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The following is an excerpt from a S-4 SEC Filing, filed by KATZ MEDIA CORP on 12/23/1998.
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KATZ MEDIA CORP - S-4 - 19981223 - AUDITORS_OPINION

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Chancellor Broadcasting Company:

We have audited the accompanying balance sheets of WLIT Inc. as of December 31, 1995 and 1996, and the related statements of earnings and cash flows for each of the years in the three-year period ended December 31, 1996. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of WLIT Inc. as of December 31, 1995 and 1996, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 1996, in conformity with generally accepted accounting principles.

KPMG Peat Marwick LLP

Dallas, Texas
March 14, 1997

F-113

WLIT INC.

BALANCE SHEETS
(DOLLARS IN THOUSANDS)

ASSETS

                                                                DECEMBER 31,
                                                              -----------------    JUNE 30,
                                                               1995      1996        1997
                                                              -------   -------   -----------
                                                                                  (UNAUDITED)
Current assets:
  Accounts receivable, less allowance for doubtful accounts
     of $79 in 1995 and $87 in 1996 and $110 in 1997........  $ 3,110   $ 3,627     $ 3,836
  Prepaid expenses and other current assets.................      592       490         200
  Deferred income taxes (note 5)............................       37        44          44
                                                              -------   -------     -------
          Total current assets..............................    3,739     4,161       4,080
Property and equipment, net (note 3)........................      461       457         545
Intangible assets, net (note 4).............................   16,958    16,415      16,143
                                                              -------   -------     -------
                                                              $21,158   $21,033     $20,768
                                                              =======   =======     =======

                                   LIABILITIES AND EQUITY

Current liabilities -- accounts payable and accrued
  expenses..................................................  $ 1,442   $ 1,195     $ 1,376
Deferred income taxes (note 5)..............................       58        53          53
Equity (note 8).............................................   19,658    19,785      19,339
Commitment and contingencies (note 9).......................
                                                              -------   -------     -------
                                                              $21,158   $21,033     $20,768
                                                              =======   =======     =======

See accompanying notes to financial statements.

F-114

WLIT INC.

STATEMENTS OF EARNINGS
YEARS ENDED DECEMBER 31, 1994, 1995 AND 1996
(DOLLARS IN THOUSANDS)

                                                                                 SIX MONTHS
                                                 YEARS ENDED DECEMBER 31,      ENDED JUNE 30,
                                                ---------------------------   ----------------
                                                 1994      1995      1996      1996     1997
                                                -------   -------   -------   ------   -------
                                                                                (UNAUDITED)
Gross revenues................................  $14,367   $16,720   $18,294   $8,080   $10,035
  Less agency commissions and national rep
     fees.....................................    2,523     2,848     3,071    1,144     1,410
                                                -------   -------   -------   ------   -------
          Net revenues........................   11,844    13,872    15,223    6,936     8,625
                                                -------   -------   -------   ------   -------
Operating expenses:
  Station operating expenses excluding
     depreciation and amortization............    6,555     6,977     7,508    3,839     4,221
  Depreciation and amortization...............      655       653       659      327       340
  Corporate general and administrative........      478       630       479      274       172
                                                -------   -------   -------   ------   -------
     Operating expenses.......................    7,688     8,260     8,646    4,440     4,733
                                                -------   -------   -------   ------   -------
     Earnings before income taxes.............    4,156     5,612     6,577    2,496     3,892
Income tax expense (note 5)...................    1,804     2,359     2,728    1,048     1,280
                                                -------   -------   -------   ------   -------
          Net earnings........................  $ 2,352   $ 3,253   $ 3,849   $1,448   $ 2,612
                                                =======   =======   =======   ======   =======

See accompanying notes to financial statements.

F-115

WLIT INC.

STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)

                                                                        SIX MONTHS ENDED
                                           YEARS ENDED DECEMBER 31,         JUNE 30,
                                          ---------------------------   -----------------
                                           1994      1995      1996      1996      1997
                                          -------   -------   -------   -------   -------
                                                                           (UNAUDITED)
Cash flows provided by operating
  activities:
  Net earnings..........................  $ 2,352   $ 3,253   $ 3,849   $ 1,448   $ 2,612
  Adjustments to reconcile net earnings
     to net cash provided by operating
     activities:
     Depreciation.......................      114       114       116        55        68
     Amortization of intangibles........      541       539       543       272       272
     Deferred income taxes..............      (13)        5        (8)       --        --
     Changes in certain assets and
       liabilities:
       Accounts receivable, net.........      (73)     (460)     (517)     (476)     (209)
       Prepaid expenses and other
          current assets................     (101)     (181)       98      (577)      295
       Accounts payable and accrued
          expenses......................     (384)      173      (247)    1,461    (1,542)
                                          -------   -------   -------   -------   -------
          Net cash provided by operating
            activities..................    2,436     3,443     3,834     2,183     1,496
                                          -------   -------   -------   -------   -------
Cash flows used by investing
  activities -- capital expenditures....     (180)     (110)     (112)      (45)     (156)
                                          -------   -------   -------   -------   -------
Cash flows used by financing
  activities -- distributions to
  Parent................................   (2,256)   (3,333)   (3,722)   (2,138)   (1,340)
                                          -------   -------   -------   -------   -------
Increase (decrease) in cash.............       --        --        --        --        --
Cash at beginning of period.............       --        --        --        --        --
                                          -------   -------   -------   -------   -------
Cash at end of period...................  $    --   $    --   $    --   $    --   $    --
                                          =======   =======   =======   =======   =======

See accompanying notes to financial statements.

F-116

WLIT INC.

NOTES TO FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)

(1) ORGANIZATION AND BASIS OF PRESENTATION

The accompanying financial statements include the accounts of WLIT Inc. (the "Company"). The Company owns and operates a commercial radio station in the Chicago market, WLIT-FM, and is wholly owned by Viacom International Inc. ("Viacom" or "Parent"), a wholly owned subsidiary of Viacom, Inc.

On February 16, 1997, Viacom International Inc. entered into a stock purchase agreement to sell all the issued and outstanding shares of capital stock of WAXQ Inc. and Riverside Broadcasting Co., Inc. in the New York City market, KYSR Inc. and KIBB Inc. in the Los Angeles market, Viacom Broadcasting East Inc. and WMZQ Inc. in the Washington, DC market, WLIT Inc. in the Chicago market and WDRQ Inc. in the Detroit market (collectively, the "Viacom Radio Properties") to Evergreen Media Corporation ("Evergreen") for $1.075 billion in cash ("Proposed Transaction"). The Proposed Transaction is expected to close after the expiration or termination of the applicable waiting periods under the HSR Act and approval by the Federal Communications Commission ("FCC"). Contemporaneous with this transaction, Evergreen entered into a joint purchase agreement with Chancellor Broadcasting Company ("Chancellor"), under which Chancellor agreed to acquire the Chicago, Detroit and Los Angeles Viacom Radio Properties referred to above for $480 million from Evergreen or from Viacom directly.

The accompanying financial statements reflect the carve-out historical results of operations and financial position of WLIT Inc. These financial statements are not necessarily indicative of the results that would have occurred if the Company had been a separate stand-alone entity during the periods presented.

The financial statements do not include Viacom's corporate assets or liabilities not specifically identifiable to the Company. Corporate overhead allocations have been included in the accompanying statements of earnings in corporate general and administrative expense and station operating expenses.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Property and Equipment

Property and equipment are stated at cost. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the assets. Repair and maintenance costs are charged to expense when incurred.

(b) Intangible Assets

Intangible assets consist primarily of broadcast licenses. The Company amortizes such intangible assets using the straight-line method over 40 years. The Company continually evaluates the propriety of the carrying amount of intangible assets as well as the amortization period to determine whether current events or circumstances warrant adjustments to the carrying value and/or revised estimates of useful lives. This evaluation consists of the projection of undiscounted operating income before depreciation, amortization, nonrecurring charges and interest over the remaining amortization periods of the related intangible assets. At this time, the Company believes that no significant impairment of intangible assets has occurred and that no reduction of the estimated useful lives is warranted.

(c) Barter Transactions

The Company trades commercial air time for goods and services used principally for promotional, sales and other business activities. An asset and liability are recorded at the fair market value of the goods or services to be received. Barter revenue is recorded and the liability relieved when commercials are broadcast and barter expense is recorded and the asset relieved when goods or services are received or used.

F-117

WLIT INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

(d) Revenue Recognition

Revenue is derived primarily from the sale of commercial announcements to local and national advertisers. Revenue is recognized as commercials are broadcast.

(e) Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable earnings. Valuation allowances are established when necessary to reduce deferred tax assets to the amount more likely than not to be realized. Income tax expense is the total of tax payable for the period and the change during the period in deferred tax assets and liabilities.

(f) Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of

The Company adopted the provisions of SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, on January 1, 1996. This Statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. The adoption of this Statement did not have a material impact on the Company's financial position, results of operations, or liquidity.

(g) Fair Value

The carrying amount of accounts receivable and accounts payable approximates fair value because of the short maturity of these instruments.

(h) Disclosure of Certain Significant Risks and Uncertainties

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

In the opinion of management, credit risk with respect to trade receivables is limited due to the large number of diversified customers in the Company's customer base. The Company performs ongoing credit evaluations of its customers and believes that adequate allowances for any uncollectible trade receivables are maintained. No one customer accounted for more than 10% of net revenues in 1994, 1995, or 1996.

(i) Unaudited Interim Financial Information

In the opinion of management, the unaudited interim combined financial statements as of and for the six months ended June 30, 1996 and 1997, reflect all adjustments, consisting of only normal and recurring items, which are necessary for a fair presentation of the results for the interim periods presented. The results for the interim periods ended June 30, 1996 and 1997 are not necessarily indicative of results to be expected for any other interim period or for the full year.

F-118

WLIT INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

(3) PROPERTY AND EQUIPMENT

Property and equipment consists of the following at December 31, 1995 and 1996:

                                                           ESTIMATED
                                                          USEFUL LIFE    1995     1996
                                                          -----------   ------   ------
Broadcast facilities....................................  8-20 years    $1,116   $1,141
Office equipment and other..............................  5-8 years        791      868
Construction in progress................................                    13       13
                                                                        ------   ------
                                                                         1,920    2,022
Accumulated depreciation................................                 1,459    1,565
                                                                        ------   ------
                                                                        $  461   $  457
                                                                        ======   ======

(4) INTANGIBLE ASSETS

Intangible assets at December 31, 1995 and 1996 consist of broadcast licenses which are being amortized over forty years and are presented net of accumulated amortization of $5,585 and $6,128, respectively.

(5) INCOME TAXES

The Company's results of operations are included in the U.S. federal and certain combined and separate state income tax returns of Viacom International Inc.

The tax provisions and deferred tax liabilities presented have been determined as if the Company were a stand-alone business filing separate tax returns. Current tax liabilities are recorded through the equity account with Viacom.

Income tax expense (benefit) consists of:

                                                              1994     1995     1996
                                                             ------   ------   ------
Current:
  Federal..................................................  $1,588   $2,058   $2,391
  State and local..........................................     229      296      345
Deferred federal...........................................     (13)       5       (8)
                                                             ------   ------   ------
                                                             $1,804   $2,359   $2,728
                                                             ======   ======   ======

A reconciliation of the U.S. Federal Statutory tax rate to the Company's effective tax rate on earnings before income taxes is as follows:

                                                              1994   1995   1996
                                                              ----   ----   ----
Statutory U.S. tax rate.....................................  35.0%  35.0%  35.0%
Amortization of intangibles.................................   4.7    3.4    2.9
State and local taxes, net of federal tax benefit...........   3.6    3.4    3.4
Other, net..................................................   0.2    0.2    0.2
                                                              ----   ----   ----
          Effective tax rate................................  43.5%  42.0%  41.5%
                                                              ====   ====   ====

Deferred tax assets and liabilities are computed by applying the U.S. federal income tax rate in effect to the gross amounts of temporary differences and other tax attributes. These temporary differences are primarily the result of fixed asset basis differences and bad debt expense. Deferred tax assets and liabilities relating to state income taxes are not material.

F-119

WLIT INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

(6) DEBT AND INTEREST COST

Viacom has not allocated any portion of its debt or related interest cost to the Company, and no portion of Viacom's debt is specifically related to the operations of the Company. Accordingly, the Company's financial statements include no charges for interest.

(7) RELATED PARTY TRANSACTIONS

Intercompany balances between the Company and Viacom resulting from normal trade activity are reflected in Equity in the accompanying financial statements (see note 8).

Viacom provides services for the Company in management, accounting and financial reporting, human resources, information systems, legal, tax and other corporate services. The allocation of these expenses, which is generally based on revenue dollars, is reflected in the accompanying financial statements as corporate general and administrative expense. Management believes that the method of allocation of corporate overhead is reasonable.

Viacom has a noncontributory pension plan covering substantially all of its employees, including the employees of the Company. Costs related to this plan are allocated to the Company based on payroll dollars. The Company recognized expense related to this plan in the amounts of $67, $46 and $126 for 1994, 1995 and 1996, respectively. The assets and the related benefit obligation of the plan will not be transferred to the Company upon consummation of the Proposed Transaction, therefore, such assets and obligations are not included in the notes to the Company's financial statements.

Viacom utilizes a centralized cash management system. As a result, the Company carries minimal cash. Disbursements are funded by the Parent upon demand and cash receipts are transferred to the Parent daily.

The Company, from time to time, enters into transactions with companies owned by or affiliated with Viacom. Generally, services received from such related parties are charged to the Company at amounts which would be incurred in transactions between unrelated entities.

(8) EQUITY

Equity represents Viacom's ownership interest in the recorded net assets of the Company. All cash transactions and intercompany transactions flow through the equity account. A summary of the activity is as follows:

                                                           1994      1995      1996
                                                          -------   -------   -------
Balance at beginning of period..........................  $19,642   $19,738   $19,658
Net earnings............................................    2,352     3,253     3,849
Net intercompany activity...............................   (2,256)   (3,333)   (3,722)
                                                          -------   -------   -------
Balance at end of period................................  $19,738   $19,658   $19,785
                                                          =======   =======   =======

F-120

WLIT INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

(9) COMMITMENTS AND CONTINGENCIES

The Company has noncancelable operating leases, primarily for office space. These leases generally contain renewal options for periods ranging from 1 to 10 years and require the Company to pay all executory costs such as maintenance and insurance. Rental expense for operating leases (excluding those with lease terms of one month or less that were not renewed) was approximately $319, $337 and $327 during 1994, 1995 and 1996, respectively.

Future minimum lease payments under noncancelable operating leases (with initial or remaining lease terms in excess of one year) as of December 31, 1996 are as follows:

YEAR ENDING
DECEMBER 31:
------------
   1997..................................................................  $  266
   1998..................................................................     291
   1999..................................................................     298
   2000..................................................................     287
   2001..................................................................     296
   Thereafter............................................................     103
                                                                           ------
                                                                           $1,541
                                                                           ======

F-121

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Partners of
Colfax Communications, Inc. Radio Group:

We have audited the accompanying combined balance sheets of the Colfax Communications, Inc. Radio Group (the "Company") as of December 31, 1996, 1995, and 1994, and the related combined statements of income (loss), changes in partners' equity and cash flows for each of the three years in the period ended December 31, 1996. These combined financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these combined financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In January 1997, substantially all of the assets and liabilities of the Company were sold.

In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of the Colfax Communications, Inc. Radio Group as of December 31, 1996, 1995, and 1994, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1996, in conformity with generally accepted accounting principles.

                                            /s/  ARTHUR ANDERSEN LLP

Washington, D.C.
March 31, 1997

F-122

COLFAX COMMUNICATIONS, INC. RADIO GROUP

COMBINED BALANCE SHEETS
AS OF DECEMBER 31, 1996, 1995, AND 1994

                                                           1996          1995          1994
                                                       ------------   -----------   -----------
Current assets:
  Cash...............................................  $  1,718,589   $   682,672   $   216,414
  Accounts receivable, net of allowance for doubtful
     accounts of $710,813, $441,889, and $238,801,
     respectively....................................    15,514,187     7,626,579     8,978,881
  Prepaid expenses and other current assets..........       520,358       286,774       343,441
                                                       ------------   -----------   -----------
          Total current assets.......................    17,753,134     8,596,025     9,538,736
Property and equipment at cost, net of
  depreciation.......................................    14,508,097     8,675,724     9,608,603
Intangibles and other noncurrent assets at cost, net
  of amortization....................................   147,579,599    32,383,587    37,653,803
                                                       ------------   -----------   -----------
          Total assets...............................  $179,840,830   $49,655,336   $56,801,142
                                                       ============   ===========   ===========
Liabilities:
  Accounts payable and accrued expenses..............  $  5,116,890   $ 3,224,139   $ 3,883,242
  Current maturities of long-term debt...............            --            --       900,000
                                                       ------------   -----------   -----------
          Total current liabilities..................     5,116,890     3,224,139     4,783,242
  Long-term debt.....................................    55,650,000    39,225,000     7,100,000
                                                       ------------   -----------   -----------
          Total liabilities..........................    60,766,890    42,449,139    11,883,242
                                                       ------------   -----------   -----------
Commitments (Note 8):
Partners' equity:
  Radio Acquisition Associates.......................    (1,141,558)   (2,783,226)   (3,121,671)
  Equity Group Holdings..............................   119,013,080     9,888,902    47,558,478
  Colfax Communications, Inc.........................     1,202,418       100,521       481,093
  Class B Limited Partners...........................            --            --            --
                                                       ------------   -----------   -----------
          Total partners' equity.....................   119,073,940     7,206,197    44,917,900
                                                       ------------   -----------   -----------
          Total liabilities and partners' equity.....  $179,840,830   $49,655,336   $56,801,142
                                                       ============   ===========   ===========

The accompanying notes are an integral part of these balance sheets.

F-123

COLFAX COMMUNICATIONS, INC. RADIO GROUP

COMBINED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994

                                                           1996          1995          1994
                                                        -----------   -----------   -----------
Advertising revenues:
  Local sponsors......................................  $37,496,454   $23,425,588   $24,147,363
  National sponsors...................................   12,885,713     9,151,724     8,221,228
  Other...............................................    2,518,200     1,910,483     2,090,737
                                                        -----------   -----------   -----------
          Gross advertising revenues..................   52,900,367    34,487,795    34,459,328
  Less -- Commissions.................................   (6,785,322)   (4,345,062)   (4,283,386)
                                                        -----------   -----------   -----------
          Net advertising revenues....................   46,115,045    30,142,733    30,175,942
                                                        -----------   -----------   -----------
Operating expenses:
  Programming.........................................    7,675,793     5,461,691     9,604,067
  Sales and advertising...............................   14,507,662    11,360,597    10,885,717
  General and administrative..........................    5,793,377     4,332,286     3,651,832
  Engineering.........................................    1,260,447     1,014,375     1,084,282
  Depreciation and amortization.......................    4,617,958     6,505,492     7,599,901
                                                        -----------   -----------   -----------
          Total operating expenses....................   33,855,237    28,674,441    32,825,799
                                                        -----------   -----------   -----------
          Income (loss) from operations...............   12,259,808     1,468,292    (2,649,857)
Interest expense......................................    4,368,669       655,795       531,387
Loss on sale of fixed assets..........................           --       770,689            --
Other expense (income)................................     (184,289)           --        75,364
                                                        -----------   -----------   -----------
          Net income (loss)...........................  $ 8,075,428   $    41,808   $(3,256,608)
                                                        ===========   ===========   ===========

The accompanying notes are an integral part of these statements.

