content: <PAGE>   1
   
        AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 20, 1998
   
                                                   REGISTRATION NO. 333-
  ================================================================================
   
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
   
                                      FORM S-8
   
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
   
                            CHANCELLOR MEDIA CORPORATION
               (Exact Name of Registrant as Specified in its Charter)
   
  <TABLE>
  <S>                                            <C>
                     DELAWARE                                      75-2247099
         (State or Other Jurisdiction of              (I.R.S. Employer Identification No.)
          Incorporation or Organization)
  </TABLE>
   
                           433 EAST LAS COLINAS BOULEVARD
                                IRVING, TEXAS 75309
                (Address, Including Zip Code, and Telephone Number,
         including Area Code, of Registrant's Principal Executive Offices)
   
                1998 CHANCELLOR MEDIA CORPORATION STOCK OPTION PLAN
                                        AND
            AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                                (Full Title of Plan)
   
                                 MATTHEW E. DEVINE
                              CHIEF FINANCIAL OFFICER
                           433 EAST LAS COLINAS BOULEVARD
                                IRVING, TEXAS 75309
                                   (972) 869-9020
                       (Name and Address, Including Zip Code,
          and Telephone Number, Including Area Code, of Agent for Service)
                              ------------------------
                          CALCULATION OF REGISTRATION FEE
   
  <TABLE>
  <CAPTION>
  ================================================================================================================
                                                        PROPOSED MAXIMUM     PROPOSED MAXIMUM
         TITLE OF SECURITIES           AMOUNT TO BE      OFFERING PRICE          AGGREGATE           AMOUNT OF
           TO BE REGISTERED             REGISTERED       PER SHARE (1)      OFFERING PRICE (1)   REGISTRATION FEE
  ----------------------------------------------------------------------------------------------------------------
  <S>                                 <C>             <C>                   <C>                  <C>
  Common Stock, $.01 Par Value......    8,340,000      $23.25 to $44.5625      $334,110,650           $98,563
  ================================================================================================================
  </TABLE>
   
  (1) For purposes of computing the registration fee only. Pursuant to Rule 457(h)
      under the Securities Act of 1933, the Proposed Maximum Aggregate Offering
      Price Per Share is based upon: (i) with respect to 4,182,600 shares that may
      be acquired pursuant to stock options granted by Chancellor Media
      Corporation (the "Company" or the "Registrant") under the 1998 Chancellor
      Media Corporation Stock Option Plan (the "Plan") prior to the date of this
      Registration Statement, the actual price at which such stock options may be
      exercised, (ii) with respect to the remaining 3,707,400 shares that may be
      acquired pursuant to stock options that may be granted by the Company under
      the Plan from time to time after the date hereof, $41.1875 per share, which
      represents the average of the high and low prices reported on the Nasdaq
      Stock Market for shares of the Common Stock on May 14, 1998, pursuant to
      Rule 457(h)(1) and 457(c) and (iii) with respect to 450,000 shares that may
      be acquired pursuant to stock options granted by the Company under its
      Amended and Restated Non-Employee Director Stock Option Plan (the "Director
      Plan") from time to time after the date hereof, $41.1875 per share, which
      represents the average of the high and low prices reported on the Nasdaq
      Stock Market for shares of the Common Stock on May 14, 1998, pursuant to
      Rule 457(h)(1) and 457(c).
   
  ================================================================================
  <PAGE>   2
   
                                       PART I
   
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
   
  ITEM 1. PLAN INFORMATION.
   
       Not required to be filed with this Registration Statement.
   
  ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
   
       Not required to be filed with this Registration Statement.
   
                                      PART II
   
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
   
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
   
       The following documents are incorporated by reference in this Registration
  Statement:
   
            (a) Chancellor Media Corporation's (the "Company's") Annual Report on
       Form 10-K (File No. 000-21570) for the year ended December 31, 1997, filed
       pursuant to Section 13(a) of the Securities Exchange Act of 1934, as
       amended (the "Exchange Act"), which contains audited financial statements
       for the Company and its consolidated subsidiaries for the year ended
       December 31, 1997.
   
            (b) All other reports filed by the Company pursuant to Section 13(a)
       or 15(d) of the Exchange Act since the end of the fiscal year covered by
       the Annual Report referred to in (a) above.
   
