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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549

Form 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date Of Report (Date Of Earliest Event Reported): 8/5/2005

CLEAR CHANNEL COMMUNICATIONS INC (Exact Name of Registrant as Specified in its Charter)

Commission File Number: 001-09645

TX 74-1787539 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.)

200 E. Basse San Antonio, TX 78209 (Address of Principal Executive Offices, Including Zip Code)

210-822-2828 (Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended tosimultaneously satisfy the filing obligation of the registrant under any of thefollowing provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act(17CFR240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17CFR240.13e-4(c))

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Items to be Included in this Report

Item 1.01 Entry into a Material Definitive Agreement

On August 5, 2005, Clear Channel Outdoor Holdings, Inc., a wholly-ownedsubsidiary of Clear Channel Communications, Inc., (the "Company") entered intoan employment agreement with Paul J. Meyer, which replaced the existingemployment agreement by and between Mr. Meyer and the Company. The initial termof the new agreement ends on the third anniversary of the date of the agreement;the term automatically extends one day at a time beginning on the secondanniversary of the date of the agreement, unless one party gives the other oneyear’s notice of expiration at or prior to the second anniversary of the date ofthe agreement. The contract calls for Mr. Meyer to be the President and ChiefOperating Officer of Clear Channel Outdoor Holdings, Inc. for a base salary of$600,000 in the first year of the agreement; $625,000 in the second year of theagreement; and $650,000 in the third year of the agreement, subject toadditional annual raises thereafter in accordance with company policies. Mr.Meyer is also eligible to receive a performance bonus as decided at the solediscretion of the board of directors and the compensation committee of ClearChannel Outdoor Holdings, Inc.

Mr. Meyer may terminate his employment at any time after the secondanniversary of the date of the agreement upon one year’s written notice. ClearChannel Outdoor Holdings, Inc. may terminate Mr. Meyer without "Cause" after thesecond anniversary of the date of the agreement upon one year’s written notice."Cause" is narrowly defined in the agreement. If Mr. Meyer is terminated without"Cause," he is entitled to receive a lump sum payment of accrued and unpaid basesalary and prorated bonus, if any, and any payments to which he may be entitledunder any applicable employee benefit plan. Mr. Meyer is prohibited by hisemployment agreement from activities that compete with Clear Channel OutdoorHoldings, Inc. for one year after he leaves Clear Channel Outdoor Holdings, Inc.and he is prohibited from soliciting Clear Channel Outdoor Holdings, Inc.employees for employment for 12 months after termination regardless of thereason for termination of employment.

Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On August 9, 2005 Clear Channel Communications, Inc. issued a pressrelease announcing its earnings for the quarter ended June 30, 2005.

The information contained in Exhibit 99.1 is incorporated herein byreference. The information in this Current Report is being furnished and shallnot be deemed "filed" for the purposes of Section 18 of the Securities ExchangeAct of 1934, as amended, or otherwise subject to the liabilities of thatSection. The information in this Current Report shall not be incorporated byreference into any registration statement or other document pursuant to theSecurities Act of 1933, as amended.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

10.1 Employment Agreement by and between Clear Channel OutdoorHoldings, Inc. and Mr. Paul Meyer dated August 5, 2005.

99.1 Press Release of Clear Channel Communications, Inc. issued August9, 2005.

Signature(s)

Pursuant to the Requirements of the Securities Exchange Act of 1934,the Registrant has duly caused this Report to be signed on its behalf by theUndersigned hereunto duly authorized.

CLEAR CHANNEL COMMUNICATIONS, INC.

Date: August 9, 2005 By: /s/ HERBERT W. HILL JR. -------------------------------- Herbert W. Hill, Jr. Sr. Vice President/ Chief Accounting Officer

INDEX TO EXHIBITS

10.1 Employment Agreement by and between Clear Channel Outdoor Holdings, Inc. and Mr. Paul Meyer dated August 5, 2005.

99.1 Press Release of Clear Channel Communications, Inc. issued August 9, 2005.

EXHIBIT 10.1

EMPLOYMENT AGREEMENT [PAUL MEYER]

This Employment Agreement is entered into and effective as of theCompany’s signature below (the "Effective Date") between Clear Channel OutdoorHoldings, Inc., a Delaware corporation (the "Company") and Paul Meyer (the"Employee").

WHEREAS, the Company and the Employee desire to enter into anemployment relationship under the terms and conditions set forth in thisAgreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreementsherein contained and other good and valuable consideration, the receipt andsufficiency of which is hereby acknowledged, the parties agree as follows:

1. TERM OF EMPLOYMENT.

The Employee’s current Term of employment starts on the Effective Dateand ends no earlier than the third anniversary of the Effective Date, unlessneither party has given the one year notice described in Section 7(c) or 7(d),below. If such one year notice has not been given, the Term shall automaticallyextend, beginning on the second anniversary of the Effective Date, one day at atime, until such notice has been given.

2. TITLE AND DUTIES.

The Employee’s title is President and Chief Operating Officer, ClearChannel Outdoor. The Company may later choose to elevate this title andresponsibilities to Chief Executive Officer, at its sole discretion. Employeeunderstands and agrees that he will not receive any additional compensation inthe event of such change in title and responsibilities. The Employee willperform job duties that are usual and customary for this position, and willperform additional services and duties that the Company may from time to timedesignate that are consistent with the usual and customary duties of thisposition or of a Chief Executive Officer. The Employee will report to thePresident and Chief Executive Officer, Clear Channel Communications, Inc.,currently Mark Mays. The Employee will devote his full working time and effortsto the business and affairs of Clear Channel Outdoor in its newly combineddomestic and international organizational form.

3. COMPENSATION AND BENEFITS

(a) BASE SALARY. The Company will pay the Employee an annual basesalary of $600,000 for the first year after the Effective Date; $625,000 for thesecond year after the Effective Date; and $650,000 for the third year after theEffective Date. The Employee will be eligible for additional annual raisescommensurate with Company policy. All payments of base salary will be made ininstallments according to the Company’s regular payroll practice, proratedmonthly or weekly where appropriate, and subject to any increases that aredetermined to be appropriate by the Board of Directors of the Company ("Board")and its Compensation Committee.

(b) PERFORMANCE BONUS. No later than March 31 of each calendar yearduring the term, Employee will be eligible to receive a performance bonus as setforth in the Performance Bonus Calculation attached as "Exhibit A" to thisEmployment Agreement.

(c) EMPLOYMENT BENEFIT PLANS. The Employee will be entitled toparticipate in: all pension, profit sharing, and other retirement plans; allincentive compensation plans; and all group health, hospitalization anddisability or other insurance plans; paid vacation, sick leave and otheremployee welfare benefit plans in which other similarly situated employees ofthe Company may participate as stated in the employee guide.