F-124

COLFAX COMMUNICATIONS, INC. RADIO GROUP

COMBINED STATEMENTS OF CHANGES IN PARTNERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994

                                         RADIO                       EQUITY      CLASS B
                                      ACQUISITION     COLFAX         GROUP       LIMITED
                                      ASSOCIATES    COMM., INC.     HOLDINGS     PARTNERS      TOTAL
                                      -----------   -----------   ------------   --------   ------------
Balance, December 31, 1993..........  $(2,464,398)  $  528,938    $ 52,305,936    $  --     $ 50,370,476
  Capital contributions from
     partners.......................      368,281       60,023       5,949,744       --        6,378,048
  Capital distributions to
     partners.......................   (1,678,638)     (68,618)     (6,826,760)      --       (8,574,016)
  Net income (loss).................      653,084      (39,250)     (3,870,442)      --       (3,256,608)
                                      -----------   ----------    ------------    -----     ------------
Balance, December 31, 1994..........   (3,121,671)     481,093      47,558,478       --       44,917,900
  Capital contributions from
     partners.......................           --        5,735         567,746       --          573,481
  Capital distributions to
     partners.......................   (1,031,464)    (372,709)    (36,922,819)      --      (38,326,992)
  Net income (loss).................    1,369,909      (13,598)     (1,314,503)      --           41,808
                                      -----------   ----------    ------------    -----     ------------
Balance, December 31, 1995..........   (2,783,226)     100,521       9,888,902       --        7,206,197
  Capital contributions from
     partners.......................        5,104    1,130,725     111,941,654       --      113,077,483
  Capital distributions to
     partners.......................     (981,106)     (82,845)     (8,221,217)      --       (9,285,168)
  Net income (loss).................    2,617,670       54,017       5,403,741       --        8,075,428
                                      -----------   ----------    ------------    -----     ------------
Balance, December 31, 1996..........  $(1,141,558)  $1,202,418    $119,013,080    $  --     $119,073,940
                                      ===========   ==========    ============    =====     ============

The accompanying notes are an integral part of these statements.

F-125

COLFAX COMMUNICATIONS, INC. RADIO GROUP

COMBINED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994

                                                         1996            1995          1994
                                                     -------------   ------------   -----------
Cash flows from operating activities:
  Net income (loss)................................  $   8,075,428   $     41,808   $(3,256,608)
  Adjustments to reconcile net loss to net cash
     used in operating activities --
     Depreciation and amortization.................      4,617,958      6,505,492     7,599,901
     Loss on asset disposal........................             --        770,689        57,398
     Restructuring charge..........................             --        737,729            --
     Change in assets and liabilities:
       (Increase) decrease in accounts
          receivable...............................     (7,888,416)     1,352,302    (1,664,323)
       (Increase) decrease in prepaid expenses and
          other current assets.....................       (233,584)        56,667       170,619
       Increase (decrease) in accounts payable and
          accrued expenses.........................      1,892,751     (1,396,832)      708,448
                                                     -------------   ------------   -----------
          Net cash provided by operating
            activities.............................      6,464,137      8,067,855     3,615,435
                                                     -------------   ------------   -----------
Cash flows from investing activities:
  Cash paid for acquisition of intangibles and
     other noncurrent assets.......................   (126,017,951)      (363,174)      (12,944)
  Payments for additions to property and
     equipment.....................................     (5,907,584)      (823,737)     (968,929)
  Disposal of intangible assets....................      6,280,000             --            --
  Disposal of fixed assets.........................             --        113,825            --
                                                     -------------   ------------   -----------
          Net cash used in investing activities....   (125,645,535)    (1,073,086)     (981,873)
                                                     -------------   ------------   -----------
Cash flows from financing activities:
  Repayment of note payable........................     (5,800,000)    (8,000,000)     (800,000)
  Loan proceeds....................................     22,225,000     39,225,000            --
  Capital contributions from partners..............    113,077,483        573,481     6,378,048
  Capital distributions to partners................     (9,285,168)   (38,326,992)   (8,190,101)
                                                     -------------   ------------   -----------
          Net cash provided by (used in) financing
            activities.............................    120,217,315     (6,528,511)   (2,612,053)
                                                     -------------   ------------   -----------
Net increase (decrease) in cash....................      1,035,917        466,258        21,509
Cash, beginning of period..........................        682,672        216,414       194,905
                                                     -------------   ------------   -----------
Cash, end of period................................  $   1,718,589   $    682,672   $   216,414
                                                     =============   ============   ===========
Supplemental disclosure of cash flow information:
  Cash paid during the year for interest...........  $   4,391,300   $    615,900   $   514,213
                                                     =============   ============   ===========

The accompanying notes are an integral part of these statements.

F-126

COLFAX COMMUNICATIONS, INC. RADIO GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1996, 1995, AND 1994

1. BASIS OF PRESENTATION:

The accompanying combined financial statements include the radio station holdings of Colfax Communications, Inc. ("Colfax"), a Maryland Corporation. Three of the stations serve the Washington, D.C., market: WGMS-FM (classical format), WBIG-FM (oldies format), and WTEM(AM) (all-sports format). Two stations, WBOB-FM (country format) and KQQL(FM) (oldies format), serve the Minneapolis-St. Paul market. Five of the stations serve the Phoenix market:
KOOL-FM (oldies format), KOY(AM) (nostalgia format), KZON-FM (alternative format), KISO(AM) (urban adult contemporary format), and KYOT-FM (new adult contemporary format). Two stations serve the Milwaukee market: WMIL-FM (country format) and WOKY(AM) (adult standard format). Three stations serve the Boise market: KIDO(AM) (news/talk format), KLTB(FM) (oldies format), and KARO(FM) (class rock format). All stations are owned by entities under the common control of Colfax and its affiliates.

2. DESCRIPTION OF COLFAX COMMUNICATIONS, INC., RADIO GROUP:

Classical Acquisition Limited Partnership

Classical Acquisition Limited Partnership ("CALP") is a Maryland limited partnership formed to acquire and operate radio stations WGMS(AM) (currently WTEM(AM)) and WGMS-FM. Radio Acquisition Associates Limited Partnership, a Maryland limited partnership, had a 98.04 percent general partner interest and Equity Group Holdings, a District of Columbia general partnership, had a 1.96 percent limited partner interest in CALP prior to the admission of the Class B Limited Partners as discussed below. Radio Acquisition Associates Limited Partnership has Colfax as a 1 percent general partner and Equity Group Holdings as a 99 percent limited partner.

Certain Class B Limited Partners were admitted to the partnership on January 1, 1993 and on January 1, 1995. The Class B Limited Partners have a 13.25 percent interest in CALP and Equity Group Holdings' limited partnership interest in CALP was reduced to 1.813 percent effective January 1, 1993. Radio Acquisition Associates' Limited Partnership general partnership interest was reduced to 90.687 percent and 84.937 percent effective January 1, 1993 and January 1, 1995, respectively.

Radio 570 Limited Partnership

Radio 570 Limited Partnership ("Radio 570") is a Maryland limited partnership formed on December 10, 1991, to operate radio station WTEM-AM (formerly WGMS-AM). Radio 570 was formed by Colfax as the 1 percent general partner and Equity Group Holdings as the 99 percent limited partner. WTEM began broadcasting on May 24, 1992.

Effective January 1, 1993, certain Class B Limited Partners were admitted to the partnership. On September 15, 1995, a Class B Limited Partner was redeemed of his partnership interest. As of December 31, 1996 and 1995, the Class B Limited Partners had a 9.25 percent interest and Equity Group Holdings had an 89.75 percent Class A Limited Partnership interest.

Radio 100 Limited Partnership

Radio 100 Limited Partnership ("Radio 100") was formed on August 11, 1992, to acquire and operate radio stations. Radio 100 was formed by Colfax as the 1 percent general partner and Equity Group Holdings as the 99 percent limited partner.

In 1993, Radio 100 completed its acquisition of two radio stations in Minnesota for $25,500,000. WBOB-FM (formerly WCTS-FM) and KQQL(FM) began on-air operations under Radio 100 ownership on May 7, 1993, and February 18, 1993, respectively.

F-127

COLFAX COMMUNICATIONS, INC. RADIO GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Effective January 1, 1993, certain Class B Limited Partners were admitted to the partnership. The Class B Limited Partners have a 10.25 percent interest and the Equity Group Holdings Class A Limited Partnership interest was reduced to 88.75 percent.

Radio 100 of Maryland Limited Partnership

Radio 100 of Maryland Limited Partnership ("Radio 100 of Maryland") was formed on December 2, 1992 to acquire and operate radio stations. Radio 100 of Maryland was formed by Colfax as the 1 percent general partner and Equity Group Holdings as the 99 percent limited partner.

On June 3, 1993, Radio 100 of Maryland acquired WBIG-FM (formerly WJZE-FM) in Washington, D.C. for $19,500,000.

Effective January 1, 1993, certain Class B Limited Partners were admitted to the partnership. On September 15, 1995, a Class B Limited Partner was redeemed of his partnership interest. On October 1, 1995, a Class B Limited Partner was admitted to the partnership. As of December 31, 1996 and 1995, the Class B Limited Partners had an 11.25 percent interest and Equity Group Holdings had an 87.75 percent Class A Limited Partnership interest.

Radio 94 of Phoenix Limited Partnership

Radio 94 of Phoenix Limited Partnership ("Radio 94") was formed on January 3, 1996, to acquire and operate radio stations. Radio 94 was formed by Colfax as the 1 percent general partner and Equity Group Holdings as the 99 percent limited partner. On April 1, 1996, Radio 94 acquired KOOL(AM) and KOOL-FM in Phoenix, Arizona for $35,000,000. Effective April 5, 1996, certain Class B Limited Partners were admitted to the partnership. The Class B Limited Partners have an 8.25 percent interest and the Equity Group Holdings Class A Limited Partnership interest was reduced to 90.75 percent. On October 4, 1996, Radio 94 sold KOOL(AM) to Salem Media of Arizona, Inc.

Radio 95 of Phoenix Limited Partnership

Radio 95 of Phoenix Limited Partnership ("Radio 95") was formed on May 3, 1996, to acquire and operate radio stations. Radio 95 was formed by Colfax as the 1 percent general partner and Equity Group Holdings as the 99 percent limited partner. On September 12, 1996, Radio 95 acquired KYOT-FM, KZON-FM, KOY(AM), and KISO(AM), each in Phoenix, Arizona; KIDO(AM) and KLTB(FM), each in Boise, Idaho; KARO(FM) in Caldwell, Idaho; WMIL-FM in Waukesha, Wisconsin; and WOKY(AM) in Milwaukee, Wisconsin, for $95,000,000.

F-128

COLFAX COMMUNICATIONS, INC. RADIO GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Sale of Stations

On August 24, 1996, Chancellor Radio Broadcasting Company ("Chancellor"), a Delaware Corporation, agreed to purchase substantially all of the assets of CALP, Radio 570, Radio 100, Radio 100 of Maryland, Radio 94 (with the exception of KOOL(AM)), and Radio 95 (with the exception of KIDO(AM), KLTB(FM), and KARO(FM)) for total consideration of $365,000,000 plus the net working capital of the stations. The transaction closed on January 23, 1997. The agreement stipulates that the purchase price for the assets be allocated among the limited partnerships as follows:

CALP........................................................  $ 50,000,000
Radio 570...................................................    21,000,000
Radio 100...................................................    85,000,000
Radio 100 of Maryland.......................................    90,000,000
Radio 94....................................................    30,000,000
Radio 95....................................................    89,000,000
                                                              ------------
                                                              $365,000,000
                                                              ============

On October 28, 1996, Jacor Broadcasting of Idaho, Inc., an Ohio corporation, entered into an agreement to purchase substantially all of the assets of radio stations KIDO(AM), KLTB(FM), and KARO(FM) for $11,000,000. The transaction closed on January 31, 1997.

Partnership Allocations

The partnerships distribute cash from operations and allocate net profits or losses to the partners, in general, in accordance with their stated interests except that no partner shall receive any distribution from a partnership until such time as the net invested capital of the general partner and Class A Limited Partner have been distributed, along with a cumulative priority return on the average net invested capital at an annual rate equal to the prime rate plus one quarter of one percent compounded monthly.

In accordance with the Company's debt agreement (described below) distributions to partners may be permitted on a quarterly basis if certain requirements are met.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Basis of Accounting

The accompanying financial statements are prepared on the accrual basis of accounting in accordance with generally accepted accounting principles.

Barter Transactions

The partnerships enter into barter transactions in which they provide on-air advertising in exchange for goods and services. Revenues and expenses from barter transactions are presented in the accompanying statement of revenues and expenses based on the estimated fair market value of the goods or services received. Barter revenue approximated $1,925,000, $1,590,000, and $1,870,000 for the years ended December 31, 1996, 1995, and 1994, respectively; while barter expense approximated $1,763,000, $1,486,000, and $1,520,000 for the years ended December 31, 1996, 1995, and 1994, respectively.

Income Taxes

Provision for Federal and state income taxes has not been made in the accompanying financial statements since the partnerships do not pay Federal and state income taxes but rather allocate profits and losses to the partners for inclusion in their respective income tax returns.

F-129

COLFAX COMMUNICATIONS, INC. RADIO GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Buildings and Leasehold Improvements

Buildings and leasehold improvements are recorded at cost or appraised value at acquisition. Depreciation is recorded using the straight-line method over 31.5 or 40 years as prescribed by the Internal Revenue Code.

Furniture, Fixtures and Equipment

Furniture, fixtures and equipment are recorded at cost or appraised value at acquisition. Depreciation is recorded using the straight-line method over the estimated useful life of the assets, which is typically 5 to 7 years.

Intangible Assets

Intangible assets are recorded at cost or appraised value at acquisition. Amortization is recorded over their useful lives. The estimated useful lives of intangible assets as of December 31, 1996, are as follows:

                                                              USEFUL LIFE
                                                              -----------
FCC Licenses................................................  7-25 years
Covenants Not to Compete....................................    3 years
Employment Agreements.......................................    2 years
Organizational Costs........................................    5 years
Start-up Costs..............................................    5 years

Land

Certain partners have contributed to Radio 570 a parcel of land in Germantown, Maryland which is being used as the site for a new array of broadcasting towers. The land has been recorded at its original purchase price plus costs related to preparing the land for its intended use.

Radio 100 of Maryland acquired a parcel of land and property in Washington, D.C., in connection with the acquisition of WJZE-FM. This parcel of land was recorded at its appraised value at acquisition. This land was sold in February 1995.

Radio 100 acquired a parcel of land in Nowthen, Minnesota, through the purchase of KQQL-FM. This parcel of land was recorded at its appraised value at acquisition.

Radio 95 acquired various parcels of land located in Phoenix, Milwaukee, and Boise in connection with its purchase of nine stations during 1996. These parcels of land were recorded at their estimated market value at acquisition.

Estimates

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments

In 1995 the Company adopted Statement of Financial Accounting Standard ("SFAS") No. 107, "Disclosure about Fair Value of Financial Instruments," which requires disclosures of fair value information about financial instruments, whether or not recognized in the balance sheet.

F-130

COLFAX COMMUNICATIONS, INC. RADIO GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

The carrying amount reported in the balance sheets for cash, accounts receivable, accounts payable and accrued liabilities, approximate their fair value due to the immediate or short-term maturity of such instruments. The carrying amount reported for long-term debt approximates fair value due to the debt being priced at floating rates (see Note 7 for additional information).

4. PROPERTY AND EQUIPMENT:

The components of property and equipment at December 31, 1996 and 1995, are summarized below:

                                             1996           1995           1994
                                          -----------    -----------    -----------
Land....................................  $ 3,719,572    $ 1,901,663    $ 2,233,341
Buildings...............................    1,372,161         26,453        604,927
Construction in progress................       27,660         27,232        201,404
Furniture, fixtures and equipment.......   11,323,175      8,520,853      7,690,841
Leasehold improvements..................      835,407        816,031        522,806
                                          -----------    -----------    -----------
                                           17,277,975     11,292,232     11,253,319
Less -- Accumulated depreciation........   (2,769,878)    (2,616,508)    (1,644,716)
                                          -----------    -----------    -----------
                                          $14,508,097    $ 8,675,724    $ 9,608,603
                                          ===========    ===========    ===========

5. FCC LICENSES AND OTHER NONCURRENT ASSETS:

The components of FCC licenses and other noncurrent assets at December 31, 1996 and 1995, are summarized below:

                                                       AS OF DECEMBER 31,
                                          --------------------------------------------
                                              1996            1995            1994
                                          ------------    ------------    ------------
FCC licenses............................  $163,988,330    $ 39,505,773    $ 39,505,773
Covenants not to compete................     1,931,834       8,493,147       8,493,147
Start-up and organization costs.........     2,489,973       2,132,587       2,153,036
Other...................................     1,376,763         958,245       1,891,395
                                          ------------    ------------    ------------
                                           169,786,900      51,089,752      52,043,351
Less -- Accumulated amortization........   (22,207,301)    (18,706,165)    (14,389,548)
                                          ------------    ------------    ------------
                                          $147,579,599    $ 32,383,587    $ 37,653,803
                                          ============    ============    ============

6. RELATED-PARTY TRANSACTIONS:

Each partnership is involved in certain transactions with other partnerships in the radio group related to sharing of services and purchasing. These transactions are settled on a current basis through adjustments to partners' equity accounts.

On January 18, 1995, CALP and Radio 100 of Maryland each entered into a 10 year agreement to lease tower space from Colfax Towers, Inc. The annual rental payment for CALP equaled $31,200 and $30,000 for the years ended December 31, 1996 and 1995, respectively. The annual rental payment for Radio 100 of Maryland equaled $37,200 and $36,000 for the years ended December 31, 1996 and 1995, respectively. Colfax Towers, Inc., is owned by the shareholders of Colfax Communications, Inc.

Employees of Colfax perform activities on behalf of and oversee the operations of the radio stations included in the radio group. Colfax does not charge any fees to the radio stations for the performance of such services. Corporate expenses of $1,240,253, $1,354,296, and $1,144,082 related to those services are not included in the financial statements of the radio group for the years ending December 31, 1996, 1995, and

F-131

COLFAX COMMUNICATIONS, INC. RADIO GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

1994, respectively. These corporate expenses were funded directly by the owners of Colfax Communications, Inc.

7. LONG-TERM DEBT:

On December 27, 1995, CALP, Radio 570, Radio 100, and Radio 100 of Maryland entered into a $40 million revolving loan agreement. On April 2, 1996, under an amendment to the loan agreement, CALP, Radio 570, Radio 100, Radio 100 of Maryland, and Radio 94 (collectively, the "Borrowers") increased the amount available under the revolving loan agreement to $60 million. At December 31, 1996, $55,650,000 was outstanding under this agreement. The proceeds were allocated to each borrower on the basis of each station's capital account as follows:

CALP........................................................  $ 5,702,360
Radio 570...................................................    4,156,587
Radio 100...................................................   16,423,860
Radio 100 of Maryland.......................................    9,214,544
Radio 94....................................................   20,152,649
                                                              -----------
                                                              $55,650,000
                                                              ===========

The initial proceeds were used to repay the indebtedness of CALP to make certain permitted distributions to partners of the Borrowers, and for working capital purposes in the operations of the Borrowers. Borrowings under this agreement bear interest at floating rates equal to prime and/or LIBOR (as defined in the loan agreement) plus an applicable margin determined by a leverage ratio. The expiration date of the loan agreement is December 31, 2002. Under the loan agreement, the Borrowers are required to maintain a specific leverage ratio and certain ratios pertaining to cash flow coverage.

In connection with the sale of the stations (discussed in Note 2), the debt was repaid in full in January 1997.

8. COMMITMENTS:

The Radio Group has entered into various contracts for exclusive radio broadcasting rights and other programming. In addition, the partnerships lease office space and have entered into various service contracts, including certain personal service contracts. These broadcasting rights, leases and service contracts expire over periods ranging from 1997 to 2012. The minimum future commitments under these agreements, leases and service contracts are as follows:

1997........................................................  $ 3,766,028
1998........................................................    2,826,433
1999........................................................    1,178,594
2000........................................................    1,140,345
2001........................................................      646,234
Thereafter..................................................    2,077,616
                                                              -----------
                                                              $11,635,250
                                                              ===========

9. RESTRUCTURING CHARGES:

During 1995, the Radio Group recorded restructuring costs of $737,729 at certain radio stations. These costs included severance and salary payments to terminated employees of $357,563, costs related to hiring a new general manager at one of the radio stations of $135,519 and costs related to a loss on space vacated by one of the radio stations of $244,647.

F-132

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Whiteco Industries, Inc.
Merrillville, Indiana

We have audited the accompanying balance sheets of the Outdoor Advertising Division of Whiteco Industries, Inc. as of December 31, 1996 and 1997, and the related statements of income and cash flows for each of the three years in the period ended December 31, 1997. These financial statements are the responsibility of the Division's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Outdoor Advertising Division of Whiteco Industries, Inc. as of December 31, 1996 and 1997, and the results of its operations and cash flows for each of the three years in the period ended December 31, 1997, in conformity with generally accepted accounting principles.

BDO Seidman, LLP

Chicago, Illinois
September 17, 1998

F-133

OUTDOOR ADVERTISING DIVISION OF
WHITECO INDUSTRIES, INC.