            (c) The description of the Company's Common Stock contained in the
       sections entitled "Description of the Surviving Corporation Capital
       Stock -- Common Stock" and "General Comparison of Stockholder's Rights" of
       the Joint Proxy Statement/Prospectus of the Company and Chancellor
       Broadcasting Company contained in the Company's Registration Statement on
       Form S-4 filed with the Commission on August 1, 1997 (File No. 333-32677).
   
       All documents subsequently filed by the Company pursuant to Sections 13(a),
  13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
  Statement and prior to the filing of a post-effective amendment which indicates
  that all securities offered have been sold or which deregisters all securities
  then remaining unsold are incorporated by reference in this Registration
  Statement and are a part hereof from the date of filing of such documents. Any
  statement contained in a document incorporated or deemed to be incorporated by
  reference herein shall be deemed to be modified or superseded for purposes of
  this Registration Statement to the extent that a statement contained herein or
  in any other subsequently filed document which also is deemed to be incorporated
  by reference herein modifies or supersedes such statement. Any such statement so
  modified or superseded shall not be deemed, except as so modified or superseded,
  to constitute a part of this Registration Statement.
   
  ITEM 4. DESCRIPTION OF SECURITIES.
   
       Not required to be filed with this Registration Statement.
   
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
   
       The validity of the shares of Common Stock registered hereunder will be
  passed upon for the Company by Latham & Watkins, Washington, D.C. Eric L.
  Bernthal, a former director of the Company, is a partner of Latham & Watkins and
  owns 5,000 shares of Common Stock and options to purchase 25,000 shares of
  Common Stock.
   
                                          2
  <PAGE>   3
   
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
   
       Section 145 of the Delaware General Corporation Law 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 interest 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.
   
       Set forth below is a description of the Company's indemnification and
  director liability provisions. This description is intended as a summary and is
  qualified in its entirety by reference to the Company's Amended and Restated
  Certificate of Incorporation (the "Certificate").
   
       Article Nine of the Certificate provides indemnification for 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 Company or is
  or was serving at the request of the Company as a director, officer, employee,
  agent or trustee of another corporation, partnership, joint venture, trust,
  employee benefit plan of other enterprise, against expenses (including counsel
  fees), judgments, fines and amounts paid in settlement actually and reasonably
  incurred by him in connection with such action, suit or proceeding, to the
  fullest extent permitted by applicable law.
   
       Article Ten of the Certificate 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 the Company or its stockholders, (ii) for
  acts or omissions not in good faith or which involve intentional misconduct or a
  knowing violation of law, (iii) under Section 174 of the Delaware General
  Corporation Law or (iv) for any transaction from which the director derived an
  improper personal benefit.
   
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
   
       Not applicable.
   
                                          3
  <PAGE>   4
   
  ITEM 8. EXHIBITS.
   
  <TABLE>
  <C>                      <S>
             3.1C          -- Amended and Restated Certificate of Incorporation of
                              Chancellor Media Corporation (incorporated by reference
                              to the identically numbered exhibit to the Quarterly
                              Report on Form 10-Q of Chancellor Media Corporation and
                              Chancellor Media Corporation of Los Angeles for the
                              fiscal quarter ended September 30, 1997).
             3.2B          -- Amended and Restated Bylaws of Chancellor Media
                              Corporation (incorporated by reference to Exhibit 2.4 to
                              the identically numbered exhibit to the Quarterly Report
                              on Form 10-Q of Chancellor Media Corporation and
                              Chancellor Media Corporation of Los Angeles for the
                              fiscal quarter ended September 30, 1997).
            *4.40          -- 1998 Chancellor Media Corporation 1998 Stock Option Plan.
            *4.41          -- Amended and Restated Chancellor Media Corporation
                              Non-Employee Director Stock Option Plan.
            *5.1           -- Opinion of Latham & Watkins.
           *23.1           -- Consent of Latham & Watkins (included as part of their
                              opinion listed as Exhibit 5.1).
           *23.2           -- Consent of Coopers & Lybrand L.L.P.
           *23.3           -- Consent of KPMG Peat Marwick LLP.
           *24.1           -- Power of Attorney (included on signature page).
  </TABLE>
   
  ---------------
   
  * Filed herewith.
   