(d) EXPENSES. The Company will pay or reimburse the Employee for allnormal and reasonable travel and entertainment expenses incurred by the Employeein connection with the Employee’s responsibilities to the Company uponsubmission of proper vouchers in accordance with the Company’s expensereimbursement policy.

(e) STOCK OPTIONS. Any future stock option grants will be granted basedupon the performance of the Employee, which will be assessed in the solediscretion of the Company and the Compensation Committee of the Board. Alloption grants shall be made under the terms and conditions set forth in theapplicable Clear Channel Communications Stock Option Plan under which they areissued. The Company reserves the right to modify any future Company incentivecompensation or stock option plan with respect to the change of control, thegranting of restricted stock or any other provision of such plans. The Company’sobligations under this agreement to the Employee in the area of stock optionsare conditioned upon and subject to the Company’s future decision, in its solediscretion, to: 1) alter, suspend or discontinue its stock option grant program;or 2) replace the program with an alternative form or method of compensation.

4. NONDISCLOSURE OF CONFIDENTIAL INFORMATION.

During the course of the Employee’s employment with the Company, theCompany will provide the Employee with access to certain confidentialinformation, trade secrets, and other matters which are of a confidential orproprietary nature, including but not limited to the Company’s customer lists,pricing information, production and cost data, compensation and fee information,strategic business plans, budgets, financial statements, and other informationthe Company treats as confidential or proprietary (collectively the"Confidential Information"). The Company provides on an ongoing basis suchConfidential Information as the Company deems necessary or desirable to aid theEmployee in the performance of his duties. The Employee understands andacknowledges that such Confidential Information is confidential and proprietary,and agrees not to disclose such Confidential Information to anyone outside theCompany except to the extent that (i) the Employee deems such disclosure or usereasonably necessary or appropriate in connection with performing his duties onbehalf of the Company; (ii) the Employee is required by order of a court ofcompetent jurisdiction (by subpoena or similar process) to disclose or discussany Confidential Information, provided that in such case, the Employee shallpromptly inform the Company of such event, shall cooperate with the Company inattempting to obtain a protective order or to otherwise restrict suchdisclosure, and shall only disclose Confidential Information to the minimumextent necessary to comply with any such court order; or (iii) such ConfidentialInformation becomes generally known to and available for use in the industriesin which the Company does business, other than as a result of any action orinaction by the Employee. The Employee further agrees that he will not duringemployment and/or at any time thereafter use such Confidential Information incompeting, directly or

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indirectly, with the Company. At such time as the Employee shall cease to beemployed by the Company, he will immediately turn over to the Company allConfidential Information, including papers, documents, writings, electronicallystored information, other property, and all copies of them, provided to orcreated by him during the course of his employment with the Company. Thisnondisclosure covenant is binding on the Employee, as well as his heirs,successors, and legal representatives, and will survive the termination of thisAgreement for any reason.

5. NONHIRE OF COMPANY EMPLOYEES.

To further preserve the rights of the Company pursuant to thenondisclosure covenant discussed above, and for the consideration promised bythe Company under this Agreement, during the term of the Employee’s employmentwith the Company and for a period of twelve months thereafter, regardless of thereason for termination of employment, the Employee will not, directly orindirectly, (i) hire any current or prospective employee of the Company, or anysubsidiary or affiliate of the Company (including, without limitation, anycurrent or prospective employee of the Company within the 6-month periodpreceding the Employee’s last day of employment with the Company or within the12-month period of this covenant) who worked, works, or has been offeredemployment by the Company; (ii) solicit or encourage any such employee toterminate their employment with the Company, or any subsidiary or affiliate ofthe Company; or (iii) solicit or encourage any such employee to acceptemployment with any business, operation, corporation, partnership, association,agency, or other person or entity with which the Employee may be associated. If,during the term of this non-hire covenant, the Employee learns that any suchemployee has accepted employment with any business, operation, corporation,partnership, association, agency, or other person or entity with which theEmployee may be associated (other than the Company), the Employee willimmediately send notice to the Company identifying the employee and certifyingthat the Employee did not breach any provision of this non-hire covenant.

6. NON-COMPETITION.

To further preserve the rights of the Company pursuant to thenondisclosure covenant discussed above, and for the consideration promised bythe Company under this Agreement, during the Employee’s employment with theCompany and for a period of one year thereafter, regardless of the reason fortermination of employment, the Employee will not, directly or indirectly, as anowner, director, principal, agent, officer, employee, partner, consultant,servant, or otherwise, carry on, operate, manage, control, or become involved inany manner with any business, operation, corporation, partnership, association,agency, or other person or entity which is in the same business as the Companyin any location in which the Company, or any subsidiary or affiliate of theCompany, operates or has plans or has projected to operate during the Employee’semployment with the Company, including any area within a 50-mile radius of anysuch location. The foregoing shall not prohibit the Employee from owning up to5.0% of the outstanding stock of any publicly held company. Notwithstanding theforegoing, after the Employee’s employment with the Company has terminated, uponreceiving written permission by the Board, the Employee shall be permitted toengage in such competing activities that would otherwise be prohibited by thiscovenant if such activities are determined in the sole discretion of the Boardin good faith to be immaterial to the operations of the Company, or anysubsidiary or affiliate of the Company, in the location in question.

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To further preserve the rights of the Company pursuant to thenondisclosure covenant discussed above, and for the consideration promised bythe Company under this Agreement, during the term of the Employee’s employmentwith the Company and for a period of one year thereafter, regardless of thereason for termination of employment, the Employee will not, directly orindirectly, either for himself or for any other business, operation,corporation, partnership, association, agency, or other person or entity, callupon, compete for, solicit, divert, or take away, or attempt to divert or takeaway current or prospective customers (including, without limitation, anycustomer with whom the Company, or any subsidiary or affiliate of the Company,(i) has an existing agreement or business relationship; (ii) has had anagreement or business relationship within the six-month period preceding theEmployee’s last day of employment with the Company; or (iii) has included as aprospect in its applicable pipeline) of the Company, or any subsidiary oraffiliate of the Company.