BALANCE SHEETS

ASSETS

                                                            DECEMBER 31,
                                                     ---------------------------   SEPTEMBER 30,
                                                         1996           1997           1998
                                                     ------------   ------------   -------------
                                                                                    (UNAUDITED)
Current assets
  Cash.............................................  $    155,781   $    249,733   $  7,109,413
  Accounts receivable (net of $631,000, $1,111,000
     and $1,941,000 allowance for uncollectible
     accounts for December 31, 1996, 1997 and
     September 30, 1998, respectively).............     9,112,798     10,718,470     13,113,464
  Prepaid expenses and other
     receivables...................................     2,520,913      2,684,801      2,655,593
  Prepaid sign costs...............................     4,880,789      5,064,178      4,951,369
                                                     ------------   ------------   ------------
          Total current assets.....................    16,670,281     18,717,182     27,829,839
                                                     ------------   ------------   ------------
Property and equipment
  Land, buildings and improvements.................     5,389,827      6,279,957      6,980,180
  Advertising signs................................   134,120,274    150,697,192    160,138,490
  Equipment........................................     4,226,984      4,925,336      6,210,613
                                                     ------------   ------------   ------------
          Total cost...............................   143,737,085    161,902,485    173,329,283
  Accumulated depreciation.........................    84,300,457     91,601,392     98,914,094
                                                     ------------   ------------   ------------
Net property and equipment.........................    59,436,628     70,301,093     74,415,189
                                                     ------------   ------------   ------------
Other sign costs...................................       707,273      1,424,848      2,164,372
                                                     ------------   ------------   ------------
                                                     $ 76,814,182   $ 90,443,123   $104,409,400
                                                     ============   ============   ============

                               LIABILITIES AND DIVISIONAL EQUITY
Current liabilities
  Accounts payable.................................  $    505,561   $    900,145   $    462,790
  Customers' advance payments and deposits.........       127,925         70,174         17,777
  Accrued expenses.................................     1,577,194      2,210,355      3,965,815
                                                     ------------   ------------   ------------
          Total current liabilities................     2,210,680      3,180,674      4,446,382
                                                     ------------   ------------   ------------
Commitments
Divisional equity..................................    74,603,502     87,262,449     99,963,018
                                                     ------------   ------------   ------------
                                                     $ 76,814,182   $ 90,443,123   $104,409,400
                                                     ============   ============   ============

See accompanying notes to financial statements.

F-134

OUTDOOR ADVERTISING DIVISION OF
WHITECO INDUSTRIES, INC.

STATEMENTS OF INCOME

                                                                                            NINE MONTHS ENDED
                                                    YEAR ENDED DECEMBER 31,                   SEPTEMBER 30,
                                           ------------------------------------------   --------------------------
                                               1995           1996           1997          1997           1998
                                           ------------   ------------   ------------   -----------   ------------
                                                                                               (UNAUDITED)
Revenues.................................  $108,447,476   $117,268,324   $126,800,754   $93,827,208   $103,693,938
Less: Agency discounts...................     6,616,011      8,400,821      8,702,563     6,372,877      7,190,622
                                           ------------   ------------   ------------   -----------   ------------
  Net revenues...........................   101,831,465    108,867,503    118,098,191    87,454,331     96,503,316
Cost of revenues.........................    40,659,116     42,021,229     45,615,461    34,260,557     34,981,851
Selling and administrative
  expenses...............................    14,878,784     16,288,955     18,369,034    13,127,709     14,642,469
Corporate overhead expenses..............     5,176,832      5,644,490      6,073,671     4,786,406      5,193,299
Depreciation and amortization............     8,675,204     10,501,844     11,525,410     8,232,183      8,760,265
Profit participation fee.................     2,101,620      2,248,329      2,321,884     1,701,068      1,756,342
                                           ------------   ------------   ------------   -----------   ------------
Income from operations before other
  income and interest expense............    30,339,909     32,162,656     34,192,731    25,346,408     31,169,090
Other income, less other
  expenses...............................    (1,060,355)    (1,131,033)    (1,833,411)    1,523,219        852,526
Interest expense.........................        38,556         17,927          3,794          (622)       (98,231)
                                           ------------   ------------   ------------   -----------   ------------
Net income...............................  $ 31,361,708   $ 33,275,762   $ 36,022,348   $26,869,005   $ 31,923,385
                                           ============   ============   ============   ===========   ============

See accompanying notes to financial statements.

F-135

OUTDOOR ADVERTISING DIVISION OF
WHITECO INDUSTRIES, INC.

STATEMENTS OF CASH FLOWS

                                                                                                 NINE MONTHS ENDED
                                                        YEAR ENDED DECEMBER 31,                    SEPTEMBER 30,
                                               ------------------------------------------   ---------------------------
                                                   1995           1996           1997           1997           1998
                                               ------------   ------------   ------------   ------------   ------------
                                                                                                    (UNAUDITED)
Cash flows from operating activities
Net income...................................  $ 31,361,708   $ 33,275,762   $ 36,022,348   $ 26,869,005   $ 31,923,385
  Adjustments to reconcile net income to net
    cash provided by operating activities
    Provision for depreciation and
      amortization...........................     8,675,204     10,501,844     11,525,410      8,232,183      8,760,266
    Gain on disposals of assets..............      (795,498)      (812,482)    (1,488,665)    (1,369,119)      (792,637)
    Increase in accounts receivable..........      (694,344)    (1,853,160)    (1,605,672)    (1,332,818)    (2,394,994)
    Decrease (increase) in prepaid expenses
      and other receivables..................      (220,881)    (1,202,910)      (163,888)      (373,047)        29,208
    Increase in prepaid sign costs and other
      sign costs.............................    (1,044,722)      (815,916)    (1,840,672)      (963,958)    (1,063,971)
    (Decrease) increase in accounts payable
      and accrued expenses...................       (66,319)       869,627      1,027,745        570,828      1,318,105
    Increase (decrease) in customers' advance
      payments and deposits..................       185,750        (57,825)       (57,751)       (41,035)       (52,397)
                                               ------------   ------------   ------------   ------------   ------------
        Total adjustments....................     6,039,190      6,629,178      7,396,507      4,723,034      5,803,580
                                               ------------   ------------   ------------   ------------   ------------
Net cash provided by operating activities....    37,400,898     39,904,940     43,418,855     31,592,039     37,726,965
                                               ------------   ------------   ------------   ------------   ------------
Cash flows from investing activities
  Proceeds from sales of assets..............     1,352,297      1,115,793      2,474,779      1,679,067      1,170,065
  Expenditures for advertising signs.........   (26,033,225)   (14,713,166)   (19,541,162)   (16,815,288)    (9,563,563)
  Expenditures for property and equipment....    (1,986,847)    (2,180,644)    (2,895,119)    (2,111,561)    (3,250,971)
                                               ------------   ------------   ------------   ------------   ------------
Net cash used in investing activities........   (26,667,775)   (15,778,017)   (19,961,502)   (17,247,782)   (11,644,469)
                                               ------------   ------------   ------------   ------------   ------------
Cash flows from financing activities
  Interdivisional transactions...............   (11,489,912)   (24,124,287)   (23,363,401)    (7,445,015)   (19,222,816)
                                               ------------   ------------   ------------   ------------   ------------
Net cash used in financing activities........   (11,489,912)   (24,124,287)   (23,363,401)    (7,445,015)   (19,222,816)
                                               ------------   ------------   ------------   ------------   ------------
Net (decrease) increase in cash..............      (756,789)         2,636         93,952      6,899,242      6,859,680
Cash, at beginning of year...................       909,934        153,145        155,781        155,781        249,733
                                               ------------   ------------   ------------   ------------   ------------
Cash, at end of year.........................  $    153,145   $    155,781   $    249,733   $  7,055,023   $  7,109,413
                                               ============   ============   ============   ============   ============

See accompanying notes to financial statements.

F-136

OUTDOOR ADVERTISING DIVISION OF
WHITECO INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS

(INFORMATION AS OF SEPTEMBER 30, 1998 AND FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 1997 AND 1998 IS UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Whiteco Industries, Inc. ("Whiteco") has entered into an agreement to sell substantially all of the assets and certain liabilities of its Outdoor Advertising Division (the "Division"). The Division owns and operates outdoor advertising signs throughout the United States.

During the periods covered by the financial statements, the Division was conducted as an integral part of Whiteco's overall operations and separate financial statements were not prepared. These financial statements have been prepared from Whiteco's historical accounting records. Corporate overhead expenses are actual expenses incurred by the Division. The Division operated independently from Whiteco Industries, Inc. However, the expenses incurred by the Division for corporate overhead may not necessarily be indicative of expenses that would have been incurred had the Division been operated as a separate entity.

Interim Financial Statements

The financial information as of September 30, 1998 and with respect to the nine months ended September 30, 1997 and 1998 is unaudited. In the opinion of management, the financial statements contain all adjustments consisting of normal recurring accruals, necessary for the fair presentation of the results for such periods. The information is not necessarily indicative of the results of operations to be expected for the fiscal year end.

Contracts and Revenue Recognition

Outdoor advertising signs are contracted to customers under individual advertising contracts that primarily run from one month to five years. Revenue is recognized ratably over the life of the contract. Costs associated with the outdoor advertising operations, including contract costs and land rental, are expensed over the related contract term.

Prepaid Sign Costs and Other Sign Costs

Prepaid sign costs and other sign costs are primarily land rental payments relating to future periods. Amortization on these assets was $1,020,942, $1,075,827 and $939,708 for the years ended December 31, 1995, 1996 and 1997, and $223,975 and $437,256 for the nine months ended September 30, 1997 and 1998, respectively.

Property and Equipment

LAND, BUILDINGS AND IMPROVEMENTS AND EQUIPMENT

Land, buildings and improvements and equipment are carried at cost, including interest charges capitalized during construction. Depreciation on these assets is computed over various lives under the straight-line method and amounted to $767,872, $911,890 and $1,092,869 for the years ended December 31, 1995, 1996 and 1997 and $957,510 and $1,113,288 for the nine months ended September 30, 1997 and 1998, respectively.

ADVERTISING SIGNS

Advertising sign structures are depreciated by the straight-line method over lives principally from eight to twelve years. Depreciation of advertising signs was $6,886,390, $8,514,127 and $9,492,833 for the years ended

F-137

OUTDOOR ADVERTISING DIVISION OF
WHITECO INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

December 31, 1995, 1996 and 1997, and $7,050,698 and $7,209,722 for the nine months ended September 30, 1997 and 1998, respectively.

Income Taxes

The Division is part of Whiteco Industries, Inc. which is an "S" corporation and, as such, federal and most state income taxes are the responsibility of the stockholder and therefore not reflected on the Division's financial statements.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

2. LEASES

The Division leases office facilities and property under various operating leases. The Division's primary office premises are leased from a partnership in which Whiteco Industries, Inc. is the general partner. Annual minimum rental payments under leases that have an initial or remaining term in excess of one year at December 31, 1997 are as follows:

                                                      RELATED
                        YEAR                           PARTY      OTHER       TOTAL
                        ----                          --------   --------   ----------
1998................................................  $224,000   $270,000   $  494,000
1999................................................   224,000    131,000      355,000
2000................................................   224,000    130,000      354,000
2001................................................   224,000    131,000      355,000
2002................................................   224,000    131,000      355,000
Thereafter..........................................    56,000    962,000    1,018,000

Total lease expense was approximately $675,000, $646,000 and $665,000 for the years ended December 31, 1995, 1996 and 1997, and $326,000 and $333,000 for the nine months ended September 30, 1997 and 1998, respectively. Related party lease expense was $254,000, $230,000 and $117,000 for the years ended December 31, 1995, 1996 and 1997, and $172,000 and $176,000 for the nine months ended September 30, 1997 and 1998, respectively.

3. RETIREMENT SAVINGS PLAN

The Division is a part of Whiteco Industries, Inc. ("Whiteco") who maintains a qualified plan under Section 401(k) of the Internal Revenue Code. This plan is available for all employees who have completed one year or more of continuous service. The plan permits employees to contribute up to 15% of their annual compensation. The plan allows for discretionary Whiteco contributions. Currently, Whiteco matches 20% of the employees' contributions, to a maximum of 6% of earnings, and also makes a 1% quarterly matching contribution. Contributions were $154,160, $171,270 and $177,100 for the years ended December 31, 1995, 1996 and 1997, and $135,000 and $186,432 for the nine months ended September 30, 1997 and 1998, respectively.

F-138

OUTDOOR ADVERTISING DIVISION OF
WHITECO INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

4. MANAGEMENT AGREEMENT

In October 1984, the Division entered into an agreement with Metro Management Associates (the "Partnership"), a partnership in which several partners are employees of Whiteco, for the management and operation of approximately 540 outdoor advertising signs located in Indiana, Texas, Rhode Island, Missouri, Ohio, Florida, Illinois, Kentucky, Pennsylvania and Virginia. All revenue and operating expenses related to the management and operation of the Partnership's outdoor advertising signs are included in the Division's results of operations. The Division is required to pay a profit participation fee to the Partnership which approximates the operating profit of the managed assets and is based upon a fixed monthly fee and a variable fee based upon revenue. On August 31, 1998, the Partnership entered into an agreement to sell substantially all of the assets and certain specified liabilities of the Partnership to Chancellor Media Corporation. The management agreement between the Division and the Partnership will be terminated upon consummation of the acquisition by Chancellor Media Corporation.

5. SUBSEQUENT EVENT

On August 31, 1998, Whiteco Industries, Inc. entered into an agreement to sell substantially all of the assets and certain specified liabilities of the Division to Chancellor Media Corporation.

F-139



WE HAVE NOT AUTHORIZED ANYONE TO GIVE YOU ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS ABOUT THE TRANSACTIONS WE DISCUSS IN THIS PROSPECTUS OTHER THAN THOSE CONTAINED HEREIN OR IN THE DOCUMENTS WE INCORPORATE HEREIN BY REFERENCE. IF YOU ARE GIVEN ANY INFORMATION OR REPRESENTATIONS ABOUT THESE MATTERS THAT IS NOT DISCUSSED OR INCORPORATED IN THIS PROSPECTUS, YOU MUST NOT RELY ON THAT INFORMATION. THIS PROSPECTUS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SECURITIES ANYWHERE OR TO ANYONE WHERE OR TO WHOM WE ARE NOT PERMITTED TO OFFER OR SELL SECURITIES UNDER APPLICABLE LAW. THE DELIVERY OF THIS PROSPECTUS OFFERED HEREBY DOES NOT, UNDER ANY CIRCUMSTANCES, MEAN THAT THERE HAS NOT BEEN A CHANGE IN OUR AFFAIRS SINCE THE DATE HEREOF. IT ALSO DOES NOT MEAN THAT THE INFORMATION IN THIS PROSPECTUS OR IN THE DOCUMENTS WE INCORPORATE HEREIN BY REFERENCE IS CORRECT AFTER THIS DATE.

TABLE OF CONTENTS

                                             PAGE
                                             ----
Where You Can Find More Information........    i
Prospectus Summary.........................    1
Risk Factors...............................   13
Use of Proceeds............................   23
Capitalization.............................   23
Selected Consolidated Historical Financial
  Data.....................................   25
Management's Discussion and Analysis of
  Financial Condition and Results of
  Operations...............................   27
Business...................................   35
Management and Board of Directors..........   69
Security Ownership of Certain Beneficial
  Owners and Management....................   86
Certain Relationships and Related
  Transactions.............................   89
The Exchange Offer.........................   91
Description of New Notes...................  100
Book-Entry; Delivery and Form..............  125
Description of Certain Indebtedness........  127
Description of Capital Stock...............  140
Certain Federal Income Tax
  Considerations...........................  149
Plan of Distribution.......................  149
Legal Matters..............................  150
Experts....................................  150
Pro Forma Financial Information............  P-1
Index to Financial Statements..............  F-1


UNTIL , 1999, ALL DEALERS EFFECTING TRANSACTIONS IN THE NEW NOTES, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A

PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.



OFFER TO EXCHANGE ALL
OUTSTANDING
8% SENIOR
NOTES DUE 2008
FOR
8% SENIOR
NOTES DUE 2008
CHANCELLOR MEDIA CORPORATION OF
LOS ANGELES

PROSPECTUS

, 1999


PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the General Corporation Law of the State of Delaware ("DGCL") empowers a Delaware corporation to indemnify any person who is, or is threatened to be made, a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation) by reason of the fact that such person is or was an officer or director of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. A Delaware corporation may indemnify officers and directors in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which he actually and reasonably incurred in connection therewith.

CMCLA's Certificate of Incorporation, as amended, provides that no director of the Company shall be liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to CMCLA or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit.

CMCLA's Bylaws provide that CMCLA shall indemnify every person who is or was a party or is or was threatened to be made a party to any action suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the corporation or, while a director or officer or employee of the corporation, is or was serving at the request of the corporation as a director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonable incurred by him in connection with such action, suit or proceeding, to the full extent permitted by applicable law.

II-1


ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

A. Exhibits

 EXHIBIT
   NO.                                DESCRIPTION OF EXHIBIT
 -------                              ----------------------
2.11(h)            -- Agreement and Plan of Merger by and among Pyramid
                      Communications, Inc., Evergreen Media Corporation and
                      Evergreen Media/Pyramid Corporation dated as of July 14,
                      1995 (see table of contents for list of omitted exhibits
                      and schedules).
2.11A(i)           -- Amendment to Plan and Agreement of Merger by and among
                      Pyramid Communications, Inc., Evergreen Media Corporation
                      and Evergreen Media/Pyramid Corporation dated September
                      7, 1995.
2.11B(i)           -- Amendment to Plan and Agreement of Merger by and among
                      Pyramid Communications, Inc., Evergreen Media Corporation
                      and Evergreen Media/Pyramid Corporation dated January 11,
                      1996.
2.12(j)            -- Purchase Agreement between Fairbanks Communications, Inc.
                      and Evergreen Media Corporation dated October 12, 1995
                      (see table of contents for list of omitted exhibits and
                      schedules).
2.13(n)            -- Option Agreement dated as of January 9, 1996 between
                      Chancellor Broadcasting Company and Evergreen Media
                      Corporation (including Form of Advertising Brokerage
                      Agreement and Form of Asset Purchase Agreement).
2.14(o)            -- Asset Purchase Agreement dated April 4, 1996 between
                      American Radio Systems Corporation and Evergreen Media
                      Corporation of Buffalo (see table of contents for list of
                      omitted exhibits and schedules).
2.15(o)            -- Asset Purchase Agreement dated April 11, 1996 between
                      Mercury Radio Communications, L.P. and Evergreen Media
                      Corporation of Los Angeles, Evergreen Media/Pyramid
                      Holdings Corporation, WHTT (AM) License Corp. and WHTT
                      (FM) License Corp. (see table of contents for list of
                      omitted exhibits and schedules).
2.16(o)            -- Asset Purchase Agreement dated April 19, 1996 between
                      Crescent Communications L.P. and Evergreen Media
                      Corporation of Los Angeles (see table of contents for
                      list of omitted exhibits and schedules).
2.17(p)            -- Asset Purchase Agreement dated June 13, 1996 between
                      Evergreen Media Corporation of Los Angeles and Greater
                      Washington Radio, Inc. (see table of contents for list of
                      omitted exhibits and schedules).
2.18(p)            -- Asset Exchange Agreement dated June 13, 1996 among
                      Evergreen Media Corporation of Los Angeles, Evergreen
                      Media Corporation of the Bay State, WKLB License Corp.,
                      Greater Media Radio, Inc. and Greater Washington Radio,
                      Inc. (see table of contents for list of omitted exhibits
                      and schedules).
2.19(p)            -- Purchase Agreement dated June 27, 1996 between WEDR,
                      Inc., and Evergreen Media Corporation of Los Angeles.
                      (See table of contents for list of omitted schedules).