  ITEM 9. UNDERTAKINGS.
   
       The Registrant hereby agrees to furnish supplementally a copy of any
  omitted schedule or exhibit to the Commission upon request.
   
       (a) The Registrant hereby undertakes:
   
            (1) To file, during any period in which offers or sales are being
       made, a post-effective amendment to this Registration Statement to include
       any material information with respect to the plan of distribution not
       previously disclosed in this Registration Statement or any material change
       to such information in this Registration Statement.
   
            (2) That, for the purpose of determining any liability under the
       Securities Act of 1933, each such post-effective amendment shall be deemed
       to be a new registration statement relating to the securities offered
       therein, and the offering of such securities at that time shall be deemed
       to be the initial bona fide offering thereof.
   
            (3) To remove from registration by means of a post-effective amendment
       any of the securities being registered which remain unsold at the
       termination of the offering.
   
       The 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 15(d) of the Securities Exchange Act
  of 1934 that is incorporated by reference in this Registration Statement shall
  be deemed to be a new registration statement relating to the securities offered
  therein, and the offering of such securities at that time shall be deemed to be
  the initial bona fide offering thereof.
   
       The Registrant hereby undertakes to deliver or cause to be delivered with
  the prospectus, to each person to whom the prospectus is sent or given, the
  latest annual report, to security holders that is incorporated by reference in
  the prospectus and furnished pursuant to and meeting the requirements of Rule
  14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where
  interim financial information required to be presented by Article 3 of
  Regulation S-X is not set forth in the prospectus, to deliver, or cause to be
   
                                          4
  <PAGE>   5
   
  delivered to each person to whom the prospectus is sent or given, the latest
  quarterly report that is specifically incorporated by reference in the
  prospectus to provide such interim financial information.
   
       Insofar as indemnification for liabilities arising under the Securities Act
  of 1933 may be permitted to directors, officers and controlling persons of the
  Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
  has been advised that in the opinion of the Securities and Exchange Commission
  such indemnification is against public policy as expressed in the Securities Act
  of 1933 and is, therefore, unenforceable. In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  Registrant of expenses incurred or paid by a director, officer or controlling
  person of the Registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the Registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling precedent,
  submit to a court of appropriate jurisdiction the question whether such
  indemnification by it is against public policy as expressed in the Securities
  Act of 1933 and will be governed by the final adjudication of such issue.
   
                                          5
  <PAGE>   6
   
                                     SIGNATURES
   
       Pursuant to the requirements of the Securities Act of 1933, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Irving, State of Texas, on May 18, 1998.
   
                                              CHANCELLOR MEDIA CORPORATION
   
                                              By:    /s/ MATTHEW E. DEVINE
                                                ----------------------------------
                                                        Matthew E. Devine
                                                    Senior Vice President and
                                                     Chief Financial Officer
   
                                 POWERS OF ATTORNEY
   
       Each person whose signature to this Registration Statement appears below
  hereby appoints each of Thomas O. Hicks and Matthew E. Devine as his
  attorney-in-fact to sign on his behalf individually and in the capacity stated
  below and to file all post-effective amendments to this Registration Statement,
  which amendments may make such changes in and additions to this Registration
  Statement as such attorney-in-fact may deem necessary or appropriate.
   
       PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
  REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
  CAPACITIES AND ON THE DATES INDICATED.
   
  <TABLE>
  <CAPTION>
                        SIGNATURE                                     TITLE                     DATE
                        ---------                                     -----                     ----
  <C>                                                    <S>                                <C>
   
                   /s/ THOMAS O. HICKS                   Chairman of the Board and          May 18, 1998
  -----------------------------------------------------    interim Chief Executive
                     Thomas O. Hicks                       Officer (Principal Executive
                                                           Officer)
   
                 /s/ JAMES E. DE CASTRO                  Chief Operating Officer and        May 15, 1998
  -----------------------------------------------------    Director
                   James E. de Castro
   
                  /s/ MATTHEW E. DEVINE                  Senior Vice President and Chief    May 18, 1998
  -----------------------------------------------------    Financial Officer (Principal
                    Matthew E. Devine                      Financial Officer and
                                                           Principal Accounting Officer)
   