The Company and the Employee agree that the restrictions contained inthis noncompetition covenant are reasonable in scope and duration and arenecessary to protect the Company’s business interests and ConfidentialInformation. If any provision of this noncompetition covenant as applied to anyparty or to any circumstance is adjudged by a court or arbitrator to be invalidor unenforceable, the same will in no way affect any other circumstance or thevalidity or enforceability of this Agreement. If any such provision, or any partthereof, is held to be unenforceable because of the scope, duration, orgeographic area covered thereby, the parties agree that the court or arbitratormaking such determination shall have the power to reduce the scope and/orduration and/or geographic area of such provision, and/or to delete specificwords or phrases, and in its reduced form, such provision shall then beenforceable and shall be enforced. The parties agree and acknowledge that thebreach of this noncompetition covenant will cause irreparable damage to theCompany, and upon breach of any provision of this noncompetition covenant, theCompany shall be entitled to injunctive relief, specific performance, or otherequitable relief; provided, however, that this shall in no way limit any otherremedies which the Company may have (including, without limitation, the right toseek monetary damages).

Should the Employee violate the provisions of this noncompetition covenant, thenin addition to all other rights and remedies available to the Company at law orin equity, the duration of this covenant shall automatically be extended for theperiod of time from which the Employee began such violation until he permanentlyceases such violation

7. TERMINATION.

The Employee’s employment with the Company may be terminated under thefollowing circumstances:

(a) DEATH. The Employee’s employment with the Company shall terminateupon his death.

(b) DISABILITY. The Company may terminate the Employee’s employmentwith the Company if, as a result of the Employee’s incapacity due to physical ormental illness, the Employee is unable to perform his duties under thisAgreement on a full-time basis for more than 90 days in any 12 month period, asdetermined by the Company.

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(c) TERMINATION BY THE COMPANY. The Company may terminate theEmployee’s employment with the Company for any reason at any time after thesecond anniversary of the Effective Date upon one year’s written notice, and, inno case to be effective earlier than the third anniversary of the EffectiveDate. The Company may also terminate the Employee’s employment for Cause. Atermination for Cause must be for one or more of the following reasons: (i)conduct by the Employee constituting a material act of willful misconduct inconnection with the performance of his duties, including, without limitation,violation of the Company’s policy on sexual harassment, misappropriation offunds or property of the Company or any of its affiliates other than theoccasional, customary and de minimis use of Company property for personalpurposes, or other willful misconduct as determined in the sole discretion ofthe Company; (ii) continued, willful and deliberate non-performance by theEmployee of his duties hereunder (other than by reason of the Employee’sphysical or mental illness, incapacity or disability) where such non-performancehas continued for more than 10 days following written notice of suchnon-performance; (iii) the Employee’s refusal or failure to follow lawfuldirectives where such refusal or failure has continued for more than 30 daysfollowing written notice of such refusal or failure; (iv) a criminal or civilconviction of the Employee, a plea of nolo contendere by the Employee, or otherconduct by the Employee that, as determined in the sole discretion of the Board,has resulted in, or would result in if he were retained in his position with theCompany, material injury to the reputation of the Company, including, withoutlimitation, conviction of fraud, theft, embezzlement, or a crime involving moralturpitude; (v) a breach by the Employee of any of the provisions of thisAgreement; or (vi) a violation by the Employee of the Company’s employmentpolicies.

(d) TERMINATION BY THE EMPLOYEE. The Employee may terminate hisemployment with the Company at any time after the second anniversary of theEffective Date with a one year written notice to Company, and, in no case to beeffective earlier than the third anniversary of the Effective Date.

8. COMPENSATION UPON TERMINATION.

(a) DEATH. If the Employee’s employment with the Company terminates byreason of his death, the Company will, within 90 days, pay in a lump sum amountto such person as the Employee shall designate in a notice filed with theCompany or, if no such person is designated, to the Employee’s estate, theEmployee’s accrued and unpaid base salary and prorated bonus, if any (SeeExhibit A), and any payments to which the Employee’s spouse, beneficiaries, orestate may be entitled under any applicable employee benefit plan (according tothe terms of such plans and policies).

(b) DISABILITY. If the Employee’s employment with the Companyterminates by reason of his disability, the Company shall, within 90 days, payin a lump sum amount to the Employee his accrued and unpaid base salary andprorated bonus, if any (See Exhibit A), and any payments to which he may beentitled under any applicable employee benefit plan (according to the terms ofsuch plans and policies).

(c) TERMINATION BY THE COMPANY FOR CAUSE. If the Employee’s employmentwith the Company is terminated by the Company for Cause the Company will, within90 days, pay in a lump sum amount to the Employee his accrued and unpaid basesalary and any payments to which he may be entitled under any applicableemployee benefit plan (according to the terms of such plans and policies).

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(d) TERMINATION BY THE COMPANY WITHOUT CAUSE. If the Employee’semployment with the Company is terminated by the Company without Cause, theCompany will, within 90 days after the effective date of the termination, pay ina lump sum amount to the Employee his accrued and unpaid base salary andprorated bonus, if any (See Exhibit A), and any payments to which he may beentitled under any applicable employee benefit plan (according to the terms ofsuch plans and policies). Additionally, Employee will receive a total of$600,000, paid pro rata over a one year period in accordance with the Company’sstandard payroll schedule and practices, as consideration for Employee’spost-termination non-compete and non-solicitation obligations under ParagraphsFive and Six, above.

(e) EFFECT OF COMPLIANCE WITH COMPENSATION UPON TERMINATION PROVISIONS.Upon complying with Subparagraphs 8(a) through 8(d) above, as applicable, theCompany will have no further obligations to the Employee except as otherwiseexpressly provided under this Agreement, provided that such compliance will notadversely affect or alter the Employee’s rights under any employee benefit planof the Company in which the Employee has a vested interest, unless, otherwiseprovided in such employee benefit plan or any agreement or other instrumentattendant thereto.

9. PARTIES BENEFITED; ASSIGNMENTS.

This Agreement shall be binding upon the Employee, his heirs and hispersonal representative or representatives, and upon the Company and itsrespective successors and assigns. Neither this Agreement nor any rights orobligations hereunder may be assigned by the Employee, other than by will or bythe laws of descent and distribution.

10. NOTICES.

Any notice provided for in this Agreement will be in writing and will be deemedto have been given when delivered or mailed by United States registered orcertified mail, return receipt requested, postage prepaid. If to the Board orthe Company, the notice will be sent to Mark P. Mays, President and ChiefExecutive Officer, Clear Channel Communications, Inc., 200 E. Basse Road, SanAntonio, TX 78209 and a copy of the notice will be sent to Andrew W. Levin, EVPand CLO, Clear Channel Communications, Inc., 200 E. Basse Road, San Antonio, TX78209 . If to the Employee, the notice will be sent to 5109 N. 34th Place,Phoenix, AZ 85018. Such notices may alternatively be sent to such other addressas any party may have furnished to the other in writing in accordance with thisAgreement, except that notices of change of address shall be effective only uponreceipt.