II-2


 EXHIBIT
   NO.                                DESCRIPTION OF EXHIBIT
 -------                              ----------------------
2.20(p)            -- Time Brokerage Agreement dated July 10, 1996 by and
                      between Evergreen Media Corporation of Detroit, as
                      Licensee, and Kidstar Interactive Media Incorporated, as
                      Time Broker.
2.21(p)            -- Asset Purchase Agreement dated July 15, 1996 by and among
                      Century Chicago Broadcasting L.P., Century Broadcasting
                      Corporation, Evergreen Media Corporation of Los Angeles
                      and Evergreen Media Corporation of Chicago.
2.22(p)            -- Asset Purchase Agreement dated August 12, 1996 by and
                      among Chancellor Broadcasting Company, Shamrock
                      Broadcasting, Inc. and Evergreen Media Corporation of the
                      Great Lakes.
2.23(p)            -- Asset Purchase Agreement dated as of August 12, 1996
                      between Secret Communications Limited Partnership and
                      Evergreen Media Corporation of Los Angeles (WQRS-FM).
                      (See table of contents for list of omitted exhibits and
                      schedules)
2.24(p)            -- Asset Purchase Agreement dated as of August 12, 1996
                      between Secret Communications Limited Partnership and
                      Evergreen Media Corporation of Los Angeles. (See table of
                      contents for list of omitted schedules)
2.25(q)            -- Letter of intent dated August 27, 1996 between EZ
                      Communications, Inc. and Evergreen Media Corporation.
2.26(q)            -- Asset Purchase Agreement dated September 19, 1996 between
                      Beasley-FM Acquisition Corp., WDAS License Limited
                      Partnership and Evergreen Media Corporation of Los
                      Angeles.
2.27(q)            -- Asset Purchase Agreement dated September 19, 1996 between
                      The Brown Organization and Evergreen Media Corporation of
                      Los Angeles.
2.28(r)            -- Stock Purchase Agreement by and between Viacom
                      International Inc. and Evergreen Media Corporation of Los
                      Angeles, dated February 16, 1997 (See table of contents
                      for omitted schedules and exhibits).
2.29(r)            -- Agreement and Plan of Merger, by and among Evergreen
                      Media Corporation, Chancellor Broadcasting Company and
                      Chancellor Radio Broadcasting Company, dated as of
                      February 19, 1997.

II-3


 EXHIBIT
   NO.                                DESCRIPTION OF EXHIBIT
 -------                              ----------------------
2.30(r)            -- Stockholders Agreement, by and among Chancellor
                      Broadcasting Company, Evergreen Media Corporation, Scott
                      K. Ginsburg (individually and as custodian for certain
                      shares held by his children), HM2/Chancellor, L.P.,
                      Hicks, Muse, Tate & First Equity Fund II, L.P., HM2/HMW,
                      L.P., The Chancellor Business Trust, HM2/HMD Sacramento
                      GP, L.P., Thomas O. Hicks, as Trustee of the William Cree
                      Hicks 1992 Irrevocable Trust, Thomas O. Hicks, as Trustee
                      of the Catherine Forgave Hicks 1993 Irrevocable Trust,
                      Thomas O. Hicks, as Trustee of the John Alexander Hicks
                      1984 Trust, Thomas O. Hicks, as Trustee of the Mack
                      Hardin Hicks 1984 Trust, Thomas O. Hicks, as Trustee of
                      Robert Bradley Hicks 1984 Trust, Thomas O. Hicks, as
                      Trustee of the Thomas O. Hicks, Jr. 1984 Trust, Thomas O.
                      Hicks and H. Rand Reynolds, as Trustees for the Muse
                      Children's GS Trust, and Thomas O. Hicks, dated as of
                      February 19, 1997.
2.31(r)            -- Joint Purchase Agreement, by and among Chancellor Radio
                      Broadcasting Company, Chancellor Broadcasting Company,
                      Evergreen Media Corporation of Los Angeles, and Evergreen
                      Media Corporation, dated as of February 19, 1997.
2.32(s)            -- Asset Exchange Agreement, by and among EZ Communications,
                      Inc., Professional Broadcasting Incorporated, EZ
                      Philadelphia, Inc., Evergreen Media Corporation of Los
                      Angeles, Evergreen Media Corporation of Charlotte,
                      Evergreen Media Corporation of the East, Evergreen Media
                      Corporation of Carolinaland, WBAV/ WBAV-FM/WPEG License
                      Corp. and WRFX License Corp., dated as of December 5,
                      1996 (See table of contents for list of omitted
                      schedules).
2.33(s)            -- Asset Purchase Agreement, by and among EZ Communications,
                      Inc., Professional Broadcasting Incorporated, EZ
                      Charlotte, Inc., Evergreen Media Corporation of Los
                      Angeles, Evergreen Media Corporation of the East and
                      Evergreen Media Corporation of Carolinaland, dated as of
                      December 5, 1996 (See table of contents for list of
                      omitted schedules).
2.34(t)            -- Asset Purchase Agreement by and between Pacific and
                      Southern Company, Inc. and Evergreen Media Corporation of
                      Los Angeles (re: WGCI-AM and WGCI-FM), dated as of April
                      4, 1997 (see table of contents for list of omitted
                      schedules and exhibits).
2.35(t)            -- Asset Purchase Agreement by and between Pacific and
                      Southern Company, Inc. and Evergreen Media Corporation of
                      Los Angeles (re: KKBQ-AM and KKBQ-FM), dated as of April
                      4, 1997 (see table of contents for list of omitted
                      schedules and exhibits).
2.36(t)            -- Asset Purchase Agreement by and between Pacific and
                      Southern Company, Inc. and Evergreen Media Corporation of
                      Los Angeles (re: KHKS-FM), dated as of April 4, 1997 (see
                      table of contents for list of omitted schedules and
                      exhibits).

II-4


 EXHIBIT
   NO.                                DESCRIPTION OF EXHIBIT
 -------                              ----------------------
2.41(y)            -- Amended and Restated Agreement and Plan of Merger among
                      Chancellor Broadcasting Company, Chancellor Radio
                      Broadcasting Company, Evergreen Media Corporation,
                      Evergreen Mezzanine Holdings Corporation and Evergreen
                      Media Corporation of Los Angeles, dated as of February
                      19, 1997, amended and restated as of July 31, 1997.
2.42(gg)           -- Option Agreement, by and among Evergreen Media
                      Corporation, Chancellor Broadcasting Company, Bonneville
                      International Corporation and Bonneville Holding Company,
                      dated as of August 6, 1997.
2.43(ss)           -- Letter Agreement, dated February 20, 1998, between CMCLA
                      and Capstar Broadcasting Corporation.
2.44(yy)           -- Amendment No. 1, dated May 19, 1998, to Letter Agreement
                      dated February 20, 1998, between CMCLA and Capstar
                      Broadcasting Corporation.
2.45(yy)           -- Unit and Stock Purchase Agreement by and among CMCLA,
                      Martin Media, L.P., Martin & MacFarlane, Inc., Nevada
                      Outdoor Systems, Inc., MW Sign Corp. and certain sellers
                      named therein, dated as of June 19, 1998 (see table of
                      contents for list of omitted schedules and exhibits).
2.46(yy)           -- Agreement and Plan of Merger between Chancellor Media
                      Corporation and Ranger Equity Holdings Corporation dated
                      as of July 7, 1998.
2.47(yy)           -- Asset Purchase Agreement, dated August 11, 1998, between
                      Chancellor Media Corporation of Los Angeles and
                      Independent Group Limited Partnership.
2.48(yy)           -- Asset Purchase Agreement, dated August 11, 1998, between
                      Chancellor Media Corporation of Los Angeles and Zapis
                      Communications Corporation.
2.49(yy)           -- Stock Purchase Agreement, dated August 11, 1998, among
                      Chancellor Media Corporation of Los Angeles, Young Ones,
                      Inc., Zebra Broadcasting Corporation and the Sellers
                      named therein.
2.50(yy)           -- Stock Purchase Agreement, dated August 11, 1998, among
                      Chancellor Media Corporation of Los Angeles, ML Media
                      Partners LP., Wincom Broadcasting Corporation and WIN
                      Communications, Inc.
2.51(yy)           -- Stock Purchase and Merger Agreement, dated July 9, 1998,
                      by and among Chancellor Media Corporation, Chancellor
                      Mexico LLC, Grupo Radio Centro, S.A. De C.V., and the
                      Selling Shareholders.
2.52(bbb)          -- Asset Purchase Agreement, dated August 30, 1998, by and
                      among Chancellor Media Corporation of Los Angeles,
                      Whiteco Industries Inc. and Metro Management Associates.
3.3(ff)            -- Certificate of Incorporation of Chancellor Media
                      Corporation of Los Angeles, formerly known as Evergreen
                      Media Corporation.

II-5


 EXHIBIT
   NO.                                DESCRIPTION OF EXHIBIT
 -------                              ----------------------
3.3A(pp)           -- Amendment to Certificate of Incorporation of Chancellor
                      Media Corporation of Los Angeles, filed September 5,
                      1997.
3.3B(uu)           -- Amendment to the Certificate of Incorporation of
                      Chancellor Media Corporation, filed October 28, 1997.
3.4(ff)            -- Bylaws of Chancellor Media Corporation of Los Angeles.
3.5(bbb)           -- Certificate of Incorporation of Chancellor Media of the
                      Lone Star State.
3.6(bbb)           -- Bylaws of Chancellor Media Corporation of the Lone Star
                      State.
3.7(bbb)           -- Certificate of Incorporation of KZPS/KDGE License Corp.
3.8(bbb)           -- Bylaws of KZPS/KDGE License Corp.
3.9(bbb)           -- Certificate of Incorporation of Chancellor Media
                      Corporation of California.
3.10(bbb)          -- Bylaws of Chancellor Media Corporation of California.
3.11(bbb)          -- Certificate of Incorporation of KIOI License Corp.
3.12(bbb)          -- Bylaws of KIOI License Corp.
3.13(bbb)          -- Certificate of Incorporation of Chancellor Media
                      Corporation of Illinois.
3.14(bbb)          -- Bylaws of Chancellor Media Corporation of Illinois.
3.15(bbb)          -- Certificate of Incorporation of Chancellor Media Illinois
                      License Corp.
3.16(bbb)          -- Bylaws of Chancellor Media Illinois License Corp.
3.17(bbb)          -- Certificate of Incorporation of Chancellor Media
                      Corporation of Dade County.
3.18(bbb)          -- Bylaws of Chancellor Media Corporation of Dade County.
3.19(bbb)          -- Certificate of Incorporation of WVCG License Corp.
3.20(bbb)          -- Bylaws of WVCG License Corp.
3.21(bbb)          -- Certificate of Incorporation of Chancellor Media
                      Corporation of Massachusetts.
3.22(bbb)          -- Bylaws of Chancellor Media Corporation of Massachusetts.
3.23(bbb)          -- Certificate of Incorporation of Chancellor Media
                      Pennsylvania License Corp.
3.24(bbb)          -- Bylaws of Chancellor Media Pennsylvania License Corp.
3.25(bbb)          -- Certificate of Incorporation of Chancellor Media
                      Corporation of Miami.
3.26(bbb)          -- Bylaws of Chancellor Media Corporation of Miami.
3.27(bbb)          -- Certificate of Incorporation of WEDR License Corp.
3.28(bbb)          -- Bylaws of WEDR License Corp.
3.29(bbb)          -- Agreement of Limited Partnership of Chancellor Media
                      Corporation of Houston Limited Partnership.
3.30(bbb)          -- Certificate of Incorporation of Chancellor Media
                      Corporation of Houston.

II-6


 EXHIBIT
   NO.                                DESCRIPTION OF EXHIBIT
 -------                              ----------------------
3.31(bbb)          -- Bylaws of Chancellor Media Corporation of Houston.
3.32(bbb)          -- Certificate of Incorporation of Chancellor Media
                      Corporation of the Keystone State.
3.33(bbb)          -- Bylaws of Chancellor Media Corporation of the Keystone
                      State.
3.34(bbb)          -- Certificate of Incorporation of Chancellor Media
                      Corporation of New York.
3.35(bbb)          -- Bylaws of Chancellor Media Corporation of New York.
3.36(bbb)          -- Certificate of Incorporation of Chancellor Media
                      Corporation of Charlotte.
3.37(bbb)          -- Bylaws of Chancellor Media Corporation of Charlotte.
3.38(bbb)          -- Certificate of WIOQ License Corp.
3.39(bbb)          -- Bylaws of WIOQ License Corp.
3.40(bbb)          -- Certificate of Incorporation of Chancellor Media
                      Corporation of Washington, D.C.
3.41(bbb)          -- Bylaws of Chancellor Media Corporation of Washington,
                      D.C.
3.42(bbb)          -- Certificate of Incorporation of Chancellor Media
                      Corporation of St. Louis.
3.43(bbb)          -- Bylaws of Chancellor Media Corporation of St. Louis.
3.44(bbb)          -- Certificate of Incorporation of Chancellor Media
                      Corporation of Michigan.
3.45(bbb)          -- Bylaws of Chancellor Media Corporation of Michigan.
3.46(bbb)          -- Certificate of Incorporation of Chancellor Media/WAXQ
                      License Corp.
3.47(bbb)          -- Bylaws of Chancellor Media/WAXQ License Corp.
3.48(bbb)          -- Certificate of WAXQ License Corp.
3.49(bbb)          -- Bylaws of WAXQ License Corp.
3.50(bbb)          -- Certificate of Incorporation of Chancellor Media/KCMG
                      Inc.
3.51(bbb)          -- Bylaws of Chancellor Media/KCMG Inc.
3.52(bbb)          -- Certificate of Incorporation of Chancellor
                      Media/Riverside Broadcasting Co., Inc.
3.53(bbb)          -- Bylaws of Chancellor Media/Riverside Broadcasting Co.,
                      Inc.
3.54(bbb)          -- Certificate of Incorporation of WLTW License Corp.
3.55(bbb)          -- Bylaws of WLTW License Corp.
3.56(bbb)          -- Certificate of Incorporation of Chancellor Media
                      Corporation of the Capital City.
3.57(bbb)          -- Bylaws of Chancellor Media Corporation of the Capital
                      City.
3.58(bbb)          -- Certificate of Incorporation of Chancellor Media D.C.
                      License Corp.
3.59(bbb)          -- Bylaws of Chancellor Media D.C. License Corp.

II-7


 EXHIBIT
   NO.                                DESCRIPTION OF EXHIBIT
 -------                              ----------------------
3.60(bbb)          -- Certificate of Incorporation of Chancellor Media Licensee
                      Company.
3.61(bbb)          -- Bylaws of Chancellor Media Licensee Company.
3.62(bbb)          -- Certificate of Incorporation of Chancellor Media/Trefoil
                      Communications, Inc.
3.63(bbb)          -- Amended and Restated Bylaws of Chancellor Media/Trefoil
                      Communications, Inc.
3.64(bbb)          -- Certificate of Incorporation of Chancellor Media/Shamrock
                      Broadcasting, Inc.
3.65(bbb)          -- Amended and Restated Bylaws of Chancellor Media/Shamrock
                      Broadcasting, Inc.
3.66(bbb)          -- Certificate of Incorporation of Chancellor Media/Shamrock
                      Radio Licenses, Inc.
3.67(bbb)          -- Bylaws of Chancellor Media/Shamrock Radio Licenses, Inc.
3.68(bbb)          -- Certificate of Incorporation of Chancellor Media/Shamrock
                      Broadcasting Licenses of Denver, Inc.
3.69(bbb)          -- Bylaws of Chancellor Media/Shamrock Broadcasting Licenses
                      of Denver, Inc.
3.70(bbb)          -- Articles of Incorporation of Chancellor Media/Shamrock
                      Broadcasting of Texas, Inc.
3.71(bbb)          -- Amended and Restated Bylaws of Chancellor Media/Shamrock
                      Broadcasting of Texas, Inc.
3.72(bbb)          -- Limited Liability Company Agreement of Chancellor
                      Media/Shamrock Radio Licenses, LLC.
3.73(bbb)          -- Certificate of Incorporation of Chancellor Media Outdoor
                      Corporation.
3.74(bbb)          -- Bylaws of Chancellor Media Outdoor Corporation.
3.75(bbb)          -- Certificate of Incorporation of Chancellor Media Nevada
                      Sign Corporation.
3.76(bbb)          -- Bylaws of Chancellor Media Nevada Sign Corporation.
3.77(bbb)          -- Certificate of Incorporation of Chancellor Media MW Sign
                      Corporation.
3.78(bbb)          -- Bylaws of Chancellor Media MW Sign Corporation.
3.79(bbb)          -- Certificate of Incorporation of Chancellor Media Martin
                      Corporation.
3.80(bbb)          -- Bylaws of Chancellor Media Martin Corporation.
3.81(bbb)          -- Articles of Incorporation of Western Poster, Inc.
3.82(bbb)          -- Bylaws of Western Poster, Inc.
3.83(bbb)          -- Certificate of Incorporation of The AMFM Radio Networks,
                      Inc.
3.84(bbb)          -- Bylaws of The AMFM Radio Networks, Inc.
3.85(bbb)          -- Certificate of Incorporation of Chancellor Media Air
                      Services Corporation.

II-8


 EXHIBIT
   NO.                                DESCRIPTION OF EXHIBIT
 -------                              ----------------------
3.86(bbb)          -- Bylaws of Chancellor Media Air Services Corporation.
3.87(bbb)          -- Certificate of Incorporation of Chancellor Media Whiteco
                      Outdoor Corporation.
3.88(bbb)          -- Bylaws of Chancellor Media Whiteco Outdoor Corporation.
3.89(bbb)          -- Certificate of Incorporation of Chancellor Merger Corp.
3.90(bbb)          -- Bylaws of Chancellor Merger Corp.
3.91(bbb)          -- Articles of Organization of Broadcast Architecture, Inc.
3.92(bbb)          -- Bylaws of Broadcast Architecture, Inc.
3.93(bbb)          -- Agreement of Limited Partnership of Martin Media.
3.94(bbb)          -- Articles of Incorporation of Dowling Company
                      Incorporated.
3.95(bbb)          -- Bylaws of Dowling Company Incorporated.
3.96(bbb)          -- Articles of Incorporation of Nevada Outdoor Systems, Inc.
3.97(bbb)          -- Bylaws of Nevada Outdoor Systems, Inc.
3.98(bbb)          -- Articles of Incorporation of MW Sign Corp.
3.99(bbb)          -- Bylaws of MW Sign Corp.
3.100(bbb)         -- Articles of Incorporation of Martin & MacFarlane, Inc.
3.101(bbb)         -- Bylaws of Martin & MacFarlane, Inc.
3.102(bbb)         -- Certificate of Incorporation of Katz Media Corporation.
3.103(bbb)         -- Bylaws of Katz Media Corporation.
3.104(bbb)         -- Certificate of Incorporation of Katz Communications, Inc.
3.105(bbb)         -- Bylaws of Katz Communications, Inc.
3.106(bbb)         -- Certificate of Incorporation of Katz Millennium
                      Marketing, Inc.
3.107(bbb)         -- Bylaws of Katz Millennium Marketing, Inc.
3.108(bbb)         -- Certificate of Incorporation of Amcast Radio Sales, Inc.
3.109(bbb)         -- Bylaws of Amcast Radio Sales, Inc.
3.110(bbb)         -- Certificate of Incorporation of Christal Radio Sales,
                      Inc.
3.111(bbb)         -- Amended and Restated Bylaws of Christal Radio Sales, Inc.
3.112(bbb)         -- Certificate of Incorporation of Eastman Radio Sales, Inc.
3.113(bbb)         -- Bylaws of Eastman Radio Sales, Inc.
3.114(bbb)         -- Certificate of Incorporation of Seltel, Inc.
3.115(bbb)         -- Bylaws of Seltel, Inc.
3.116(bbb)         -- Certificate of Incorporation of Katz Cable Corporation.
3.117(bbb)         -- Amended and Restated Bylaws of Katz Cable Corporation.
3.118(bbb)         -- Certificate of Incorporation of The National Payroll
                      Company, Inc.
3.119(bbb)         -- Bylaws of The National Payroll Company, Inc.
3.120(bbb)         -- Limited Liability Company Agreement of Chancellor Media
                      Radio Licenses, LLC

II-9


 EXHIBIT
   NO.                                DESCRIPTION OF EXHIBIT
 -------                              ----------------------
3.121(bbb)         -- Agreement of Limited Partnership of KLOL License Limited
                      Partnership.
3.122(bbb)         -- Agreement of Limited Partnership of WTOP License Limited
                      Partnership.
3.123(bbb)         -- Certificate of Formation of Radio 100, L.L.C.
4.10(t)            -- Second Amended and Restated Loan Agreement dated as of
                      April 25, 1997 among Evergreen Media Corporation of Los
                      Angeles, the financial institutions whose names appear as
                      Lenders on the signature pages thereof (the "Lenders"),
                      Toronto Dominion Securities, Inc., as Arranging Agent,
                      The Bank of New York and Bankers Trust Company, as
                      Co-Syndication Agents, NationsBank of Texas, N.A. and
                      Union Bank of California, as Co-Documentation Agents, and
                      Toronto Dominion (Texas), Inc., as Administrative Agent
                      for the Lenders, together with certain collateral
                      documents attached thereto as exhibits, including
                      Assignment of Partnership Interests, Assignment of Trust
                      Interests, Borrower's Pledge Agreement, Parent Company
                      Guaranty, Stock Pledge Agreement, Subsidiary Guaranty and
                      Subsidiary Pledge Agreement (see table of contents for
                      list of omitted schedules and exhibits.
4.11(z)            -- First Amendment to Second Amended and Restated Loan
                      Agreement, dated June 26, 1997, among Evergreen Media
                      Corporation of Los Angeles, the Lenders, the Agents and
                      the Administrative Agent.
4.15(aa)           -- Indenture, dated as of February 14, 1996, governing the
                      9 3/8% Senior Subordinated Notes due 2004 of CMCLA.
4.16(bb)           -- First Supplemental Indenture, dated as of February 14,
                      1996, to the Indenture dated February 14, 1996, governing
                      the 9 3/8% Senior Subordinated Notes due 2004 of CMCLA.
4.17(cc)           -- Indenture, dated as of February 26, 1996, governing the
                      12 1/4% Subordinated Exchange Debentures due 2008 of
                      CMCLA.
4.18(dd)           -- Indenture, dated as of January 23, 1997, governing the
                      12% Subordinated Exchange Debentures due 2009 of CMCLA.
4.19(ee)           -- Indenture, dated as of June 24, 1997, governing the
                      8 3/4% Senior Subordinated Notes due 2007 of CMCLA.
4.21(ff)           -- Specimen of the 12 1/4% Series A Senior Cumulative
                      Exchangeable Preferred Stock Certificate of CMCLA.
4.22(ff)           -- Specimen of the 12% Exchangeable Preferred Stock
                      Certificate of CMCLA.
4.23(ff)           -- Form of Certificate of Designation for the 12 1/4% Series
                      A Senior Cumulative Exchangeable Preferred Stock of
                      CMCLA.
4.24(ff)           -- Form of Certificate of Designation for the 12%
                      Exchangeable Preferred Stock of CMCLA.