                  /s/ JEFFREY A. MARCUS                  Director                           May 15, 1998
  -----------------------------------------------------
                    Jeffrey A. Marcus
   
                  /s/ THOMAS J. HODSON                   Director                           May 15, 1998
  -----------------------------------------------------
                    Thomas J. Hodson
   
                   /s/ PERRY J. LEWIS                    Director                           May 15, 1998
  -----------------------------------------------------
                     Perry J. Lewis
   
                   /s/ ERIC C. NEUMAN                    Director                           May 15, 1998
  -----------------------------------------------------
                     Eric C. Neuman
  </TABLE>
   
                                          6
  <PAGE>   7
   
  <TABLE>
  <CAPTION>
                        SIGNATURE                                     TITLE                     DATE
                        ---------                                     -----                     ----
  <C>                                                    <S>                                <C>
   
                   /s/ JOHN H. MASSEY                    Director                           May 15, 1998
  -----------------------------------------------------
                     John H. Massey
   
               /s/ LAWRENCE D. STUART, JR.               Director                           May 18, 1998
  -----------------------------------------------------
                 Lawrence D. Stuart, Jr.
   
                    /s/ STEVEN DINETZ                    Director                           May 15, 1998
  -----------------------------------------------------
                      Steven Dinetz
   
                /s/ VERNON E. JORDAN, JR.                Director                           May 19, 1998
  -----------------------------------------------------
                  Vernon E. Jordan, Jr.
   
                                                         Director
  -----------------------------------------------------
                     J. Otis Winters
  </TABLE>
   
                                          7
  <PAGE>   8
   
                                   EXHIBIT INDEX
   
  <TABLE>
  <CAPTION>
          EXHIBIT
            NO.                                    DESCRIPTION
          -------                                  -----------
  <C>                      <S>
             3.1C          -- Amended and Restated Certificate of Incorporation of
                              Chancellor Media Corporation (incorporated by reference
                              to the identically numbered exhibit to the Quarterly
                              Report on Form 10-Q of Chancellor Media Corporation and
                              Chancellor Media Corporation of Los Angeles for the
                              fiscal quarter ended September 30, 1997).
             3.2B          -- Amended and Restated Bylaws of Chancellor Media
                              Corporation (incorporated by reference to Exhibit 2.4 to
                              the identically numbered exhibit to the Quarterly Report
                              on Form 10-Q of Chancellor Media Corporation and
                              Chancellor Media Corporation of Los Angeles for the
                              fiscal quarter ended September 30, 1997).
            *4.40          -- 1998 Chancellor Media Corporation 1998 Stock Option Plan.
            *4.41          -- Amended and Restated Chancellor Media Corporation
                              Non-Employee Director Stock Option Plan.
            *5.1           -- Opinion of Latham & Watkins.
           *23.1           -- Consent of Latham & Watkins (included as part of their
                              opinion listed as Exhibit 5.1).
           *23.2           -- Consent of Coopers & Lybrand L.L.P.
           *23.3           -- Consent of KPMG Peat Marwick LLP.
           *24.1           -- Power of Attorney (included on signature page).
  </TABLE>
   
  ---------------
   
  * Filed herewith.
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23050}]
metadata_filer: {"company-data": {"conformed-name": "CHANCELLOR MEDIA CORP/", "cik": "0000894972", "assigned-sic": "4832", "irs-number": "752247099", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-53179", "film-number": "98629176"}, "business-address": {"street1": "433 EAST LAS COLINAS BLVD", "street2": "STE 1130", "city": "IRVING", "state": "TX", "zip": "75039", "phone": "9728699020"}, "mail-address": {"street1": "433 E LAS COLINAS", "street2": "STE 1130", "city": "IRVING", "state": "TX", "zip": "75039"}, "former-company": [{"former-conformed-name": "CHANCELLOR MEDIA CORP", "date-changed": "19970905"}, {"former-conformed-name": "EVERGREEN MEDIA CORP", "date-changed": "19930326"}]}
text: 1
   
        AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 20, 1998
   
                                                   REGISTRATION NO. 333-
  ================================================================================
   
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
   
                                      FORM S-8
   
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
   
                            CHANCELLOR MEDIA CORPORATION
               (Exact Name of Registrant as Specified in its Charter)
  DELAWARE                                      75-2247099
         (State or Other Jurisdiction of              (I.R.S. Employer Identification No.)
          Incorporation or Organization)
  433 EAST LAS COLINAS BOULEVARD
                                IRVING, TEXAS 75309
                (Address, Including Zip Code, and Telephone Number,
         including Area Code, of Registrant's Principal Executive Offices)
   
                1998 CHANCELLOR MEDIA CORPORATION STOCK OPTION PLAN
                                        AND
            AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                                (Full Title of Plan)
   
                                 MATTHEW E. DEVINE
                              CHIEF FINANCIAL OFFICER
                           433 EAST LAS COLINAS BOULEVARD
                                IRVING, TEXAS 75309
                                   (972) 869-9020
                       (Name and Address, Including Zip Code,
          and Telephone Number, Including Area Code, of Agent for Service)
                              ------------------------
                          CALCULATION OF REGISTRATION FEE
  ================================================================================================================
                                                        PROPOSED MAXIMUM     PROPOSED MAXIMUM
         TITLE OF SECURITIES           AMOUNT TO BE      OFFERING PRICE          AGGREGATE           AMOUNT OF
           TO BE REGISTERED             REGISTERED       PER SHARE (1)      OFFERING PRICE (1)   REGISTRATION FEE
  ----------------------------------------------------------------------------------------------------------------
  Common Stock, $.01 Par Value......    8,340,000      $23.25 to $44.5625      $334,110,650           $98,563
  ================================================================================================================
  (1) For purposes of computing the registration fee only. Pursuant to Rule 457(h)
      under the Securities Act of 1933, the Proposed Maximum Aggregate Offering
      Price Per Share is based upon: (i) with respect to 4,182,600 shares that may
      be acquired pursuant to stock options granted by Chancellor Media
      Corporation (the "Company" or the "Registrant") under the 1998 Chancellor
      Media Corporation Stock Option Plan (the "Plan") prior to the date of this
      Registration Statement, the actual price at which such stock options may be
      exercised, (ii) with respect to the remaining 3,707,400 shares that may be
      acquired pursuant to stock options that may be granted by the Company under
      the Plan from time to time after the date hereof, $41.1875 per share, which
      represents the average of the high and low prices reported on the Nasdaq
      Stock Market for shares of the Common Stock on May 14, 1998, pursuant to
      Rule 457(h)(1) and 457(c) and (iii) with respect to 450,000 shares that may
      be acquired pursuant to stock options granted by the Company under its
      Amended and Restated Non-Employee Director Stock Option Plan (the "Director
      Plan") from time to time after the date hereof, $41.1875 per share, which
      represents the average of the high and low prices reported on the Nasdaq
      Stock Market for shares of the Common Stock on May 14, 1998, pursuant to
      Rule 457(h)(1) and 457(c).
   
  ================================================================================
  2
   
                                       PART I
   
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
   
  ITEM 1. PLAN INFORMATION.
   
       Not required to be filed with this Registration Statement.
   
  ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
   
       Not required to be filed with this Registration Statement.
   
                                      PART II
   
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
   
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
   
       The following documents are incorporated by reference in this Registration
  Statement:
   
            (a) Chancellor Media Corporation's (the "Company's") Annual Report on
       Form 10-K (File No. 000-21570) for the year ended December 31, 1997, filed
       pursuant to Section 13(a) of the Securities Exchange Act of 1934, as
       amended (the "Exchange Act"), which contains audited financial statements
       for the Company and its consolidated subsidiaries for the year ended
       December 31, 1997.
   
            (b) All other reports filed by the Company pursuant to Section 13(a)
       or 15(d) of the Exchange Act since the end of the fiscal year covered by
       the Annual Report referred to in (a) above.
   
            (c) The description of the Company's Common Stock contained in the
       sections entitled "Description of the Surviving Corporation Capital
       Stock -- Common Stock" and "General Comparison of Stockholder's Rights" of
       the Joint Proxy Statement/Prospectus of the Company and Chancellor
       Broadcasting Company contained in the Company's Registration Statement on
       Form S-4 filed with the Commission on August 1, 1997 (File No. 333-32677).
   