11. GOVERNING LAW.

This Agreement shall be governed by and construed in accordance withthe internal laws of the State of Texas without giving effect to any choice oflaw or conflict provisions or rule (whether of the State of Texas or any otherjurisdiction) that would cause the application of the laws of any jurisdictionother than the State of Texas and the Employee hereby expressly consents to thepersonal jurisdiction of the state and federal courts located in the State ofTexas for any lawsuit arising from or relating to this Agreement.

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12. DEFINITION OF COMPANY.

As used in this Agreement, the term "Company" shall include any of itspast, present and future divisions, operating companies, subsidiaries andaffiliates.

13. LITIGATION AND REGULATORY COOPERATION.

During and after the Employee’s employment, the Employee shallreasonably cooperate with the Company in the defense or prosecution of anyclaims or actions now in existence or which may be brought in the future againstor on behalf of the Company which relate to events or occurrences thattranspired while the Employee was employed by the Company; provided, however,that such cooperation shall not materially and adversely affect the Employee orexpose the Employee to an increased probability of civil or criminal litigation.The Employee’s cooperation in connection with such claims or actions shallinclude, but not be limited to, being available to meet with counsel to preparefor discovery or trial and to act as a witness on behalf of the Company atmutually convenient times. During and after the Employee’s employment, theEmployee also shall cooperate fully with the Company in connection with anyinvestigation or review of any federal, state or local regulatory authority asany such investigation or review relates to events or occurrences thattranspired while the Employee was employed by the Company. The Company will paythe Employee on an hourly basis (to be derived from his base salary) forrequested litigation and regulatory cooperation that occurs after histermination of employment, and reimburse the Employee for all costs and expensesincurred in connection with his performance under this paragraph, including, butnot limited to, reasonable attorneys’ fees and costs.

14. INDEMNIFICATION AND INSURANCE; LEGAL EXPENSES.

The Company shall indemnify the Employee to the fullest extentpermitted by law, in effect at the time of the subject act or omission, andshall advance to the Employee reasonable attorneys’ fees and expenses as suchfees and expenses are incurred (subject to an undertaking from the Employee torepay such advances if it shall be finally determined by a judicial decisionwhich is not subject to further appeal that the Employee was not entitled to thereimbursement of such fees and expenses), and the Employee will be entitled tothe protection of any insurance policies that the Company may elect to maintaingenerally for the benefit of its directors and officers against all costs,charges and expenses incurred or sustained by him in connection with any action,suit or proceeding to which he may be made a party by reason of his being orhaving been a director, officer or employee of the Company or any of itssubsidiaries, or his serving or having served any other enterprise as adirector, officer or employee at the request of the Company (other than anydispute, claim or controversy arising under or relating to this Agreement). TheCompany covenants to maintain during the Employee’s employment for the benefitof the Employee (in his capacity as an officer and director of the Company)Directors and Officers Insurance providing benefits to the Employee no lessfavorable, taken as a whole, than the benefits provided to the other similarlysituated employees of the Company by the Directors and Officers Insurancemaintained by the Company on the date hereof; provided, however, that the Boardmay elect to terminate Directors and Officers Insurance for all officers anddirectors, including the Employee, if the Board determines in good faith thatsuch insurance is not available or is available only at unreasonable expense.

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15. ARBITRATION.

The parties agree that any dispute, controversy or claim, whether based oncontract, tort, statute, discrimination, retaliation, or otherwise, relating to,arising from or connected in any manner to this Agreement, or to the allegedbreach of this Agreement, or arising out of or relating to Employee’s employmentor termination of employment, shall, upon timely written request of either partybe submitted to and resolved by binding arbitration. The arbitration shall beconducted in San Antonio, Texas. The arbitration shall proceed in accordancewith the National Rules for Resolution of Employment Disputes of the AmericanArbitration Association ("AAA") in effect at the time the claim or disputearose, unless other rules are agreed upon by the parties. Unless otherwiseagreed to by the parties in writing, the arbitration shall be conducted by onearbitrator who is a member of the AAA and who is selected pursuant to themethods set out in the National Rules for Resolution of Employment Disputes ofthe AAA. Any claims received after the applicable/relevant statute oflimitations period has passed shall be deemed null and void. The award of thearbitrator shall be a reasoned award with findings of fact and conclusions oflaw. Either party may bring an action in any court of competent jurisdiction tocompel arbitration under this Agreement, to enforce an arbitration award, and tovacate an arbitration award. However, in actions seeking to vacate an award, thestandard of review to be applied by said court to the arbitrator’s findings offact and conclusions of law will be the same as that applied by an appellatecourt reviewing a decision of a trial court sitting without a jury. The Companywill pay the actual costs of arbitration excluding attorney’s fees. Each partywill pay its own attorneys fees and other costs incurred by their respectiveattorneys.

16. REPRESENTATIONS AND WARRANTIES OF THE EMPLOYEE.

The Employee represents and warrants to the Company that he is under nocontractual or other restriction which is inconsistent with the execution ofthis Agreement, the performance of his duties hereunder or the other rights ofCompany hereunder. The Employee also represents and warrants to the Company thathe is under no physical or mental disability that would hinder the performanceof his duties under this Agreement.

17. MISCELLANEOUS.

This Agreement contains the entire agreement of the parties relating tothe subject matter hereof. This Agreement supersedes any prior written or oralagreements or understandings between the parties relating to the subject matterhereof. No modification or amendment of this Agreement shall be valid unless inwriting and signed by or on behalf of the parties hereto. The failure of a partyto require performance of any provision of this Agreement shall in no manneraffect the right of such party at a later time to enforce any provision of thisAgreement. A waiver of the breach of any term or condition of this Agreementshall not be deemed to constitute a waiver of any subsequent breach of the sameor any other term or condition. This Agreement is intended to be performed inaccordance with, and only to the extent permitted by, all applicable laws,ordinances, rules and regulations. If any provision of this Agreement, or theapplication thereof to any person or circumstance, shall, for any reason and toany extent, be held invalid or unenforceable, such invalidity andunenforceability shall not affect the remaining provisions hereof or theapplication of such provisions to other persons or circumstances, all of whichshall be enforced to the greatest extent permitted by law. The headings in thisAgreement are inserted

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for convenience of reference only and shall not be a part of or control oraffect the meaning of any provision hereof.

IN WITNESS WHEREOF, the parties have duly executed and delivered thisAgreement as of the date last executed below.

DATE: August 5, 2005 PAUL MEYER

/s/ Paul Meyer -------------------------------

CLEAR CHANNEL OUTDOOR HOLDINGS, INC.