II-10


 EXHIBIT
   NO.                                DESCRIPTION OF EXHIBIT
 -------                              ----------------------
4.25(pp)           -- Second Amendment to Second Amended and Restated Loan
                      Agreement, dated August 7, 1997, among Evergreen Media
                      Corporation of Los Angeles, the Lenders, the Agents and
                      the Administrative Agent.
4.26(hh)           -- Second Supplemental Indenture, dated as of April 15,
                      1997, to the Indenture dated February 14, 1996, governing
                      the 9 3/8% Senior Subordinated Notes due 2004 of CMCLA.
4.27(pp)           -- Third Supplemental Indenture, dated as of September 5,
                      1997, to the Indenture dated February 14, 1996, governing
                      the 9 3/8% Senior Subordinated Notes due 2004 of CMCLA.
4.28(pp)           -- First Supplemental Indenture, dated as of September 5,
                      1997, to the Indenture dated June 24, 1997, governing the
                      8 3/4% Senior Subordinated Notes due 2007 of CMCLA.
4.29(pp)           -- First Supplemental Indenture, dated as of September 5,
                      1997, to the Indenture dated February 26, 1997, governing
                      the 12 1/4% Subordinated Exchange Debentures due 2008 of
                      CMCLA.
4.30(pp)           -- First Supplemental Indenture, dated as of September 5,
                      1997, to the Indenture dated January 23, 1997, governing
                      the 12% Subordinated Exchange Debentures due 2009 of
                      CMCLA.
4.34(uu)           -- Amended and Restated Indenture, dated as of October 28,
                      1997, governing the 10 1/2% Senior Subordinated Notes due
                      2007 of CMCLA.
4.35(uu)           -- Second Supplement Indenture, dated as of October 28,
                      1997, to the Amended and Restated Indenture dated October
                      28, 1997 governing the 10 1/2% Senior Subordinated Notes
                      due 2007 of CMCLA.
4.36(uu)           -- Third Amendment to Second Amended and Restated Loan
                      Agreement, dated October 28, 1997, among CMCLA, the
                      Lenders, the Agents and the Administrative Agent.
4.37(uu)           -- Fourth Amendment to Second Amended and Restated Loan
                      Agreement, dated February 10, 1998, among CMCLA, the
                      Lenders, the Agents and the Administrative Agent.
4.38(vv)           -- Indenture, dated as of December 22, 1997, governing the
                      8 1/8% Senior Subordinated Notes due 2007 of CMCLA.
4.39(ww)           -- Fifth Amendment to Second Amended and Restated Loan
                      Agreement, dated May 1, 1998, among CMCLA, the Lenders,
                      the Agents and the Administrative Agent.
4.40(yy)           -- Sixth Amendment to Second Amended and Restated Loan
                      Agreement, dated July 31, 1998, among CMCLA, the Lenders,
                      the Agents and the Administrative Agent.
4.41(bbb)          -- Indenture, dated as of September 30, 1998, governing the
                      9% Senior Subordinated Notes due 2008 of CMCLA.
4.42(bbb)          -- Purchase Agreement, dated as of September 25, 1998, among
                      CMCLA, the Guarantors named therein and Goldman, Sachs &
                      Co.

II-11


  EXHIBIT
    NO.                                DESCRIPTION OF EXHIBIT
  -------                              ----------------------
 4.43(bbb)          -- Registration Rights Agreement, dated as of September 30,
                       1998, among CMCLA, the Guarantors named therein and
                       Goldman, Sachs & Co.
 4.44(aaa)          -- Seventh Amendment to Second Amended and Restated Loan
                       Agreement, dated November 9, 1998, among CMCLA, the
                       Lenders, the Agents and the Administrative Agent.
 4.45(bbb)          -- Indenture, dated as of November 17, 1998, governing the
                       8% Senior Notes due 2008 of CMCLA.
 4.46(bbb)          -- Purchase Agreement, dated as of November 12, 1998, among
                       CMCLA, the Guarantors named therein, BT Alex. Brown
                       Incorporated, Chase Securities Inc., Morgan Stanley & Co.
                       Incorporated and Salomon Smith Barney Inc.
 4.47(bbb)          -- Registration Rights Agreement, dated as of November 17,
                       1998, among CMCLA, the Guarantors named therein, BT Alex.
                       Brown Incorporated, Chase Securities Inc., Morgan Stanley
                       & Co. Incorporated and Salomon Smith Barney Inc.
 5.1*               -- Opinion of Weil, Gotshal & Manges LLP.
10.23(xx)           -- Amended and Restated Chancellor Media Corporation Stock
                       Option Plan for Non-employee Directors.
10.26(n)**          -- Employment Agreement dated February 9, 1996 by and
                       between Evergreen Media Corporation and Kenneth J.
                       O'Keefe.
10.28(o)            -- 1995 Stock Option Plan for executive officers and key
                       employees of Evergreen Media Corporation.
10.30(pp)**         -- First Amendment to Employment Agreement dated March 1,
                       1997 by and between Evergreen Media Corporation and
                       Kenneth J. O'Keefe.
10.31(pp)**         -- Employment Agreement dated September 4, 1997 by and among
                       Evergreen Media Corporation, Evergreen Media Corporation
                       of Los Angeles and Scott K. Ginsburg.
10.32(pp)**         -- Employment Agreement dated September 4, 1997 by and among
                       Evergreen Media Corporation, Evergreen Media Corporation
                       of Los Angeles and James de Castro.
10.33(pp)**         -- Employment Agreement dated September 4, 1997 by and among
                       Evergreen Media Corporation, Evergreen Media Corporation
                       of Los Angeles and Matthew E. Devine.
10.34(pp)**         -- Second Amendment to Employment Agreement dated September
                       4, 1997 by and among Evergreen Media Corporation,
                       Evergreen Media Corporation of Los Angeles and Kenneth J.
                       O'Keefe.
10.35(ii)**         -- Employment Agreement dated February 14, 19965 by and
                       among Chancellor Broadcasting Company, Chancellor Radio
                       Broadcasting Company and Steven Dinetz.
10.36(jj)           -- Chancellor Broadcasting Company 1996 Stock Award Plan.
10.37(kk)           -- Chancellor Holdings Corp. 1994 Director Stock Option
                       Plan.

II-12


  EXHIBIT
    NO.                                DESCRIPTION OF EXHIBIT
  -------                              ----------------------
10.38(ll)           -- Stock Option Grant Letter dated September 30, 1996 from
                       Chancellor Corporation to Steven Dinetz.
10.39(mm)           -- Stock Option Grant Letter dated September 30, 1996 from
                       Chancellor Corporation to Eric W. Neumann.
10.40(nn)           -- Stock Option Grant Letter dated September 30, 1996 from
                       Chancellor Corporation to Marvin Dinetz.
10.41(oo)           -- Stock Option Grant Letter dated February 14, 1997 from
                       Chancellor Broadcasting Company to Carl M. Hirsch.
10.44(vv)**         -- Agreement dated April 20, 1998 by and among Chancellor
                       Media Corporation, Chancellor Media Corporation of Los
                       Angeles and Scott K. Ginsburg.
10.45(vv)**         -- Employment Agreement dated April 29, 1998 by and among
                       Chancellor Media Corporation, Chancellor Media
                       Corporation of Los Angeles and Jeffrey A. Marcus.
10.46(yy)           -- Chancellor Media Corporation 1998 Stock Option Plan.
10.47(yy)           -- Voting Agreement, among Chancellor Media Corporation and
                       Rangers Equity Partners, L.P. dated as of July 7, 1998.
10.48(bbb)          -- Employment Agreement, dated as of May 18, 1998, by and
                       among Chancellor Media Corporation, Chancellor Media
                       Corporation of Los Angeles and James E. de Castro.
10.49(bbb)          -- Employment Agreement, dated as of May 18, 1998, by and
                       among Chancellor Media Corporation, Chancellor Media
                       Corporation of Los Angeles and Matthew E. Devine.
10.50(bbb)          -- Employment Agreement, dated as of June 1, 1998, by and
                       among Chancellor Media Corporation, Chancellor Media
                       Corporation of Los Angeles and Eric C. Neuman.
10.51(bbb)          -- Employment Agreement, dated as of August 18, 1998, by and
                       among Chancellor Media Corporation, Chancellor Media
                       Corporation of Los Angeles and James A. McLaughlin, Jr.
12.1+               -- Chancellor Media Corporation of Los Angeles Computation
                       of Ratio of Earnings to Combined Fixed Charges.
23.1                -- Consent of Weil, Gotshal & Manges LLP (included as part
                       of their opinion listed as Exhibit 5.1).
23.2+               -- Consent of PricewaterhouseCoopers LLP, independent
                       accountants.
23.3+               -- Consent of KPMG Peat Marwick LLP, independent
                       accountants.
23.4+               -- Consent of PricewaterhouseCoopers LLP, independent
                       accountants.
23.5+               -- Consent of KPMG Peat Marwick LLP, independent
                       accountants.
23.6+               -- Consent of Arthur Andersen LLP, independent accountants.
23.7+               -- Consent of BDO Seidman, LLP, independent accountants.
24.1+               -- Powers of Attorney (included on signature pages).

II-13


  EXHIBIT
    NO.                                DESCRIPTION OF EXHIBIT
  -------                              ----------------------
25.1*               -- Statement of Eligibility and Qualification of The Bank of
                       New York, as trustee, under the Indenture listed as
                       Exhibit 4.45 hereto on Form T-1.
99.1*               -- Form of Letter of Transmittal.
99.2*               -- Form of Notice of Guaranteed Delivery.


* To be filed by amendment.

** Management Contract or Compensatory Agreement.

+ Filed herewith.

(a) Incorporated by reference to the identically numbered exhibit to the Registration Statement on Form S-1, as amended (Reg. No. 33-60036), of Evergreen Media Corporation ("Evergreen").

(f) Incorporated by reference to the identically numbered exhibit to Evergreen's Registration Statement on Form S-4, as amended (Reg. No. 33-89838).

(h) Incorporated by reference to the identically numbered exhibit to Evergreen's Current Report on Form 8-K dated July 14, 1995.

(i) Incorporated by reference to the identically numbered exhibit to Evergreen's Current Report on Form 8-K dated January 17, 1996.

(j) Incorporated by reference to the identically numbered exhibit to Evergreen's Quarterly Report on Form 10-Q for the quarterly period ending June 30, 1995.

(k) Incorporated by reference to the identically numbered exhibit to Evergreen's Registration Statement on Form S-1, as amended (Reg. No. 33-69752).

(n) Incorporated by reference to the identically numbered exhibit to Evergreen's Annual Report on Form 10-K for the fiscal year ended December 31, 1995.

(o) Incorporated by reference to the identically numbered exhibit to Evergreen's Quarterly Report on Form 10-Q for the quarterly period ending March 31, 1996.

(p) Incorporated by reference to the identically numbered exhibit to Evergreen's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1996.

(q) Incorporated by reference to the identically numbered exhibit to Evergreen's Registration Statement on Form S-3, as amended (Reg. No. 333-12453).

(r) Incorporated by reference to the identically numbered exhibit to Evergreen's Current Report on Form 8-K dated February 16, 1997 and filed March 9, 1997.

(s) Incorporated by reference to the identically numbered exhibit to Evergreen's Annual Report on Form 10-K for the fiscal year ended December 31, 1996.

(t) Incorporated by reference to the identically numbered exhibit to Evergreen's Current Report on Form 8-K dated April 1, 1997 and filed May 9, 1997.

(y) Incorporated by reference to the identically numbered exhibit of Evergreen's Registration Statement on Form S-4, filed August 1, 1997.

(z) Incorporated by reference to the identically numbered exhibit to Evergreen's Current Report on Form 8-K dated July 7, 1997 and filed July 31, 1997.

II-14


(aa) Incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K of Chancellor Broadcasting Company and Chancellor Radio Broadcasting Company, as filed on February 29, 1996.

(bb) Incorporated by reference to Exhibit 4.5 to the Annual Report on Form 10-K of Chancellor Broadcasting Company, Chancellor Radio Broadcasting Company and Chancellor Broadcasting Licensee Company for the fiscal year ended December 31, 1995.

(cc) Incorporated by reference to Exhibit 4.6 to the Current Report on Form 8-K of Chancellor Broadcasting Company and Chancellor Radio Broadcasting Company, as filed on February 29, 1996.

(dd) Incorporated by reference to Exhibit 4.7 to the Current Report on Form 8-K of Chancellor Radio Broadcasting Company, as filed on February 6, 1997.

(ee) Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Chancellor Broadcasting Company and Chancellor Radio Broadcasting Company as filed on July 17, 1997.

(ff) Incorporated by reference to the identically-numbered exhibit to the Registration Statement on Form S-4 (Reg. No. 333-32259), dated July 29, 1997, as amended, of Evergreen Media Corporation of Los Angeles ("EMCLA").

(gg) Incorporated by reference to the identically numbered exhibit to the Quarterly Report on Form 10-Q of Evergreen and EMCLA for the quarterly period ending June 30, 1997.

(hh) Incorporated by reference to Exhibit 4.8 to the Quarterly Report on Form 10-Q of Chancellor Broadcasting Company ("CBC") and CRBC for the quarterly period ending March 31, 1997.

(ii) Incorporated by reference to Exhibit 10.6 to CBC's Registration Statement on Form S-1 (Reg. No. 333-02782) filed February 9, 1996.

(jj) Incorporated by reference to Exhibit 4.22 to Chancellor Media's Registration Statement on Form S-8 (Reg. No. 333-35039), dated September 5, 1997.

(kk) Incorporated by reference to Exhibit 4.23 to Chancellor Media's Registration Statement on Form S-8 (Reg. No. 333-35039), dated September 5, 1997.

(ll) Incorporated by reference to Exhibit 4.24 to Chancellor Media's Registration Statement on Form S-8 (Reg. No. 333-35039), dated September 5, 1997.

(mm) Incorporated by reference to Exhibit 4.25 to Chancellor Media's Registration Statement on Form S-8 (Reg. No. 333-35039), dated September 5, 1997.

(nn) Incorporated by reference to Exhibit 4.26 to Chancellor Media's Registration Statement on Form S-8 (Reg. No. 333-35039), dated September 5, 1997.

(oo) Incorporated by reference to Exhibit 4.27 to Chancellor Media's Registration Statement on Form S-8 (Reg. No. 333-35039), dated September 5, 1997.

(pp) Incorporated by reference to the identically numbered exhibit to the CMCLA's Registration Statement on Form S-4 (Reg. No. 333-36451), dated September 26, 1997, as amended.

II-15


(ss) Incorporated by reference to the identically numbered exhibit to the Current Report on Form 8-K of Chancellor Media and CMCLA, dated as of February 23, 1998 and filed as of February 27, 1998.

(tt) Incorporated by reference to the identically numbered exhibit to the Annual Report on Form 10-K of Chancellor Media and the CMCLA for the fiscal year ended December 31, 1997.

(uu) Incorporated by reference to the identically numbered exhibit to the Annual Report on Form 10-K of Chancellor and CMCLA for the fiscal year ended December 31, 1997.

(vv) Incorporated by reference to the identically numbered exhibit to CMCLA's Registration Statement on Form S-4 (Reg. No. 333-50739), dated April 22, 1998, as amended.

(ww) Incorporated by reference to the identically numbered exhibit to the Quarterly Report on Form 10-Q of Chancellor Media and CMCLA for the quarterly period ending March 31, 1998.

(xx) Incorporated by reference to Exhibit 4.41 to Chancellor Media's Registration Statement on Form S-8 (Reg. No. 333-53179), dated May 20, 1998.

(yy) Incorporated by reference to the identically numbered exhibit to the Quarterly Report on Form 10-Q of Chancellor Media and CMCLA for the quarterly period ending June 30, 1998.

(aaa) Incorporated by reference to Exhibit 4.42 to the Quarterly Report on Form 10-Q of Chancellor Media and CMCLA for the quarterly period ending September 30, 1998.

(bbb) Incorporated by reference to the identically numbered exhibit to CMCLA's Registration Statement on Form S-4 (Reg. No. 333-66971), dated December 10, 1998, as amended.

The Company hereby agrees to furnish supplementary a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.

B. Financial Statement Schedules

All schedules have been omitted since the required information is either not present or not present in amounts sufficient to require submission of the schedules, or because the information required is included in the consolidated financial statements or the notes thereto.

ITEM 22. UNDERTAKINGS.

A. 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 provisions described under Item 20 above, 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 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expense 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 against the

II-16


registrant 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 Act and will be governed by the final adjudication of such issue.

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 therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C. The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

D. The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

E. (1) The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145, the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(2) The registrant undertakes that every prospectus: (i) that is filed pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act of 1933, as amended, and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes 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.

II-17


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant 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 December 23, 1998.

CHANCELLOR MEDIA CORPORATION
OF LOS ANGELES

By:       /s/ MATTHEW E. DEVINE
   --------------------------------------
             Matthew E. Devine
         Senior Vice President and
          Chief Financial Officer

POWERS OF ATTORNEY

Each person whose signature appears below constitutes and appoints Jeffrey A. Marcus and Matthew E. Devine, and each of them, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign any or all further amendment (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorney-in-fact and agent, 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 to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

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

                SIGNATURE                             TITLE                   DATE
                ---------                             -----                   ----

                                            Chairman of the Board
------------------------------------------
             Thomas O. Hicks

          /s/ JEFFREY A. MARCUS             Chief Executive Officer     December 23, 1998
------------------------------------------  and President (Principal
            Jeffrey A. Marcus               Executive Officer)

          /s/ JAMES E. DE CASTRO            Chief Operating Officer     December 23, 1998
------------------------------------------  and Director
            James E. de Castro

          /s/ MATTHEW E. DEVINE             Senior Vice President and   December 23, 1998
------------------------------------------  Chief Financial Officer
            Matthew E. Devine               (Principal Financial
                                            Officer and Principal
                                            Accounting Officer)

II-18


                SIGNATURE                             TITLE                   DATE
                ---------                             -----                   ----

           /s/ THOMAS J. HODSON             Director                    December 23, 1998
------------------------------------------
             Thomas J. Hodson

            /s/ PERRY J. LEWIS              Director                    December 23, 1998
------------------------------------------
              Perry J. Lewis

            /s/ JOHN H. MASSEY              Director                    December 23, 1998
------------------------------------------
              John H. Massey

          /s/ MICHAEL J. LEVITT             Director                    December 23, 1998
------------------------------------------
            Michael J. Levitt

                                            Director
------------------------------------------
         Lawrence D. Stuart, Jr.