       All documents subsequently filed by the Company pursuant to Sections 13(a),
  13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
  Statement and prior to the filing of a post-effective amendment which indicates
  that all securities offered have been sold or which deregisters all securities
  then remaining unsold are incorporated by reference in this Registration
  Statement and are a part hereof from the date of filing of such documents. Any
  statement contained in a document incorporated or deemed to be incorporated by
  reference herein shall be deemed to be modified or superseded for purposes of
  this Registration Statement to the extent that a statement contained herein or
  in any other subsequently filed document which also is deemed to be incorporated
  by reference herein modifies or supersedes such statement. Any such statement so
  modified or superseded shall not be deemed, except as so modified or superseded,
  to constitute a part of this Registration Statement.
   
  ITEM 4. DESCRIPTION OF SECURITIES.
   
       Not required to be filed with this Registration Statement.
   
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
   
       The validity of the shares of Common Stock registered hereunder will be
  passed upon for the Company by Latham & Watkins, Washington, D.C. Eric L.
  Bernthal, a former director of the Company, is a partner of Latham & Watkins and
  owns 5,000 shares of Common Stock and options to purchase 25,000 shares of
  Common Stock.
   
                                          2
  3
   
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
   
       Section 145 of the Delaware General Corporation Law 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 interest 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.
   
       Set forth below is a description of the Company's indemnification and
  director liability provisions. This description is intended as a summary and is
  qualified in its entirety by reference to the Company's Amended and Restated
  Certificate of Incorporation (the "Certificate").
   
       Article Nine of the Certificate provides indemnification for 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 Company or is
  or was serving at the request of the Company as a director, officer, employee,
  agent or trustee of another corporation, partnership, joint venture, trust,
  employee benefit plan of other enterprise, against expenses (including counsel
  fees), judgments, fines and amounts paid in settlement actually and reasonably
  incurred by him in connection with such action, suit or proceeding, to the
  fullest extent permitted by applicable law.
   
       Article Ten of the Certificate 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 the Company or its stockholders, (ii) for
  acts or omissions not in good faith or which involve intentional misconduct or a
  knowing violation of law, (iii) under Section 174 of the Delaware General
  Corporation Law or (iv) for any transaction from which the director derived an
  improper personal benefit.
   
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
   
       Not applicable.
   
                                          3
  4
   
  ITEM 8. EXHIBITS.
  3.1C          -- Amended and Restated Certificate of Incorporation of
                              Chancellor Media Corporation (incorporated by reference
                              to the identically numbered exhibit to the Quarterly
                              Report on Form 10-Q of Chancellor Media Corporation and
                              Chancellor Media Corporation of Los Angeles for the
                              fiscal quarter ended September 30, 1997).
             3.2B          -- Amended and Restated Bylaws of Chancellor Media
                              Corporation (incorporated by reference to Exhibit 2.4 to
                              the identically numbered exhibit to the Quarterly Report
                              on Form 10-Q of Chancellor Media Corporation and
                              Chancellor Media Corporation of Los Angeles for the
                              fiscal quarter ended September 30, 1997).
            *4.40          -- 1998 Chancellor Media Corporation 1998 Stock Option Plan.
            *4.41          -- Amended and Restated Chancellor Media Corporation
                              Non-Employee Director Stock Option Plan.
            *5.1           -- Opinion of Latham & Watkins.
           *23.1           -- Consent of Latham & Watkins (included as part of their
                              opinion listed as Exhibit 5.1).
           *23.2           -- Consent of Coopers & Lybrand L.L.P.
           *23.3           -- Consent of KPMG Peat Marwick LLP.
           *24.1           -- Power of Attorney (included on signature page).
  ---------------
   
  * Filed herewith.
   
  ITEM 9. UNDERTAKINGS.
   
       The Registrant hereby agrees to furnish supplementally a copy of any
  omitted schedule or exhibit to the Commission upon request.
   
       (a) The Registrant hereby undertakes:
   
            (1) To file, during any period in which offers or sales are being
       made, a post-effective amendment to this Registration Statement to include
       any material information with respect to the plan of distribution not
       previously disclosed in this Registration Statement or any material change
       to such information in this Registration Statement.
   
            (2) That, for the purpose of determining any liability under the
       Securities Act of 1933, each such post-effective amendment shall be deemed
       to be a new registration statement relating to the securities offered
       therein, and the offering of such securities at that time shall be deemed
       to be the initial bona fide offering thereof.
   