DATE: August 5, 2005 By: /s/ Mark P. Mays ------------------------------ Name: Mark P. Mays Title: Chief Executive Officer

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EXHIBIT A

PERFORMANCE BONUS CALCUATION

To be determined at the sole discretion of the Board and the CompensationCommittee.

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EXHIBIT 99.1

CLEAR CHANNEL REPORTS SECOND QUARTER 2005 RESULTS

SAN ANTONIO, TEXAS AUGUST 9, 2005...Clear Channel Communications, Inc. (NYSE:CCU) today reported results for its second quarter ended June 30, 2005. TheCompany also announced today an update to its plan to strategically realign itsbusinesses and its share repurchase program.

The Company reported revenues of $2.46 billion in the second quarter of 2005, a1% decrease from the $2.49 billion reported for the second quarter of 2004.Clear Channel’s net income and diluted earnings per share were $220.7 millionand $.40 per diluted share during the second quarter of 2005. This compares tonet income and diluted earnings per share of $253.8 million and $.41 per dilutedshare during the second quarter of 2004.

Mark Mays, President and Chief Executive Officer, commented, "Our second quarterresults reflect the short-term impact of our decision to reduce the commercialloads on our radio stations, combined with a less than ideal advertisingenvironment. With just two complete quarters of "Less is More" behind us we areseeing positive trends. Early ratings results from the important spring ratingsbook show that ratings and time spent listening are on the rise. In addition, weare seeing real progress in the development of a 30-second marketplace. Theseearly results underscore that "Less is More" is the right move for our businessover the long-term. Overall, our operational focus remains on leading change,driving innovation and delivering value to our customers across all of ourbusinesses. We believe this long-term and forward thinking approach will createshareholder value over the long-term."

Mark Mays added, "Our strategic realignment plan is on track and is targeted tobe completed by the end of this year. It remains our intention to fundactivities that enhance shareholder returns. However, given current and changingmarket conditions, we believe it is appropriate to expand the options availableto us in returning capital to shareholders and we may choose to use these fundsfor share repurchases, a special dividend or a combination of both. As a result,we have authorized an increase to our existing share repurchase program to anaggregate of $1.0 billion. A significant share repurchase is an attractiveoption for maximizing shareholder value and will enable us to maintain financialflexibility. We have a strong track record of announcing and executing materialshare repurchases and this decision will enable the company to return capitaldirectly to shareholders in a significant way, over a longer period of time."

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REVENUE AND DIVISIONAL OPERATING EXPENSES

<Table><Caption>

(In thousands) Three Months Ended June 30, --------------------------------- % 2005 2004 Change --------------- -------------- ------------<S> <C> <C> <C> Revenue Radio Broadcasting $ 931,929 $ 996,824 (7%) Outdoor Advertising 684,508 639,549 7% Live Entertainment 729,473 734,481 (1%) Other 145,751 149,917 (3%) Eliminations (32,910) (35,737) --------------- --------------CONSOLIDATED REVENUE $ 2,458,751 $ 2,485,034 (1%) ============== =============

Divisional operating expenses Radio Broadcasting $ 554,217 $ 552,769 0% Outdoor Advertising 460,865 432,989 6% Live Entertainment 691,214 693,939 0% Other 117,106 116,353 1% Eliminations (32,910) (35,737) --------------- --------------CONSOLIDATED DIVISIONAL OPERATING EXPENSES $ 1,790,492 $ 1,760,313 2% =============== ==============</Table>

Included in the Company’s second quarter 2005 revenue and operating expenses areapproximately $20.1 million and $16.3 million, respectively, of foreign exchangeincreases compared to the same period of 2004.

RADIO BROADCASTING

The Company’s radio revenues declined 6.5% to $931.9 million during the secondquarter of 2005 compared to the same period of 2004. The decline includes areduction of approximately $8.8 million from non-cash trade revenues. Both localand national revenues were down for the quarter as well, primarily from itsreduction in commercial minutes made available for sale on its radio stations.As a result, some of its larger advertising categories declined during thequarter, including retail and automotive. While commercial minutes were down,this was partially offset by an increase in average unit rates. As the yearprogressed, the Company made improvements on its "Less is More" initiative asevidenced by increased average unit rates on its 15, 30 and 60 secondcommercials over the first quarter of the year. The Company also saw improvementin the second quarter in selling 30 second and 15 second commercials as apercentage of total minutes sold. Finally, yield, or revenue divided by totalminutes of available inventory, has seen consistent improvement throughout theyear.

Divisional operating expenses were up $1.4 million during the second quarter of2005 compared to the same period of 2004. Driving the increase were advertisingand promotional expenditures as well as sports broadcasting rights related tocontracts awarded in the second half of last year. Partially offsetting theincrease were decreases in commission and bad debt expenses.

OUTDOOR ADVERTISING

The Company’s outdoor advertising revenue increased 7.0% to $684.5 millionduring the second quarter of 2005 compared to the same period of 2004. Thisreflects an increase of 11.2% domestically and 3.7% internationally. The growthdomestically was driven by bulletin sales, while international growth cameprimarily from transit and street furniture sales. Included in the secondquarter 2005 results is approximately $13.4 million from increases in foreignexchange compared to the second quarter of 2004.

Domestic bulletin revenues grew principally from increased rates, with occupancyup slightly for the second quarter of 2005 compared to 2004. Strong domesticmarkets included Phoenix, Cleveland, Seattle, Jacksonville and San Antonio.Strong advertising categories were automotive, entertainment, financialservices, retail and telecommunications.

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Internationally, street furniture revenues benefited from an increase indisplays as well as average revenue per display compared to the second quarterof 2004. The Company’s international transit revenue growth was fueled by anincrease in average revenue per display. Its strongest international markets forthe quarter were Australia/New Zealand, Sweden and the United Kingdom. However,consistent with the end of 2004, the Company continued to see weak demand forits media inventory in France, particularly from national sales which temperedthe overall results of its international revenues.

Outdoor advertising expenses increased 6.4% to $460.9 million during the secondquarter of 2005 compared to the same period of 2004. Included in the increase isapproximately $10.0 million from increases in foreign exchange. Divisionaloperating expenses increased from commissions, production and site leaseexpenses associated with the increase in revenue as well as increased rentalfrom new contracts in its international business entered into in the second halfof 2004.

On July 27, 2005 the Company announced to the trade union representatives and toemployees a draft plan to restructure its operations in France. In connectionwith the restructuring, the Company expects to record approximately $25.0million in restructuring costs, including employee termination and other costs,as a component of divisional operating expenses during the third quarter of2005.