            /s/ STEVEN DINETZ               Director                    December 23, 1998
------------------------------------------
              Steven Dinetz

        /s/ VERNON E. JORDAN, JR.           Director                    December 23, 1998
------------------------------------------
          Vernon E. Jordan, Jr.

           /s/ J. OTIS WINTERS              Director                    December 23, 1998
------------------------------------------
             J. Otis Winters

II-19


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the Co-Registrants listed on Attachment A hereto 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 December 23, 1998.

THE CO-REGISTRANTS LISTED ON
ATTACHMENT A HERETO

By:       /s/ MATTHEW E. DEVINE
   --------------------------------------
             Matthew E. Devine
               Vice President
      of Each Co-Registrant Listed on
                Attachment A

POWERS OF ATTORNEY

Each person whose signature appears below constitutes and appoints Jeffrey A. Marcus and Matthew E. Devine, and each of them, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign any or all further amendment (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorney-in-fact and agent, 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 to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES AND EXCHANGE ACT OF 1933, AS AMENDED, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.

                SIGNATURES                            TITLE                   DATE
                ----------                            -----                   ----

          /s/ JEFFREY A. MARCUS             Chief Executive Officer     December 23, 1998
------------------------------------------    and President of Each
            Jeffrey A. Marcus                 Co-Registrant (Principal
                                              Executive Officer of
                                              Each Co-Registrant)

          /s/ MATTHEW E. DEVINE             Vice President and          December 23, 1998
------------------------------------------    Director of Each
            Matthew E. Devine                 Co-Registrant (Principal
                                              Financial Officer and
                                              Principal Accounting
                                              Officer of Each
                                              Co-Registrant)

II-20


                SIGNATURES                            TITLE                   DATE
                ----------                            -----                   ----

            /s/ ERIC C. NEUMAN              Director of Each Co-        December 23, 1998
------------------------------------------    Registrant
              Eric C. Neuman

                                            Director of Each Co-
------------------------------------------    Registrant
         Lawrence D. Stuart, Jr.

II-21


ATTACHMENT A

NAME

Chancellor Media Corporation of the Lone Star State
KZPS/KDGE License Corp.
Chancellor Media Corporation of California
KIOI License Corp.
Chancellor Media Corporation of Illinois
Chancellor Media Illinois License Corp.
Chancellor Media Corporation of Dade County
WVCG License Corp.
Chancellor Media Corporation of Massachusetts
Chancellor Media Pennsylvania License Corp.
Chancellor Media Corporation of Miami
WEDR License Corp.
Chancellor Media Corporation of Houston
Chancellor Media Corporation of the Keystone State
Chancellor Media Corporation of New York
Chancellor Media Corporation of Charlotte
WIOQ License Corp.
Chancellor Media Corporation of Washington, D.C.
Chancellor Media Corporation of St. Louis
Chancellor Media Corporation of Michigan
Chancellor Media/WAXQ Inc.
WAXQ License Corp.
Chancellor Media/KCMG Inc.
Chancellor Media/Riverside Broadcasting Co., Inc.
WLTW License Corp.
Chancellor Media Corporation of the Capital City
Chancellor Media D.C. License Corp.
Chancellor Media Licensee Company
Chancellor Media/Trefoil Communications, Inc.
Chancellor Media/Shamrock Broadcasting, Inc.
Chancellor Media/Shamrock Radio Licenses, Inc.
Chancellor Media/Shamrock Broadcasting Licenses of Denver,
  Inc.
Chancellor Media/Shamrock Broadcasting of Texas, Inc.
The AMFM Radio Networks, Inc.
Chancellor Media Air Services Corporation
Chancellor Merger Corp.
Broadcast Architecture, Inc.

II-22


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the Co-Registrants listed on Attachment B hereto 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 December 23, 1998.
THE CO-REGISTRANTS LISTED ON ATTACHMENT B HERETO.

By:       /s/ MATTHEW E. DEVINE
   --------------------------------------
             Matthew E. Devine
    Vice President of Each Co-Registrant
           Listed on Attachment B

POWERS OF ATTORNEY

Each person whose signature appears below constitutes and appoints Matthew E. Devine as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign any or all further amendment (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorney-in-fact and agent, 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 to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES AND EXCHANGE ACT OF 1933, AS AMENDED, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.

                SIGNATURES                            TITLE                   DATE
                ----------                            -----                   ----

          /s/ JEFFREY A. MARCUS             Chief Executive Officer,    December 23, 1998
------------------------------------------    President and Director
            Jeffrey A. Marcus                 of Each Co-Registrant
                                              (Principal Executive
                                              Officer)

          /s/ MATTHEW E. DEVINE             Vice President of Each Co-  December 23, 1998
------------------------------------------    Registrant, (Principal
            Matthew E. Devine                 Financial Officer and
                                              Principal Accounting
                                              Officer)

            /s/ ERIC C. NEUMAN              Director of each            December 23, 1998
------------------------------------------    Co-Registrant
              Eric C. Neuman

II-23


ATTACHMENT B

NAME

Chancellor Media Outdoor Corporation
Chancellor Media Nevada Sign Corporation
Chancellor Media MW Sign Corporation
Chancellor Media Martin Corporation
Chancellor Media Whiteco Outdoor Corporation
Dowling Company Incorporated
Nevada Outdoor Systems, Inc.

II-24


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the Co-Registrants listed on Attachment C hereto 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 December 23, 1998.
THE CO-REGISTRANTS LISTED ON ATTACHMENT C HERETO.

By:       /s/ RICHARD E. VENDIG
   --------------------------------------
             Richard E. Vendig
   Senior Vice President, Chief Financial
                     and
    Administrative Officer, Treasurer of
                    Each
    Co-Registrant Listed on Attachment C

POWERS OF ATTORNEY

Each person whose signature appears below constitutes and appoints Matthew E. Devine as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign any or all further amendment (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorney-in-fact and agent, 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 to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES AND EXCHANGE ACT OF 1933, AS AMENDED, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.

                SIGNATURES                            TITLE                   DATE
                ----------                            -----                   ----

          /s/ RICHARD E. VENDIG             Senior Vice President,      December 23, 1998
------------------------------------------    Chief Financial and
            Richard E. Vendig                 Administrative Officer,
                                              Treasurer of Each Co-
                                              Registrant (Principal
                                              Executive Officer,
                                              Principal Financial
                                              Officer and Principal
                                              Accounting Officer)

          /s/ JEFFREY A. MARCUS             Director of Each Co-        December 23, 1998
------------------------------------------    Registrant
            Jeffrey A. Marcus

II-25


                SIGNATURES                            TITLE                   DATE
                ----------                            -----                   ----

          /s/ MATTHEW E. DEVINE             Director of Each Co-        December 23, 1998
------------------------------------------    Registrant
            Matthew E. Devine

            /s/ ERIC C. NEUMAN              Director of Each Co-        December 23, 1998
------------------------------------------    Registrant
              Eric C. Neuman

II-26


ATTACHMENT C

NAME

MW Sign Corp.
Martin & MacFarlane, Inc.
Katz Media Corporation
Katz Communications, Inc.
Katz Millennium Marketing, Inc.
Amcast Radio Sales, Inc.
Christal Radio Sales, Inc.
Eastman Radio Sales, Inc.
Seltel, Inc.
Katz Cable Corporation
The National Payroll Company, Inc.

II-27


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the Co-Registrants 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 December 23, 1998.

CHANCELLOR MEDIA/SHAMROCK
RADIO LICENSES, LLC
CHANCELLOR MEDIA RADIO
LICENSES, LLC
RADIO 100, L.L.C.

By:       /s/ MATTHEW E. DEVINE
   --------------------------------------
             Matthew E. Devine
    Vice President of Each Co-Registrant

POWERS OF ATTORNEY

Each person whose signature appears below constitutes and appoints Jeffrey A. Marcus and Matthew E. Devine, and each of them, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign any or all further amendment (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorney-in-fact and agent, 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 to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES AND EXCHANGE ACT OF 1933, AS AMENDED, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.

                SIGNATURES                            TITLE                   DATE
                ----------                            -----                   ----

          /s/ JEFFREY A. MARCUS             Chief Executive Officer     December 23, 1998
------------------------------------------    and President of Each
            Jeffrey A. Marcus                 Co-Registrant (Principal
                                              Executive Officer)

          /s/ MATTHEW E. DEVINE             Vice President of Each Co-  December 23, 1998
------------------------------------------    Registrant (Principal
            Matthew E. Devine                 Financial Officer and
                                              Principal Accounting
                                              Officer)

II-28


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Co-Registrant 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 December 23, 1998.

WTOP LICENSE LIMITED
PARTNERSHIP

By: CHANCELLOR MEDIA CORPORATION OF
WASHINGTON, D.C., its general partner

By:       /s/ MATTHEW E. DEVINE
   --------------------------------------
             Matthew E. Devine
               Vice President

POWERS OF ATTORNEY

Each person whose signature appears below constitutes and appoints Jeffrey A. Marcus and Matthew E. Devine, and each of them, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign any or all further amendment (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorney-in-fact and agent, 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 to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES AND EXCHANGE ACT OF 1933, AS AMENDED, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.

                SIGNATURES                             TITLE                    DATE
                ----------                             -----                    ----

          /s/ JEFFREY A. MARCUS             Chief Executive Officer and   December 23, 1998
------------------------------------------    President (Principal
            Jeffrey A. Marcus                 Executive Officer)

          /s/ MATTHEW E. DEVINE             Vice President and Director   December 23, 1998
------------------------------------------    (Principal Financial
            Matthew E. Devine                 Officer and Principal
                                              Accounting Officer)

            /s/ ERIC C. NEUMAN              Director                      December 23, 1998
------------------------------------------
              Eric C. Neuman

                                            Director
------------------------------------------
         Lawrence D. Stuart, Jr.

II-29


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the Co-Registrants 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 December 23, 1998.

CHANCELLOR MEDIA CORPORATION
OF HOUSTON LIMITED PARTNERSHIP
KLOL LICENSE LIMITED
PARTNERSHIP

By: CHANCELLOR MEDIA CORPORATION OF
HOUSTON, their general partner

By:       /s/ MATTHEW E. DEVINE
   --------------------------------------
             Matthew E. Devine
               Vice President

POWERS OF ATTORNEY

Each person whose signature appears below constitutes and appoints Jeffrey A. Marcus and Matthew E. Devine, and each of them, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign any or all further amendment (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorney-in-fact and agent, 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 to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES AND EXCHANGE ACT OF 1933, AS AMENDED, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.

                SIGNATURES                            TITLE                   DATE
                ----------                            -----                   ----

          /s/ JEFFREY A. MARCUS             Chief Executive Officer     December 23, 1998
------------------------------------------    and President (Principal
            Jeffrey A. Marcus                 Executive Officer)

          /s/ MATTHEW E. DEVINE             Vice President and          December 23, 1998
------------------------------------------    Director (Principal
            Matthew E. Devine                 Financial Officer and
                                              Principal Accounting
                                              Officer)

II-30


                SIGNATURES                            TITLE                   DATE
                ----------                            -----                   ----

            /s/ ERIC C. NEUMAN              Director                    December 23, 1998
------------------------------------------
              Eric C. Neuman

                                            Director
------------------------------------------
         Lawrence D. Stuart, Jr.

II-31


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Co-Registrant 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 December 23, 1998.

MARTIN MEDIA, L.P.

By: MW SIGN CORP., its general partner

By:       /s/ MATTHEW E. DEVINE
   --------------------------------------
             Matthew E. Devine
               Vice President

POWERS OF ATTORNEY

Each person whose signature appears below constitutes and appoints Jeffrey A. Marcus and Matthew E. Devine, and each of them, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign any or all further amendment (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorney-in-fact and agent, 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 to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES AND EXCHANGE ACT OF 1933, AS AMENDED, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.

                SIGNATURES                            TITLE                   DATE
                ----------                            -----                   ----

          /s/ JEFFREY A. MARCUS             Chief Executive Officer,    December 23, 1998
------------------------------------------    President and Director
            Jeffrey A. Marcus                 (Principal Executive
                                              Officer)

          /s/ MATTHEW E. DEVINE             Vice President and          December 23, 1998
------------------------------------------    Director (Principal
            Matthew E. Devine                 Financial Officer and
                                              Principal Accounting
                                              Officer)

            /s/ ERIC C. NEUMAN              Director                    December 23, 1998
------------------------------------------
              Eric C. Neuman

II-32


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Co-Registrant 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 December 23, 1998.

WESTERN POSTER SERVICE, INC.

By:       /s/ MATTHEW E. DEVINE
   --------------------------------------
             Matthew E. Devine
               Vice President

POWERS OF ATTORNEY

Each person whose signature appears below constitutes and appoints Jeffrey A. Marcus and Matthew E. Devine, and each of them, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign any or all further amendment (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorney-in-fact and agent, 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 to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES AND EXCHANGE ACT OF 1933, AS AMENDED, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.

                SIGNATURES                            TITLE                   DATE
                ----------                            -----                   ----

          /s/ JEFFREY A. MARCUS             Chief Executive Officer,    December 23, 1998
------------------------------------------    President and Director
            Jeffrey A. Marcus                 (Principal Executive
                                              Officer)

          /s/ MATTHEW E. DEVINE             Vice President and          December 23, 1998
------------------------------------------    Director (Principal
            Matthew E. Devine                 Financial Officer and
                                              Principal Accounting
                                              Officer)

            /s/ ERIC C. NEUMAN              Director                    December 23, 1998
------------------------------------------
              Eric C. Neuman

                                            Director
------------------------------------------
             Rachel Kitchens

                                            Director
------------------------------------------
              William Pierce

II-33


INDEX TO EXHIBITS

 EXHIBIT
   NO.                               DESCRIPTION OF EXHIBIT
 -------                             ----------------------
2.11(h)           -- Agreement and Plan of Merger by and among Pyramid
                     Communications, Inc., Evergreen Media Corporation and
                     Evergreen Media/Pyramid Corporation dated as of July 14,
                     1995 (see table of contents for list of omitted exhibits
                     and schedules).
2.11A(i)          -- Amendment to Plan and Agreement of Merger by and among
                     Pyramid Communications, Inc., Evergreen Media Corporation
                     and Evergreen Media/Pyramid Corporation dated September
                     7, 1995.
2.11B(i)          -- Amendment to Plan and Agreement of Merger by and among
                     Pyramid Communications, Inc., Evergreen Media Corporation
                     and Evergreen Media/Pyramid Corporation dated January 11,
                     1996.
2.12(j)           -- Purchase Agreement between Fairbanks Communications, Inc.
                     and Evergreen Media Corporation dated October 12, 1995
                     (see table of contents for list of omitted exhibits and
                     schedules).
2.13(n)           -- Option Agreement dated as of January 9, 1996 between
                     Chancellor Broadcasting Company and Evergreen Media
                     Corporation (including Form of Advertising Brokerage
                     Agreement and Form of Asset Purchase Agreement).
2.14(o)           -- Asset Purchase Agreement dated April 4, 1996 between
                     American Radio Systems Corporation and Evergreen Media
                     Corporation of Buffalo (see table of contents for list of
                     omitted exhibits and schedules).
2.15(o)           -- Asset Purchase Agreement dated April 11, 1996 between
                     Mercury Radio Communications, L.P. and Evergreen Media
                     Corporation of Los Angeles, Evergreen Media/Pyramid
                     Holdings Corporation, WHTT (AM) License Corp. and WHTT
                     (FM) License Corp. (see table of contents for list of
                     omitted exhibits and schedules).
2.16(o)           -- Asset Purchase Agreement dated April 19, 1996 between
                     Crescent Communications L.P. and Evergreen Media
                     Corporation of Los Angeles (see table of contents for
                     list of omitted exhibits and schedules).
2.17(p)           -- Asset Purchase Agreement dated June 13, 1996 between
                     Evergreen Media Corporation of Los Angeles and Greater
                     Washington Radio, Inc. (see table of contents for list of
                     omitted exhibits and schedules).
2.18(p)           -- Asset Exchange Agreement dated June 13, 1996 among
                     Evergreen Media Corporation of Los Angeles, Evergreen
                     Media Corporation of the Bay State, WKLB License Corp.,
                     Greater Media Radio, Inc. and Greater Washington Radio,
                     Inc. (see table of contents for list of omitted exhibits
                     and schedules).
2.19(p)           -- Purchase Agreement dated June 27, 1996 between WEDR,
                     Inc., and Evergreen Media Corporation of Los Angeles.
                     (See table of contents for list of omitted schedules).
2.20(p)           -- Time Brokerage Agreement dated July 10, 1996 by and
                     between Evergreen Media Corporation of Detroit, as
                     Licensee, and Kidstar Interactive Media Incorporated, as
                     Time Broker.


 EXHIBIT
   NO.                               DESCRIPTION OF EXHIBIT
 -------                             ----------------------
2.21(p)           -- Asset Purchase Agreement dated July 15, 1996 by and among
                     Century Chicago Broadcasting L.P., Century Broadcasting
                     Corporation, Evergreen Media Corporation of Los Angeles
                     and Evergreen Media Corporation of Chicago.
2.22(p)           -- Asset Purchase Agreement dated August 12, 1996 by and
                     among Chancellor Broadcasting Company, Shamrock
                     Broadcasting, Inc. and Evergreen Media Corporation of the
                     Great Lakes.
2.23(p)           -- Asset Purchase Agreement dated as of August 12, 1996
                     between Secret Communications Limited Partnership and
                     Evergreen Media Corporation of Los Angeles (WQRS-FM).
                     (See table of contents for list of omitted exhibits and
                     schedules)
2.24(p)           -- Asset Purchase Agreement dated as of August 12, 1996
                     between Secret Communications Limited Partnership and
                     Evergreen Media Corporation of Los Angeles. (See table of
                     contents for list of omitted schedules)
2.25(q)           -- Letter of intent dated August 27, 1996 between EZ
                     Communications, Inc. and Evergreen Media Corporation.
2.26(q)           -- Asset Purchase Agreement dated September 19, 1996 between
                     Beasley-FM Acquisition Corp., WDAS License Limited
                     Partnership and Evergreen Media Corporation of Los
                     Angeles.
2.27(q)           -- Asset Purchase Agreement dated September 19, 1996 between
                     The Brown Organization and Evergreen Media Corporation of
                     Los Angeles.
2.28(r)           -- Stock Purchase Agreement by and between Viacom
                     International Inc. and Evergreen Media Corporation of Los
                     Angeles, dated February 16, 1997 (See table of contents
                     for omitted schedules and exhibits).
2.29(r)           -- Agreement and Plan of Merger, by and among Evergreen
                     Media Corporation, Chancellor Broadcasting Company and
                     Chancellor Radio Broadcasting Company, dated as of
                     February 19, 1997.
2.30(r)           -- Stockholders Agreement, by and among Chancellor
                     Broadcasting Company, Evergreen Media Corporation, Scott
                     K. Ginsburg (individually and as custodian for certain
                     shares held by his children), HM2/Chancellor, L.P.,
                     Hicks, Muse, Tate & First Equity Fund II, L.P., HM2/HMW,
                     L.P., The Chancellor Business Trust, HM2/HMD Sacramento
                     GP, L.P., Thomas O. Hicks, as Trustee of the William Cree
                     Hicks 1992 Irrevocable Trust, Thomas O. Hicks, as Trustee
                     of the Catherine Forgave Hicks 1993 Irrevocable Trust,
                     Thomas O. Hicks, as Trustee of the John Alexander Hicks
                     1984 Trust, Thomas O. Hicks, as Trustee of the Mack
                     Hardin Hicks 1984 Trust, Thomas O. Hicks, as Trustee of
                     Robert Bradley Hicks 1984 Trust, Thomas O. Hicks, as
                     Trustee of the Thomas O. Hicks, Jr. 1984 Trust, Thomas O.
                     Hicks and H. Rand Reynolds, as Trustees for the Muse
                     Children's GS Trust, and Thomas O. Hicks, dated as of
                     February 19, 1997.


 EXHIBIT
   NO.                               DESCRIPTION OF EXHIBIT
 -------                             ----------------------
2.31(r)           -- Joint Purchase Agreement, by and among Chancellor Radio
                     Broadcasting Company, Chancellor Broadcasting Company,
                     Evergreen Media Corporation of Los Angeles, and Evergreen
                     Media Corporation, dated as of February 19, 1997.
2.32(s)           -- Asset Exchange Agreement, by and among EZ Communications,
                     Inc., Professional Broadcasting Incorporated, EZ
                     Philadelphia, Inc., Evergreen Media Corporation of Los
                     Angeles, Evergreen Media Corporation of Charlotte,
                     Evergreen Media Corporation of the East, Evergreen Media
                     Corporation of Carolinaland, WBAV/ WBAV-FM/WPEG License
                     Corp. and WRFX License Corp., dated as of December 5,
                     1996 (See table of contents for list of omitted
                     schedules).
2.33(s)           -- Asset Purchase Agreement, by and among EZ Communications,
                     Inc., Professional Broadcasting Incorporated, EZ
                     Charlotte, Inc., Evergreen Media Corporation of Los
                     Angeles, Evergreen Media Corporation of the East and
                     Evergreen Media Corporation of Carolinaland, dated as of
                     December 5, 1996 (See table of contents for list of
                     omitted schedules).
2.34(t)           -- Asset Purchase Agreement by and between Pacific and
                     Southern Company, Inc. and Evergreen Media Corporation of
                     Los Angeles (re: WGCI-AM and WGCI-FM), dated as of April
                     4, 1997 (see table of contents for list of omitted
                     schedules and exhibits).
2.35(t)           -- Asset Purchase Agreement by and between Pacific and
                     Southern Company, Inc. and Evergreen Media Corporation of
                     Los Angeles (re: KKBQ-AM and KKBQ-FM), dated as of April
                     4, 1997 (see table of contents for list of omitted
                     schedules and exhibits).
2.36(t)           -- Asset Purchase Agreement by and between Pacific and
                     Southern Company, Inc. and Evergreen Media Corporation of
                     Los Angeles (re: KHKS-FM), dated as of April 4, 1997 (see
                     table of contents for list of omitted schedules and
                     exhibits).
2.41(y)           -- Amended and Restated Agreement and Plan of Merger among
                     Chancellor Broadcasting Company, Chancellor Radio
                     Broadcasting Company, Evergreen Media Corporation,
                     Evergreen Mezzanine Holdings Corporation and Evergreen
                     Media Corporation of Los Angeles, dated as of February
                     19, 1997, amended and restated as of July 31, 1997.
2.42(gg)          -- Option Agreement, by and among Evergreen Media
                     Corporation, Chancellor Broadcasting Company, Bonneville
                     International Corporation and Bonneville Holding Company,
                     dated as of August 6, 1997.
2.43(ss)          -- Letter Agreement, dated February 20, 1998, between CMCLA
                     and Capstar Broadcasting Corporation.
2.44(yy)          -- Amendment No. 1, dated May 19, 1998, to Letter Agreement
                     dated February 20, 1998, between CMCLA and Capstar
                     Broadcasting Corporation.


 EXHIBIT
   NO.                               DESCRIPTION OF EXHIBIT
 -------                             ----------------------
2.45(yy)          -- Unit and Stock Purchase Agreement by and among CMCLA,
                     Martin Media, L.P., Martin & MacFarlane, Inc., Nevada
                     Outdoor Systems, Inc., MW Sign Corp. and certain sellers
                     named therein, dated as of June 19, 1998 (see table of
                     contents for list of omitted schedules and exhibits).
2.46(yy)          -- Agreement and Plan of Merger between Chancellor Media
                     Corporation and Ranger Equity Holdings Corporation dated
                     as of July 7, 1998.
2.47(yy)          -- Asset Purchase Agreement, dated August 11, 1998, between
                     Chancellor Media Corporation of Los Angeles and
                     Independent Group Limited Partnership.
2.48(yy)          -- Asset Purchase Agreement, dated August 11, 1998, between
                     Chancellor Media Corporation of Los Angeles and Zapis
                     Communications Corporation.
2.49(yy)          -- Stock Purchase Agreement, dated August 11, 1998, among
                     Chancellor Media Corporation of Los Angeles, Young Ones,
                     Inc., Zebra Broadcasting Corporation and the Sellers
                     named therein.
2.50(yy)          -- Stock Purchase Agreement, dated August 11, 1998, among
                     Chancellor Media Corporation of Los Angeles, ML Media
                     Partners LP., Wincom Broadcasting Corporation and WIN
                     Communications, Inc.
2.51(yy)          -- Stock Purchase and Merger Agreement, dated July 9, 1998,
                     by and among Chancellor Media Corporation, Chancellor
                     Mexico LLC, Grupo Radio Centro, S.A. De C.V., and the
                     Selling Shareholders.
2.52(bbb)         -- Asset Purchase Agreement, dated August 30, 1998, by and
                     among Chancellor Media Corporation of Los Angeles,
                     Whiteco Industries Inc. and Metro Management Associates.
3.3(ff)           -- Certificate of Incorporation of Chancellor Media
                     Corporation of Los Angeles, formerly known as Evergreen
                     Media Corporation.
3.3A(pp)          -- Amendment to Certificate of Incorporation of Chancellor
                     Media Corporation of Los Angeles, filed September 5,
                     1997.
3.3B(uu)          -- Amendment to the Certificate of Incorporation of
                     Chancellor Media Corporation, filed October 28, 1997.
3.4(ff)           -- Bylaws of Chancellor Media Corporation of Los Angeles.
3.5(bbb)          -- Certificate of Incorporation of Chancellor Media of the
                     Lone Star State.
3.6(bbb)          -- Bylaws of Chancellor Media Corporation of the Lone Star
                     State.
3.7(bbb)          -- Certificate of Incorporation of KZPS/KDGE License Corp.
3.8(bbb)          -- Bylaws of KZPS/KDGE License Corp.
3.9(bbb)          -- Certificate of Incorporation of Chancellor Media
                     Corporation of California.
3.10(bbb)         -- Bylaws of Chancellor Media Corporation of California.
3.11(bbb)         -- Certificate of Incorporation of KIOI License Corp.
3.12(bbb)         -- Bylaws of KIOI License Corp.


 EXHIBIT
   NO.                               DESCRIPTION OF EXHIBIT
 -------                             ----------------------
3.13(bbb)         -- Certificate of Incorporation of Chancellor Media
                     Corporation of Illinois.
3.14(bbb)         -- Bylaws of Chancellor Media Corporation of Illinois.
3.15(bbb)         -- Certificate of Incorporation of Chancellor Media Illinois
                     License Corp.
3.16(bbb)         -- Bylaws of Chancellor Media Illinois License Corp.
3.17(bbb)         -- Certificate of Incorporation of Chancellor Media
                     Corporation of Dade County.
3.18(bbb)         -- Bylaws of Chancellor Media Corporation of Dade County.
3.19(bbb)         -- Certificate of Incorporation of WVCG License Corp.
3.20(bbb)         -- Bylaws of WVCG License Corp.
3.21(bbb)         -- Certificate of Incorporation of Chancellor Media
                     Corporation of Massachusetts.
3.22(bbb)         -- Bylaws of Chancellor Media Corporation of Massachusetts.
3.23(bbb)         -- Certificate of Incorporation of Chancellor Media
                     Pennsylvania License Corp.
3.24(bbb)         -- Bylaws of Chancellor Media Pennsylvania License Corp.
3.25(bbb)         -- Certificate of Incorporation of Chancellor Media
                     Corporation of Miami.
3.26(bbb)         -- Bylaws of Chancellor Media Corporation of Miami.
3.27(bbb)         -- Certificate of Incorporation of WEDR License Corp.
3.28(bbb)         -- Bylaws of WEDR License Corp.
3.29(bbb)         -- Agreement of Limited Partnership of Chancellor Media
                     Corporation of Houston Limited Partnership.
3.30(bbb)         -- Certificate of Incorporation of Chancellor Media
                     Corporation of Houston.
3.31(bbb)         -- Bylaws of Chancellor Media Corporation of Houston.
3.32(bbb)         -- Certificate of Incorporation of Chancellor Media
                     Corporation of the Keystone State.
3.33(bbb)         -- Bylaws of Chancellor Media Corporation of the Keystone
                     State.
3.34(bbb)         -- Certificate of Incorporation of Chancellor Media
                     Corporation of New York.
3.35(bbb)         -- Bylaws of Chancellor Media Corporation of New York.
3.36(bbb)         -- Certificate of Incorporation of Chancellor Media
                     Corporation of Charlotte.
3.37(bbb)         -- Bylaws of Chancellor Media Corporation of Charlotte.
3.38(bbb)         -- Certificate of WIOQ License Corp.
3.39(bbb)         -- Bylaws of WIOQ License Corp.
3.40(bbb)         -- Certificate of Incorporation of Chancellor Media
                     Corporation of Washington, D.C.
3.41(bbb)         -- Bylaws of Chancellor Media Corporation of Washington,
                     D.C.
3.42(bbb)         -- Certificate of Incorporation of Chancellor Media
                     Corporation of St. Louis.


 EXHIBIT
   NO.                               DESCRIPTION OF EXHIBIT
 -------                             ----------------------
3.43(bbb)         -- Bylaws of Chancellor Media Corporation of St. Louis.
3.44(bbb)         -- Certificate of Incorporation of Chancellor Media
                     Corporation of Michigan.
3.45(bbb)         -- Bylaws of Chancellor Media Corporation of Michigan.
3.46(bbb)         -- Certificate of Incorporation of Chancellor Media/WAXQ
                     License Corp.
3.47(bbb)         -- Bylaws of Chancellor Media/WAXQ License Corp.
3.48(bbb)         -- Certificate of WAXQ License Corp.
3.49(bbb)         -- Bylaws of WAXQ License Corp.
3.50(bbb)         -- Certificate of Incorporation of Chancellor Media/KCMG
                     Inc.
3.51(bbb)         -- Bylaws of Chancellor Media/KCMG Inc.
3.52(bbb)         -- Certificate of Incorporation of Chancellor
                     Media/Riverside Broadcasting Co., Inc.
3.53(bbb)         -- Bylaws of Chancellor Media/Riverside Broadcasting Co.,
                     Inc.
3.54(bbb)         -- Certificate of Incorporation of WLTW License Corp.
3.55(bbb)         -- Bylaws of WLTW License Corp.
3.56(bbb)         -- Certificate of Incorporation of Chancellor Media
                     Corporation of the Capital City.
3.57(bbb)         -- Bylaws of Chancellor Media Corporation of the Capital
                     City.
3.58(bbb)         -- Certificate of Incorporation of Chancellor Media D.C.
                     License Corp.
3.59(bbb)         -- Bylaws of Chancellor Media D.C. License Corp.
3.60(bbb)         -- Certificate of Incorporation of Chancellor Media Licensee
                     Company.
3.61(bbb)         -- Bylaws of Chancellor Media Licensee Company.
3.62(bbb)         -- Certificate of Incorporation of Chancellor Media/Trefoil
                     Communications, Inc.
3.63(bbb)         -- Amended and Restated Bylaws of Chancellor Media/Trefoil
                     Communications, Inc.
3.64(bbb)         -- Certificate of Incorporation of Chancellor Media/Shamrock
                     Broadcasting, Inc.
3.65(bbb)         -- Amended and Restated Bylaws of Chancellor Media/Shamrock
                     Broadcasting, Inc.
3.66(bbb)         -- Certificate of Incorporation of Chancellor Media/Shamrock
                     Radio Licenses, Inc.
3.67(bbb)         -- Bylaws of Chancellor Media/Shamrock Radio Licenses, Inc.
3.68(bbb)         -- Certificate of Incorporation of Chancellor Media/Shamrock
                     Broadcasting Licenses of Denver, Inc.
3.69(bbb)         -- Bylaws of Chancellor Media/Shamrock Broadcasting Licenses
                     of Denver, Inc.
3.70(bbb)         -- Articles of Incorporation of Chancellor Media/Shamrock
                     Broadcasting of Texas, Inc.


 EXHIBIT
   NO.                               DESCRIPTION OF EXHIBIT
 -------                             ----------------------
3.71(bbb)         -- Amended and Restated Bylaws of Chancellor Media/Shamrock
                     Broadcasting of Texas, Inc.
3.72(bbb)         -- Limited Liability Company Agreement of Chancellor
                     Media/Shamrock Radio Licenses, LLC.
3.73(bbb)         -- Certificate of Incorporation of Chancellor Media Outdoor
                     Corporation.
3.74(bbb)         -- Bylaws of Chancellor Media Outdoor Corporation.
3.75(bbb)         -- Certificate of Incorporation of Chancellor Media Nevada
                     Sign Corporation.
3.76(bbb)         -- Bylaws of Chancellor Media Nevada Sign Corporation.
3.77(bbb)         -- Certificate of Incorporation of Chancellor Media MW Sign
                     Corporation.
3.78(bbb)         -- Bylaws of Chancellor Media MW Sign Corporation.
3.79(bbb)         -- Certificate of Incorporation of Chancellor Media Martin
                     Corporation.
3.80(bbb)         -- Bylaws of Chancellor Media Martin Corporation.
3.81(bbb)         -- Articles of Incorporation of Western Poster, Inc.
3.82(bbb)         -- Bylaws of Western Poster, Inc.
3.83(bbb)         -- Certificate of Incorporation of The AMFM Radio Networks,
                     Inc.
3.84(bbb)         -- Bylaws of The AMFM Radio Networks, Inc.
3.85(bbb)         -- Certificate of Incorporation of Chancellor Media Air
                     Services Corporation.
3.86(bbb)         -- Bylaws of Chancellor Media Air Services Corporation.
3.87(bbb)         -- Certificate of Incorporation of Chancellor Media Whiteco
                     Outdoor Corporation.
3.88(bbb)         -- Bylaws of Chancellor Media Whiteco Outdoor Corporation.
3.89(bbb)         -- Certificate of Incorporation of Chancellor Merger Corp.
3.90(bbb)         -- Bylaws of Chancellor Merger Corp.
3.91(bbb)         -- Articles of Organization of Broadcast Architecture, Inc.
3.92(bbb)         -- Bylaws of Broadcast Architecture, Inc.
3.93(bbb)         -- Agreement of Limited Partnership of Martin Media.
3.94(bbb)         -- Articles of Incorporation of Dowling Company
                     Incorporated.
3.95(bbb)         -- Bylaws of Dowling Company Incorporated.
3.96(bbb)         -- Articles of Incorporation of Nevada Outdoor Systems, Inc.
3.97(bbb)         -- Bylaws of Nevada Outdoor Systems, Inc.
3.98(bbb)         -- Articles of Incorporation of MW Sign Corp.
3.99(bbb)         -- Bylaws of MW Sign Corp.
3.100(bbb)        -- Articles of Incorporation of Martin & MacFarlane, Inc.
3.101(bbb)        -- Bylaws of Martin & MacFarlane, Inc.
3.102(bbb)        -- Certificate of Incorporation of Katz Media Corporation.
3.103(bbb)        -- Bylaws of Katz Media Corporation.
3.104(bbb)        -- Certificate of Incorporation of Katz Communications, Inc.


 EXHIBIT
   NO.                               DESCRIPTION OF EXHIBIT
 -------                             ----------------------
3.105(bbb)        -- Bylaws of Katz Communications, Inc.
3.106(bbb)        -- Certificate of Incorporation of Katz Millennium
                     Marketing, Inc.
3.107(bbb)        -- Bylaws of Katz Millennium Marketing, Inc.
3.108(bbb)        -- Certificate of Incorporation of Amcast Radio Sales, Inc.
3.109(bbb)        -- Bylaws of Amcast Radio Sales, Inc.
3.110(bbb)        -- Certificate of Incorporation of Christal Radio Sales,
                     Inc.
3.111(bbb)        -- Amended and Restated Bylaws of Christal Radio Sales, Inc.
3.112(bbb)        -- Certificate of Incorporation of Eastman Radio Sales, Inc.
3.113(bbb)        -- Bylaws of Eastman Radio Sales, Inc.
3.114(bbb)        -- Certificate of Incorporation of Seltel, Inc.
3.115(bbb)        -- Bylaws of Seltel, Inc.
3.116(bbb)        -- Certificate of Incorporation of Katz Cable Corporation.
3.117(bbb)        -- Amended and Restated Bylaws of Katz Cable Corporation.
3.118(bbb)        -- Certificate of Incorporation of The National Payroll
                     Company, Inc.
3.119(bbb)        -- Bylaws of The National Payroll Company, Inc.
3.120(bbb)        -- Limited Liability Company Agreement of Chancellor Media
                     Radio Licenses, LLC
3.121(bbb)        -- Agreement of Limited Partnership of KLOL License Limited
                     Partnership.
3.122(bbb)        -- Agreement of Limited Partnership of WTOP License Limited
                     Partnership.
3.123(bbb)        -- Certificate of Formation of Radio 100, L.L.C.
4.10(t)           -- Second Amended and Restated Loan Agreement dated as of
                     April 25, 1997 among Evergreen Media Corporation of Los
                     Angeles, the financial institutions whose names appear as
                     Lenders on the signature pages thereof (the "Lenders"),
                     Toronto Dominion Securities, Inc., as Arranging Agent,
                     The Bank of New York and Bankers Trust Company, as
                     Co-Syndication Agents, NationsBank of Texas, N.A. and
                     Union Bank of California, as Co-Documentation Agents, and
                     Toronto Dominion (Texas), Inc., as Administrative Agent
                     for the Lenders, together with certain collateral
                     documents attached thereto as exhibits, including
                     Assignment of Partnership Interests, Assignment of Trust
                     Interests, Borrower's Pledge Agreement, Parent Company
                     Guaranty, Stock Pledge Agreement, Subsidiary Guaranty and
                     Subsidiary Pledge Agreement (see table of contents for
                     list of omitted schedules and exhibits.
4.11(z)           -- First Amendment to Second Amended and Restated Loan
                     Agreement, dated June 26, 1997, among Evergreen Media
                     Corporation of Los Angeles, the Lenders, the Agents and
                     the Administrative Agent.
4.15(aa)          -- Indenture, dated as of February 14, 1996, governing the
                     9 3/8% Senior Subordinated Notes due 2004 of CMCLA.


 EXHIBIT
   NO.                               DESCRIPTION OF EXHIBIT
 -------                             ----------------------
4.16(bb)          -- First Supplemental Indenture, dated as of February 14,
                     1996, to the Indenture dated February 14, 1996, governing
                     the 9 3/8% Senior Subordinated Notes due 2004 of CMCLA.
4.17(cc)          -- Indenture, dated as of February 26, 1996, governing the
                     12 1/4% Subordinated Exchange Debentures due 2008 of
                     CMCLA.
4.18(dd)          -- Indenture, dated as of January 23, 1997, governing the
                     12% Subordinated Exchange Debentures due 2009 of CMCLA.
4.19(ee)          -- Indenture, dated as of June 24, 1997, governing the
                     8 3/4% Senior Subordinated Notes due 2007 of CMCLA.
4.21(ff)          -- Specimen of the 12 1/4% Series A Senior Cumulative
                     Exchangeable Preferred Stock Certificate of CMCLA.
4.22(ff)          -- Specimen of the 12% Exchangeable Preferred Stock
                     Certificate of CMCLA.
4.23(ff)          -- Form of Certificate of Designation for the 12 1/4% Series
                     A Senior Cumulative Exchangeable Preferred Stock of
                     CMCLA.
4.24(ff)          -- Form of Certificate of Designation for the 12%
                     Exchangeable Preferred Stock of CMCLA.
4.25(pp)          -- Second Amendment to Second Amended and Restated Loan
                     Agreement, dated August 7, 1997, among Evergreen Media
                     Corporation of Los Angeles, the Lenders, the Agents and
                     the Administrative Agent.
4.26(hh)          -- Second Supplemental Indenture, dated as of April 15,
                     1997, to the Indenture dated February 14, 1996, governing
                     the 9 3/8% Senior Subordinated Notes due 2004 of CMCLA.
4.27(pp)          -- Third Supplemental Indenture, dated as of September 5,
                     1997, to the Indenture dated February 14, 1996, governing
                     the 9 3/8% Senior Subordinated Notes due 2004 of CMCLA.
4.28(pp)          -- First Supplemental Indenture, dated as of September 5,
                     1997, to the Indenture dated June 24, 1997, governing the
                     8 3/4% Senior Subordinated Notes due 2007 of CMCLA.
4.29(pp)          -- First Supplemental Indenture, dated as of September 5,
                     1997, to the Indenture dated February 26, 1997, governing
                     the 12 1/4% Subordinated Exchange Debentures due 2008 of
                     CMCLA.
4.30(pp)          -- First Supplemental Indenture, dated as of September 5,
                     1997, to the Indenture dated January 23, 1997, governing
                     the 12% Subordinated Exchange Debentures due 2009 of
                     CMCLA.
4.34(uu)          -- Amended and Restated Indenture, dated as of October 28,
                     1997, governing the 10 1/2% Senior Subordinated Notes due
                     2007 of CMCLA.
4.35(uu)          -- Second Supplement Indenture, dated as of October 28,
                     1997, to the Amended and Restated Indenture dated October
                     28, 1997 governing the 10 1/2% Senior Subordinated Notes
                     due 2007 of CMCLA.
4.36(uu)          -- Third Amendment to Second Amended and Restated Loan
                     Agreement, dated October 28, 1997, among CMCLA, the
                     Lenders, the Agents and the Administrative Agent.