LIVE ENTERTAINMENT

Live entertainment revenues were essentially flat for the second quarter of 2005compared to the same period of 2004. Second quarter revenues includedapproximately $6.7 million from increases in foreign exchange. The Companyexperienced a decline in domestic music events during the second quarter ascompared to the same period of the prior year resulting in decreased attendanceand ticket revenues. Also, concession and merchandising revenues declinedassociated with fewer events at the Company’s amphitheaters. These declines werepartially offset by revenue increases in its theater operations from increasedpresenting weeks, increased ticket revenues in its motor sports group andrevenue growth in its European operations, primarily from promoting the U2 touras well as additional music festival revenues.

Live entertainment expenses were down $2.7 million for the second quarter of2005 compared to the same period of 2004. Second quarter expenses includedapproximately $6.3 million from increases in foreign exchange. This decline inexpenses was primarily due to lower talent costs associated with fewer eventsand reduced artist guarantees in the current quarter compared to the same periodof 2004.

UPDATE TO STRATEGIC REALIGNMENT OF BUSINESSES

On April 29, 2005, the Company announced a plan to strategically realign itsbusinesses. This plan includes an initial public offering ("IPO") ofapproximately 10% of the common stock of the Company’s outdoor business ("ClearChannel Outdoor") and a 100% spin-off of its entertainment business ("ClearChannel Entertainment"). These transactions are progressing and are expected toclose by the end of the year. The closing of the IPO and spin-off of ClearChannel Entertainment is subject to approval of the Company’s Board ofDirectors, receipt of a tax opinion of counsel and letter ruling from the IRSrelating to the Clear Channel Entertainment spin-off, favorable marketconditions, the filing and effectiveness of registration statements with theSecurities and Exchange Commission and other customary conditions.

As part of the strategic realignment, the Company announced its intention to paya special dividend of $3.00 per share following the close of the IPO and thespin-off of Clear Channel Entertainment, a total of approximately $1.6 billion.The Company believes that it is appropriate to expand the options available toreturning this capital to shareholders. At this time, rather than paying theapproximately $1.6 billion as a $3.00 per share special dividend, the Companynow currently anticipates utilizing the approximately $1.6 billion in the formof either share repurchases, a special dividend, or a combination of both. Tofacilitate this change, the Board of Directors of the Company has increased thecurrent share repurchase program to $1.0 billion as described below. It is theCompany’s current intention to pay a special dividend in 2006 after taking intoaccount the results of the Company’s share repurchases, and subject to theCompany’s financial

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condition, and market and economic conditions among other factors. The Companyintends to fund any share repurchases and/or a special dividend from fundsgenerated from the repayment of intercompany debt, the proceeds of any new debtofferings, available cash balances and cash flow from operations. The timing andamount of a special dividend, if any, is in the discretion of the Board ofDirectors and may be based on the economic and market factors described above,among others.

SHARE REPURCHASE AUTHORIZATION

On August 9, 2005, the Company’s Board of Directors authorized an increase inand extension of its existing $1.0 billion share repurchase program, which wasoriginally authorized in February 2005 (the "February 2005 Program"). As of June 30, 2005, the Company has purchased under the February 2005 Programapproximately 20.9 million shares of its common stock for an aggregate purchaseprice of $692 million. The Board of Directors has authorized an increase of $692million to the existing balance of the February 2005 Program, bringing thecurrent authorized amount of the share repurchase program to an aggregate of$1.0 billion. This increase in the share repurchase program is effectiveimmediately, and expires on August 8, 2006, although the program may bediscontinued or suspended at anytime prior to its expiration. The Company willpurchase shares from time to time through open market or privately negotiatedtransactions. The Company will base its decision on amounts of repurchases andtheir timing on such factors as the Company’s financial condition and stockprice, general economic and market conditions and other factors.

CONFERENCE CALLThe Company will host a teleconference to discuss its results on August 9th at9:00 a.m. Eastern Time. The conference call number is 888-283-6901 and the passcode is 5915724. Please call ten minutes in advance to ensure that you areconnected prior to the presentation. The teleconference will also be availablevia a live audio cast on the Company’s website, located at www.clearchannel.com.A replay of the call will be available for 72 hours after the live conferencecall. The replay number is 888-203-1112 and the pass code is 5915724. The audiocast will also be archived on the Company’s website and will be availablebeginning 24 hours after the call for a period of one week.

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TABLE 1 FINANCIAL HIGHLIGHTS CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE DATA)

<Table><Caption> Three Months Ended June 30, ---------------------------------- % 2005 2004 Change ---------------- -------------- ------------<S> <C> <C> <C>REVENUE $ 2,458,751 $ 2,485,034 (1%)Divisional operating expenses 1,790,492 1,760,313Corporate expenses 48,156 46,581Non-cash compensation expense 1,675 915Depreciation and amortization 167,991 167,754 ---------------- ----------------OPERATING INCOME 450,437 509,471 (12%)

Interest expense 105,487 85,403Gain (loss) on marketable securities 1,610 (5,503)Equity in earnings of nonconsolidated affiliates 9,834 10,635Other income (expense) - net 8,453 (2,694) ---------------- ----------------Income before income taxes 364,847 426,506Income tax benefit (expense): Current (108,051) (106,888) Deferred (36,064) (65,848) ---------------- ----------------

NET INCOME $ 220,732 $ 253,770 (13%) ================ ================

Net Income per share: BASIC $ 0.41 $ 0.42 (2%) ================ ================

DILUTED $ 0.40 $ 0.41 (2%) ================ ================

Weighted average shares outstanding - diluted 545,090 612,960</Table>

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TABLE 2SELECTED BALANCE SHEET INFORMATION

<Table><Caption>(In millions) June 30, 2005 March 31, 2005 ------------- --------------<S> <C> <C>Cash $ 321.3 $ 271.3Total Current Assets $ 2,700.6 $ 2,316.6Net Property, Plant and Equipment $ 3,961.6 $ 4,040.5Total Assets $ 20,090.7 $ 19,769.7Current Liabilities (excluding current portion of long-term debt) $ 2,247.7 $ 1,897.0Long-Term Debt (including current portion of long-term debt) $ 7,896.7 $ 7,732.8Shareholders’ Equity $ 8,662.1 $ 8,850.0</Table>

TABLE 3CAPITAL EXPENDITURES

Capital expenditures for the second quarter of 2005 versus 2004 were:

<Table><Caption>(In millions) June 30, 2005 June 30, 2004 ------------- -------------<S> <C> <C>Non-revenue producing $ 71.0 $ 47.4Revenue producing 30.7 38.5 ----------- ----------- Total capital expenditures $ 101.7 $ 85.9 =========== ===========</Table>

The Company defines non-revenue producing capital expenditures as thoseexpenditures that are required on a recurring basis. Revenue producing capitalexpenditures are discretionary capital investments for new revenue streams,similar to an acquisition.

TABLE 4LIQUIDITY AND FINANCIAL POSITION

For the six months ended June 30, 2005, cash flow from operating activities was$774.1 million, cash flow used in investing activities was $236.3 million, andcash flow used in financing activities was $427.0 million for a net increase incash of $110.8 million.

At June 30, 2005, Clear Channel had long-term debt of:

<Table><Caption>(In millions) June 30, 2005 -------------<S> <C>Bank Credit Facilities $ 916.8Public Notes 6,814.1Other Debt 165.8 ------------- Total $ 7,896.7 =============</Table>

Leverage, defined as debt*, net of cash, divided by the trailing 12-month proforma EBITDA**, was 3.4x at June 30, 2005.

At June 30, 2005, 70% of the Company’s debt bears interest at fixed rates and30% of the Company’s debt bears interest at floating rates based upon LIBOR. TheCompany’s weighted average cost of debt at June 30, 2005 was 5.6%.

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* As defined by Clear Channel’s credit facility, debt is long-term debt of$7,897 million plus letters of credit of $241 million; guarantees of third partydebt of $13 million; net original issue discount/premium of $10 million;deferred purchase consideration of $10 million included in other long-termliabilities; less the fair value of interest rate swaps of $4 million; and lesspurchase accounting premiums of $12 million. ** As defined by Clear Channel’scredit facilities, pro forma EBITDA is the trailing twelve-month EBITDA adjustedto include EBITDA of any assets acquired in the trailing twelve-month period.

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As of August 9, 2005, Clear Channel has approximately $332.5 million availableon its bank credit facility. The Company does not have any public debt maturingduring the remainder of 2005. The Company may utilize existing capacity underits bank facilities and other available funds for future maturities orredemptions of debt. Redemptions or repurchases will occur through open marketpurchases, privately negotiated transactions, or other means.

SUPPLEMENTAL DISCLOSURE REGARDING NON-GAAP FINANCIAL INFORMATION

TABLE 5OPERATING INCOME BEFORE DEPRECIATION AND AMORTIZATION(D&A) AND NON-CASH COMPENSATION EXPENSE

The following tables set forth Clear Channel’s Operating Income, D&A andNon-cash compensation expense for the three months ended June 30, 2005 and 2004.The Company defines "Operating Income before D&A and Non-cash compensationexpense" as net income adjusted to exclude the following line items presented inits Statement of Operations: Income tax benefit (expense); Other income(expense) - net; Equity in earnings of nonconsolidated affiliates; Gain (loss)on marketable securities; Interest expense; D&A; and, Non-cash compensationexpense.

The Company uses Operating Income before D&A and Non-cash compensation expense,among other things, to evaluate the Company’s operating performance. Thismeasure is among the primary measures used by management for planning andforecasting of future periods, as well as for measuring performance forcompensation of executives and other members of management. This measure is animportant indicator of the Company’s operational strength and performance of itsbusiness because it provides a link between profitability and cash flows fromoperating activities. It is also a primary measure used by management inevaluating companies as potential acquisition targets.

The Company believes the presentation of this measure is relevant and useful forinvestors because it allows investors to view performance in a manner similar tothe method used by the Company’s management. It helps improve investors’ abilityto understand the Company’s operating performance and makes it easier to comparethe Company’s results with other companies that have different capitalstructures or tax rates. In addition, this measure is also among the primarymeasures used externally by the Company’s investors, analysts and peers in itsindustry for purposes of valuation and comparing the operating performance ofthe Company to other companies in its industry. Additionally, the Company’s bankcredit facilities use this measure for compliance with leverage covenants.

Since Operating Income before D&A and Non-cash compensation expense is not ameasure calculated in accordance with GAAP, it should not be considered inisolation of, or as a substitute for, net income as an indicator of operatingperformance and may not be comparable to similarly titled measures employed byother companies. Operating Income, D&A and Non-cash compensation expense are allfinancial statement line items included on the Company’s statement of earnings.Operating Income before D&A and Non-cash compensation expense is not necessarilya measure of the Company’s ability to fund its cash needs. As it excludescertain financial information compared with operating income and net income(loss), the most directly comparable GAAP financial measure, users of thisfinancial information should consider the types of events and transactions,which are excluded.

As required by the SEC, the Company provides reconciliations below of OperatingIncome before D&A and Non-cash compensation expense for each segment to suchsegment’s operating income; Operating Income before D&A and Non-cashcompensation expense to net income, the most directly comparable amountsreported under GAAP; and, Net Income and Diluted Earnings Per Share excludingcertain items, if applicable.

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<Table><Caption> Non-cash Operating Income before(In thousands) Operating income compensation Depreciation D&A and Non-cash (loss) expense and amortization compensation expense ------ ------- ---------------- --------------------<S> <C> <C> <C> <C>THREE MONTHS ENDED JUNE 30, 2005Radio Broadcasting $ 343,282 $ -- $ 34,430 $ 377,712Outdoor Advertising 127,081 -- 96,562 223,643Live Entertainment 23,434 -- 14,825 38,259Other 11,257 -- 17,388 28,645Corporate (54,617) 1,675 4,786 (48,156) -------------- ------------- --------------- ---------------- Consolidated $ 450,437 $ 1,675 $ 167,991 $ 620,103 ============= ============= =============== ===============

THREE MONTHS ENDED JUNE 30, 2004Radio Broadcasting $ 405,848 $ 232 $ 37,975 $ 444,055Outdoor Advertising 113,754 -- 92,806 206,560Live Entertainment 25,647 -- 14,895 40,542Other 16,706 -- 16,858 33,564Corporate (52,484) 683 5,220 (46,581) -------------- ------------- --------------- ---------------- Consolidated $ 509,471 $ 915 $ 167,754 $ 678,140 ============= ============= =============== ===============</Table>

TABLE 6RECONCILIATION OF OPERATING INCOME BEFORE DEPRECIATION AND AMORTIZATION (D&A)AND NON-CASH COMPENSATION EXPENSE TO NET INCOME

<Table><Caption>(In thousands) THREE MONTHS ENDED JUNE 30, 2005 2004 ----------------- -----------------<S> <C> <C>Operating Income before D&A and Non-cash compensation expense $ 620,103 $ 678,140Non-cash compensation expense 1,675 915Depreciation & amortization 167,991 167,754 ----------------- -----------------Operating Income 450,437 509,471

Interest expense 105,487 85,403Gain (loss) on marketable securities 1,610 (5,503)Equity in earnings of nonconsolidated affiliates 9,834 10,635Other income (expense) - net 8,453 (2,694) ----------------- ------------------

Income before income taxes 364,847 426,506Income tax (expense) benefit: Current (108,051) (106,888) Deferred (36,064) (65,848) ------------------ ------------------

Net income $ 220,732 $ 253,770 ================= =================</Table>

ABOUT CLEAR CHANNEL COMMUNICATIONSClear Channel Communications, Inc. (NYSE:CCU) is a global media andentertainment company specializing in "gone from home" entertainment andinformation services for local communities and premiere opportunities foradvertisers. Based in San Antonio, Texas, the company’s businesses includeradio, outdoor displays, live entertainment events and venues, and televisionstations. See us on the web at www.clearchannel.com.