  EXHIBIT
    NO.                               DESCRIPTION OF EXHIBIT
  -------                             ----------------------
 4.37(uu)          -- Fourth Amendment to Second Amended and Restated Loan
                      Agreement, dated February 10, 1998, among CMCLA, the
                      Lenders, the Agents and the Administrative Agent.
 4.38(vv)          -- Indenture, dated as of December 22, 1997, governing the
                      8 1/8% Senior Subordinated Notes due 2007 of CMCLA.
 4.39(ww)          -- Fifth Amendment to Second Amended and Restated Loan
                      Agreement, dated May 1, 1998, among CMCLA, the Lenders,
                      the Agents and the Administrative Agent.
 4.40(yy)          -- Sixth Amendment to Second Amended and Restated Loan
                      Agreement, dated July 31, 1998, among CMCLA, the Lenders,
                      the Agents and the Administrative Agent.
 4.41(bbb)         -- Indenture, dated as of September 30, 1998, governing the
                      9% Senior Subordinated Notes due 2008 of CMCLA.
 4.42(bbb)         -- Purchase Agreement, dated as of September 25, 1998, among
                      CMCLA, the Guarantors named therein and Goldman, Sachs &
                      Co.
 4.43(bbb)         -- Registration Rights Agreement, dated as of September 30,
                      1998, among CMCLA, the Guarantors named therein and
                      Goldman, Sachs & Co.
 4.44(aaa)         -- Seventh Amendment to Second Amended and Restated Loan
                      Agreement, dated November 9, 1998, among CMCLA, the
                      Lenders, the Agents and the Administrative Agent.
 4.45(bbb)         -- Indenture, dated as of November 17, 1998, governing the
                      8% Senior Notes due 2008 of CMCLA.
 4.46(bbb)         -- Purchase Agreement, dated as of November 12, 1998, among
                      CMCLA, the Guarantors named therein, BT Alex. Brown
                      Incorporated, Chase Securities Inc., Morgan Stanley & Co.
                      Incorporated and Salomon Smith Barney Inc.
 4.47(bbb)         -- Registration Rights Agreement, dated as of November 17,
                      1998, among CMCLA, the Guarantors named therein, BT Alex.
                      Brown Incorporated, Chase Securities Inc., Morgan Stanley
                      & Co. Incorporated and Salomon Smith Barney Inc.
 5.1*              -- Opinion of Weil, Gotshal & Manges LLP.
10.23(xx)          -- Amended and Restated Chancellor Media Corporation Stock
                      Option Plan for Non-employee Directors.
10.26(n)**         -- Employment Agreement dated February 9, 1996 by and
                      between Evergreen Media Corporation and Kenneth J.
                      O'Keefe.
10.28(o)           -- 1995 Stock Option Plan for executive officers and key
                      employees of Evergreen Media Corporation.
10.30(pp)**        -- First Amendment to Employment Agreement dated March 1,
                      1997 by and between Evergreen Media Corporation and
                      Kenneth J. O'Keefe.
10.31(pp)**        -- Employment Agreement dated September 4, 1997 by and among
                      Evergreen Media Corporation, Evergreen Media Corporation
                      of Los Angeles and Scott K. Ginsburg.


  EXHIBIT
    NO.                               DESCRIPTION OF EXHIBIT
  -------                             ----------------------
10.32(pp)**        -- Employment Agreement dated September 4, 1997 by and among
                      Evergreen Media Corporation, Evergreen Media Corporation
                      of Los Angeles and James de Castro.
10.33(pp)**        -- Employment Agreement dated September 4, 1997 by and among
                      Evergreen Media Corporation, Evergreen Media Corporation
                      of Los Angeles and Matthew E. Devine.
10.34(pp)**        -- Second Amendment to Employment Agreement dated September
                      4, 1997 by and among Evergreen Media Corporation,
                      Evergreen Media Corporation of Los Angeles and Kenneth J.
                      O'Keefe.
10.35(ii)**        -- Employment Agreement dated February 14, 19965 by and
                      among Chancellor Broadcasting Company, Chancellor Radio
                      Broadcasting Company and Steven Dinetz.
10.36(jj)          -- Chancellor Broadcasting Company 1996 Stock Award Plan.
10.37(kk)          -- Chancellor Holdings Corp. 1994 Director Stock Option
                      Plan.
10.38(ll)          -- Stock Option Grant Letter dated September 30, 1996 from
                      Chancellor Corporation to Steven Dinetz.
10.39(mm)          -- Stock Option Grant Letter dated September 30, 1996 from
                      Chancellor Corporation to Eric W. Neumann.
10.40(nn)          -- Stock Option Grant Letter dated September 30, 1996 from
                      Chancellor Corporation to Marvin Dinetz.
10.41(oo)          -- Stock Option Grant Letter dated February 14, 1997 from
                      Chancellor Broadcasting Company to Carl M. Hirsch.
10.44(vv)**        -- Agreement dated April 20, 1998 by and among Chancellor
                      Media Corporation, Chancellor Media Corporation of Los
                      Angeles and Scott K. Ginsburg.
10.45(vv)**        -- Employment Agreement dated April 29, 1998 by and among
                      Chancellor Media Corporation, Chancellor Media
                      Corporation of Los Angeles and Jeffrey A. Marcus.
10.46(yy)          -- Chancellor Media Corporation 1998 Stock Option Plan.
10.47(yy)          -- Voting Agreement, among Chancellor Media Corporation and
                      Rangers Equity Partners, L.P. dated as of July 7, 1998.
10.48(bbb)         -- Employment Agreement, dated as of May 18, 1998, by and
                      among Chancellor Media Corporation, Chancellor Media
                      Corporation of Los Angeles and James E. de Castro.
10.49(bbb)         -- Employment Agreement, dated as of May 18, 1998, by and
                      among Chancellor Media Corporation, Chancellor Media
                      Corporation of Los Angeles and Matthew E. Devine.
10.50(bbb)         -- Employment Agreement, dated as of June 1, 1998, by and
                      among Chancellor Media Corporation, Chancellor Media
                      Corporation of Los Angeles and Eric C. Neuman.
10.51(bbb)         -- Employment Agreement, dated as of August 18, 1998, by and
                      among Chancellor Media Corporation, Chancellor Media
                      Corporation of Los Angeles and James A. McLaughlin, Jr.
12.1+              -- Chancellor Media Corporation of Los Angeles Computation
                      of Ratio of Earnings to Combined Fixed Charges.


  EXHIBIT
    NO.                               DESCRIPTION OF EXHIBIT
  -------                             ----------------------
23.1               -- Consent of Weil, Gotshal & Manges LLP (included as part
                      of their opinion listed as Exhibit 5.1).
23.2+              -- Consent of PricewaterhouseCoopers LLP, independent
                      accountants.
23.3+              -- Consent of KPMG Peat Marwick LLP, independent
                      accountants.
23.4+              -- Consent of PricewaterhouseCoopers LLP, independent
                      accountants.
23.5+              -- Consent of KPMG Peat Marwick LLP, independent
                      accountants.
23.6+              -- Consent of Arthur Andersen LLP, independent accountants.
23.7+              -- Consent of BDO Seidman, LLP, independent accountants.
24.1+              -- Powers of Attorney (included on signature pages).
25.1*              -- Statement of Eligibility and Qualification of The Bank of
                      New York, as trustee, under the Indenture listed as
                      Exhibit 4.45 hereto on Form T-1.
99.1*              -- Form of Letter of Transmittal.
99.2*              -- Form of Notice of Guaranteed Delivery.


* To be filed by amendment.

** Management Contract or Compensatory Agreement.

+ Filed herewith.

(a) Incorporated by reference to the identically numbered exhibit to the Registration Statement on Form S-1, as amended (Reg. No. 33-60036), of Evergreen Media Corporation ("Evergreen").

(f) Incorporated by reference to the identically numbered exhibit to Evergreen's Registration Statement on Form S-4, as amended (Reg. No. 33-89838).

(h) Incorporated by reference to the identically numbered exhibit to Evergreen's Current Report on Form 8-K dated July 14, 1995.

(i) Incorporated by reference to the identically numbered exhibit to Evergreen's Current Report on Form 8-K dated January 17, 1996.

(j) Incorporated by reference to the identically numbered exhibit to Evergreen's Quarterly Report on Form 10-Q for the quarterly period ending June 30, 1995.

(k) Incorporated by reference to the identically numbered exhibit to Evergreen's Registration Statement on Form S-1, as amended (Reg. No. 33-69752).

(n) Incorporated by reference to the identically numbered exhibit to Evergreen's Annual Report on Form 10-K for the fiscal year ended December 31, 1995.

(o) Incorporated by reference to the identically numbered exhibit to Evergreen's Quarterly Report on Form 10-Q for the quarterly period ending March 31, 1996.

(p) Incorporated by reference to the identically numbered exhibit to Evergreen's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1996.

(q) Incorporated by reference to the identically numbered exhibit to Evergreen's Registration Statement on Form S-3, as amended (Reg. No. 333-12453).


(r) Incorporated by reference to the identically numbered exhibit to Evergreen's Current Report on Form 8-K dated February 16, 1997 and filed March 9, 1997.

(s) Incorporated by reference to the identically numbered exhibit to Evergreen's Annual Report on Form 10-K for the fiscal year ended December 31, 1996.

(t) Incorporated by reference to the identically numbered exhibit to Evergreen's Current Report on Form 8-K dated April 1, 1997 and filed May 9, 1997.

(y) Incorporated by reference to the identically numbered exhibit of Evergreen's Registration Statement on Form S-4, filed August 1, 1997.

(z) Incorporated by reference to the identically numbered exhibit to Evergreen's Current Report on Form 8-K dated July 7, 1997 and filed July 31, 1997.

(aa) Incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K of Chancellor Broadcasting Company and Chancellor Radio Broadcasting Company, as filed on February 29, 1996.

(bb) Incorporated by reference to Exhibit 4.5 to the Annual Report on Form 10-K of Chancellor Broadcasting Company, Chancellor Radio Broadcasting Company and Chancellor Broadcasting Licensee Company for the fiscal year ended December 31, 1995.

(cc) Incorporated by reference to Exhibit 4.6 to the Current Report on Form 8-K of Chancellor Broadcasting Company and Chancellor Radio Broadcasting Company, as filed on February 29, 1996.

(dd) Incorporated by reference to Exhibit 4.7 to the Current Report on Form 8-K of Chancellor Radio Broadcasting Company, as filed on February 6, 1997.

(ee) Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Chancellor Broadcasting Company and Chancellor Radio Broadcasting Company as filed on July 17, 1997.

(ff) Incorporated by reference to the identically-numbered exhibit to the Registration Statement on Form S-4 (Reg. No. 333-32259), dated July 29, 1997, as amended, of Evergreen Media Corporation of Los Angeles ("EMCLA").

(gg) Incorporated by reference to the identically numbered exhibit to the Quarterly Report on Form 10-Q of Evergreen and EMCLA for the quarterly period ending June 30, 1997.

(hh) Incorporated by reference to Exhibit 4.8 to the Quarterly Report on Form 10-Q of Chancellor Broadcasting Company ("CBC") and CRBC for the quarterly period ending March 31, 1997.

(ii) Incorporated by reference to Exhibit 10.6 to CBC's Registration Statement on Form S-1 (Reg. No. 333-02782) filed February 9, 1996.

(jj) Incorporated by reference to Exhibit 4.22 to Chancellor Media's Registration Statement on Form S-8 (Reg. No. 333-35039), dated September 5, 1997.

(kk) Incorporated by reference to Exhibit 4.23 to Chancellor Media's Registration Statement on Form S-8 (Reg. No. 333-35039), dated September 5, 1997.

(ll) Incorporated by reference to Exhibit 4.24 to Chancellor Media's Registration Statement on Form S-8 (Reg. No. 333-35039), dated September 5, 1997.

(mm) Incorporated by reference to Exhibit 4.25 to Chancellor Media's Registration Statement on Form S-8 (Reg. No. 333-35039), dated September 5, 1997.


(nn) Incorporated by reference to Exhibit 4.26 to Chancellor Media's Registration Statement on Form S-8 (Reg. No. 333-35039), dated September 5, 1997.

(oo) Incorporated by reference to Exhibit 4.27 to Chancellor Media's Registration Statement on Form S-8 (Reg. No. 333-35039), dated September 5, 1997.

(pp) Incorporated by reference to the identically numbered exhibit to the CMCLA's Registration Statement on Form S-4 (Reg. No. 333-36451), dated September 26, 1997, as amended.

(ss) Incorporated by reference to the identically numbered exhibit to the Current Report on Form 8-K of Chancellor Media and CMCLA, dated as of February 23, 1998 and filed as of February 27, 1998.

(tt) Incorporated by reference to the identically numbered exhibit to the Annual Report on Form 10-K of Chancellor Media and the CMCLA for the fiscal year ended December 31, 1997.

(uu) Incorporated by reference to the identically numbered exhibit to the Annual Report on Form 10-K of Chancellor and CMCLA for the fiscal year ended December 31, 1997.

(vv) Incorporated by reference to the identically numbered exhibit to CMCLA's Registration Statement on Form S-4 (Reg. No. 333-50739), dated April 22, 1998, as amended.

(ww) Incorporated by reference to the identically numbered exhibit to the Quarterly Report on Form 10-Q of Chancellor Media and CMCLA for the quarterly period ending March 31, 1998.

(xx) Incorporated by reference to Exhibit 4.41 to Chancellor Media's Registration Statement on Form S-8 (Reg. No. 333-53179), dated May 20, 1998.

(yy) Incorporated by reference to the identically numbered exhibit to the Quarterly Report on Form 10-Q of Chancellor Media and CMCLA for the quarterly period ending June 30, 1998.

(aaa) Incorporated by reference to Exhibit 4.42 to the Quarterly Report on Form 10-Q of Chancellor Media and CMCLA for the quarterly period ending September 30, 1998.

(bbb) Incorporated by reference to the identically numbered exhibit to CMCLA's Registration Statement on Form S-4 (Reg. No. 333-66971), dated December

10, 1998, as amended.


EXHIBIT 12.1

CHANCELLOR MEDIA CORPORATION OF LOS ANGELES

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(IN THOUSANDS)

                                                                             ACTUAL NINE     ACTUAL NINE     PRO FORMA
                                                                               MONTHS          MONTHS           YEAR
                                     YEAR ENDED DECEMBER 31,                    ENDED           ENDED          ENDED
                        -------------------------------------------------   SEPTEMBER 30,   SEPTEMBER 30,   DECEMBER 31,
                          1993      1994      1995       1996      1997         1997            1998            1997
                        --------   -------   -------   --------   -------   -------------   -------------   ------------
Earnings:
  Net income (loss)
    before income
    taxes.............  $(20,749)  $    39   $(5,658)  $(19,090)  $(6,692)     $ 5,882        $ (91,518)     $(362,464)
  Fixed charges.......    15,086    15,252    20,854     40,461    89,325       47,544          152,517        391,298
                        --------   -------   -------   --------   -------      -------        ---------      ---------
  Earnings as
    adjusted(A).......  $ (5,663)  $15,291   $15,196   $ 21,371   $82,633      $53,426        $  60,999      $  28,834
                        ========   =======   =======   ========   =======      =======        =========      =========
Fixed Charges:
  Interest expense....  $ 13,878   $13,809   $19,199   $ 37,527   $85,017      $45,036        $ 145,992      $ 378,628
  Amortization of
    deferred financing
    costs.............       728       712       631      1,113     1,337          885            2,133          6,774
  Rents under leases
    representative of
    an interest
    factor(1).........       480       731     1,024      1,821     2,971        1,623            4,392          5,896
                        --------   -------   -------   --------   -------      -------        ---------      ---------
Fixed charges as
  adjusted(B).........    15,086    15,252    20,854     40,461    89,325       47,544          152,517        391,298
                        ========   =======   =======   ========   =======      =======        =========      =========
Ratio of earnings to
  fixed charges (A)
  divided by (B)......        --       1.0        --         --        --         1.12               --             --
Deficiency of earnings
  to fixed charges....  $ 20,749   $    --   $ 5,658   $ 19,090   $ 6,692      $    --        $  91,518      $ 362,464

                          PRO FORMA
                         NINE MONTHS
                            ENDED
                        SEPTEMBER 30,
                            1998
                        -------------
Earnings:
  Net income (loss)
    before income
    taxes.............    $(259,114)
  Fixed charges.......      293,668
                          ---------
  Earnings as
    adjusted(A).......    $  34,554
                          =========
Fixed Charges:
  Interest expense....    $ 283,971
  Amortization of
    deferred financing
    costs.............        5,080
  Rents under leases
    representative of
    an interest
    factor(1).........        4,617
                          ---------
Fixed charges as
  adjusted(B).........      293,668
                          =========
Ratio of earnings to
  fixed charges (A)
  divided by (B)......           --
Deficiency of earnings
  to fixed charges....    $ 259,114


(1) Management of CMCLA believes approximately one-third of rental and lease

expense is representative of the interest component of rent expense.


EXHIBIT 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

The Board of Directors
Chancellor Media Corporation of Los Angeles:

We consent to the inclusion in this Registration Statement on Form S-4 of Chancellor Media Corporation of Los Angeles of our reports dated February 10, 1998, except for Notes 2(b) paragraphs 1 and 3-5 as to which the date is February 20, 1998 and 9(a) as to which the date is March 13, 1998, on our audits of the consolidated financial statements and financial statement schedule of Chancellor Media Corporation of Los Angeles and Subsidiaries as of December 31, 1997 and for the year then ended. We also consent to the reference to our firm under the caption "Experts".

PRICEWATERHOUSECOOPERS LLP

Dallas, Texas

December 18, 1998


EXHIBIT 23.3

INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Chancellor Media Corporation of Los Angeles:

We consent to the use of our reports included herein and to the reference to our firm under the heading "Experts."

KPMG Peat Marwick LLP

Dallas, Texas

December 18, 1998


EXHIBIT 23.4

CONSENT OF INDEPENDENT ACCOUNTANTS

The Board of Directors
Chancellor Media Corporation of Los Angeles:

We consent to the inclusion in this Registration Statement on Form S-4 of Chancellor Media Corporation of Los Angeles of our report dated February 13, 1997, except for Note 15 as to which the date is February 19, 1997, on our audits of the consolidated financial statements of Chancellor Radio Broadcasting Company and Subsidiaries as of December 31, 1995 and 1996 and for each of the three years in the period ended December 31, 1996. We also consent to the reference to our firm under the caption "Experts".

PRICEWATERHOUSECOOPERS LLP

Dallas, Texas

December 18, 1998


EXHIBIT 23.5

INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Chancellor Media Corporation of Los Angeles:

We consent to the use of our report included herein and to the reference to our firm under the heading "Experts."

KPMG Peat Marwick LLP

St. Petersburg, Florida

December 18, 1998


EXHIBIT 23.6

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors
Chancellor Media Corporation of Los Angeles:

As independent public accountants, we hereby consent to the use of our report dated March 31, 1997 (and to all references to our Firm) included in this Registration Statement on Form S-4 of Chancellor Media Corporation of Los Angeles.

Arthur Andersen LLP

Washington, D.C.

December 18, 1998


EXHIBIT 23.7

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors
Chancellor Media Corporation of Los Angeles:

We hereby consent to the use in the Prospectus constituting a part of Chancellor Media Corporation of Los Angeles' Registration Statement on Form S-4 of our report dated September 17, 1998, relating to the financial statements of the Outdoor Advertising Division of Whiteco Industries, Inc., which are contained in the Prospectus.

We also consent to the reference to us under the caption "Experts" in the Prospectus.

BDO Seidman, LLP

Chicago, Illinois

December 18, 1998

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