For further information contact:Investors - Randy Palmer, Senior Vice President of Investor Relations, (210)832-3315 or Media - Lisa Dollinger, Chief Communications Officer, (210) 832-3474

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or visit our web-site at http://www.clearchannel.com.

CERTAIN STATEMENTS IN THIS DOCUMENT CONSTITUTE "FORWARD-LOOKING STATEMENTS"WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. SUCHFORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES ANDOTHER FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OFCLEAR CHANNEL COMMUNICATIONS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS,PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKINGSTATEMENTS. THE WORDS OR PHRASES "GUIDANCE," "BELIEVE," "EXPECT," "ANTICIPATE,""ESTIMATES" AND "FORECAST" AND SIMILAR WORDS OR EXPRESSIONS ARE INTENDED TOIDENTIFY SUCH FORWARD-LOOKING STATEMENTS. IN ADDITION, ANY STATEMENTS THAT REFERTO EXPECTATIONS OR OTHER CHARACTERIZATIONS OF FUTURE EVENTS OR CIRCUMSTANCES AREFORWARD-LOOKING STATEMENTS. THE COMPANY CANNOT PROVIDE ANY ASSURANCE THAT THEIPO OF CLEAR CHANNEL OUTDOOR, THE SPIN-OFF OF CLEAR CHANNEL ENTERTAINMENT OR THEPAYMENT OF THE ONE-TIME/SPECIAL DIVIDEND WILL BE COMPLETED, OR THE TERMS OFWHICH ALL OF THE TRANSACTIONS WILL BE CONSUMMATED. VARIOUS RISKS THAT COULDCAUSE FUTURE RESULTS TO DIFFER FROM THOSE EXPRESSED BY THE FORWARD-LOOKINGSTATEMENTS INCLUDED IN THIS DOCUMENT INCLUDE, BUT ARE NOT LIMITED TO: RISKSINHERENT IN THE CONTEMPLATED IPO, SPIN-OFF, CASH DIVIDENDS OR BORROWINGS; COSTSRELATED TO THE PROPOSED TRANSACTIONS; DISTRACTION OF THE COMPANY AND ITSMANAGEMENT TEAM AS A RESULT OF THE PROPOSED TRANSACTIONS; CHANGES IN BUSINESS,POLITICAL AND ECONOMIC CONDITIONS IN THE U.S. AND IN OTHER COUNTRIES IN WHICHCLEAR CHANNEL COMMUNICATIONS CURRENTLY DOES BUSINESS (BOTH GENERAL AND RELATIVETO THE ADVERTISING AND ENTERTAINMENT INDUSTRIES); FLUCTUATIONS IN INTERESTRATES; CHANGES IN OPERATING PERFORMANCE; SHIFTS IN POPULATION AND OTHERDEMOGRAPHICS; CHANGES IN THE LEVEL OF COMPETITION FOR ADVERTISING DOLLARS;FLUCTUATIONS IN OPERATING COSTS; TECHNOLOGICAL CHANGES AND INNOVATIONS; CHANGESIN LABOR CONDITIONS; CHANGES IN GOVERNMENTAL REGULATIONS AND POLICIES ANDACTIONS OF REGULATORY BODIES; FLUCTUATIONS IN EXCHANGE RATES AND CURRENCYVALUES; CHANGES IN TAX RATES; AND CHANGES IN CAPITAL EXPENDITURE REQUIREMENTS;ACCESS TO CAPITAL MARKETS AND CHANGES IN CREDIT RATINGS. OTHER UNKNOWN ORUNPREDICTABLE FACTORS ALSO COULD HAVE MATERIAL ADVERSE EFFECTS ON CLEAR CHANNELCOMMUNICATIONS’, CLEAR CHANNEL OUTDOOR’S AND CLEAR CHANNEL ENTERTAINMENT’SFUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS. IN LIGHT OF THESE RISKS,UNCERTAINTIES, ASSUMPTIONS AND FACTORS, THE FORWARD-LOOKING EVENTS DISCUSSED INTHIS DOCUMENT MAY NOT OCCUR. YOU ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ONTHESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE STATED, OR IFNO DATE IS STATED, AS OF THE DATE OF THIS DOCUMENT. OTHER KEY RISKS AREDESCRIBED IN CLEAR CHANNEL COMMUNICATIONS’ REPORTS FILED WITH THE U.S.SECURITIES AND EXCHANGE COMMISSION, INCLUDING IN THE SECTION ENTITLED "ITEM 1.BUSINESS - RISK FACTORS" OF THE COMPANY’S ANNUAL REPORT ON FORM 10-K FOR THEYEAR ENDED DECEMBER 31, 2004. EXCEPT AS OTHERWISE STATED IN THIS DOCUMENT, CLEARCHANNEL COMMUNICATIONS DOES NOT UNDERTAKE ANY OBLIGATION TO PUBLICLY UPDATE ORREVISE ANY FORWARD-LOOKING STATEMENTS BECAUSE OF NEW INFORMATION, FUTURE EVENTSOR OTHERWISE.

A REGISTRATION STATEMENT RELATING TO THE IPO OF CLEAR CHANNEL OUTDOOR COMMONSTOCK AND AN INFORMATION STATEMENT RELATING TO THE SPIN-OFF OF CLEAR CHANNELENTERTAINMENT WILL BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

THIS DOCUMENT SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF ANOFFER TO BUY ANY SECURITIES, NOR SHALL THERE BE ANY SALE OF CLEAR CHANNELOUTDOOR COMMON STOCK IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALEWOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIESLAWS OF ANY SUCH STATE. ANY SUCH OFFERING OF SECURITIES WILL BE MADE ONLY BYMEANS OF A PROSPECTUS INCLUDED IN THE REGISTRATIONS STATEMENT FILED WITH THESECURITIES AND EXCHANGE COMMISSION.

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