            (3) To remove from registration by means of a post-effective amendment
       any of the securities being registered which remain unsold at the
       termination of the offering.
   
       The 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 15(d) of the Securities Exchange Act
  of 1934 that is incorporated by reference in this Registration Statement shall
  be deemed to be a new registration statement relating to the securities offered
  therein, and the offering of such securities at that time shall be deemed to be
  the initial bona fide offering thereof.
   
       The Registrant hereby undertakes to deliver or cause to be delivered with
  the prospectus, to each person to whom the prospectus is sent or given, the
  latest annual report, to security holders that is incorporated by reference in
  the prospectus and furnished pursuant to and meeting the requirements of Rule
  14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where
  interim financial information required to be presented by Article 3 of
  Regulation S-X is not set forth in the prospectus, to deliver, or cause to be
   
                                          4
  5
   
  delivered to each person to whom the prospectus is sent or given, the latest
  quarterly report that is specifically incorporated by reference in the
  prospectus to provide such interim financial information.
   
       Insofar as indemnification for liabilities arising under the Securities Act
  of 1933 may be permitted to directors, officers and controlling persons of the
  Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
  has been advised that in the opinion of the Securities and Exchange Commission
  such indemnification is against public policy as expressed in the Securities Act
  of 1933 and is, therefore, unenforceable. In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  Registrant of expenses incurred or paid by a director, officer or controlling
  person of the Registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the Registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling precedent,
  submit to a court of appropriate jurisdiction the question whether such
  indemnification by it is against public policy as expressed in the Securities
  Act of 1933 and will be governed by the final adjudication of such issue.
   
                                          5
  6
   
                                     SIGNATURES
   
       Pursuant to the requirements of the Securities Act of 1933, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Irving, State of Texas, on May 18, 1998.
   
                                              CHANCELLOR MEDIA CORPORATION
   
                                              By:    /s/ MATTHEW E. DEVINE
                                                ----------------------------------
                                                        Matthew E. Devine
                                                    Senior Vice President and
                                                     Chief Financial Officer
   
                                 POWERS OF ATTORNEY
   
       Each person whose signature to this Registration Statement appears below
  hereby appoints each of Thomas O. Hicks and Matthew E. Devine as his
  attorney-in-fact to sign on his behalf individually and in the capacity stated
  below and to file all post-effective amendments to this Registration Statement,
  which amendments may make such changes in and additions to this Registration
  Statement as such attorney-in-fact may deem necessary or appropriate.
   
       PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
  REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
  CAPACITIES AND ON THE DATES INDICATED.
  SIGNATURE                                     TITLE                     DATE
                        ---------                                     -----                     ----
  /s/ THOMAS O. HICKS                   Chairman of the Board and          May 18, 1998
  -----------------------------------------------------    interim Chief Executive
                     Thomas O. Hicks                       Officer (Principal Executive
                                                           Officer)
   
                 /s/ JAMES E. DE CASTRO                  Chief Operating Officer and        May 15, 1998
  -----------------------------------------------------    Director
                   James E. de Castro
   
                  /s/ MATTHEW E. DEVINE                  Senior Vice President and Chief    May 18, 1998
  -----------------------------------------------------    Financial Officer (Principal
                    Matthew E. Devine                      Financial Officer and
                                                           Principal Accounting Officer)
   
                  /s/ JEFFREY A. MARCUS                  Director                           May 15, 1998
  -----------------------------------------------------
                    Jeffrey A. Marcus
   
                  /s/ THOMAS J. HODSON                   Director                           May 15, 1998
  -----------------------------------------------------
                    Thomas J. Hodson
   
                   /s/ PERRY J. LEWIS                    Director                           May 15, 1998
  -----------------------------------------------------
                     Perry J. Lewis
   
                   /s/ ERIC C. NEUMAN                    Director                           May 15, 1998
  -----------------------------------------------------
                     Eric C. Neuman
  6
  7
  SIGNATURE                                     TITLE                     DATE
                        ---------                                     -----                     ----
  /s/ JOHN H. MASSEY                    Director                           May 15, 1998
  -----------------------------------------------------
                     John H. Massey
   
               /s/ LAWRENCE D. STUART, JR.               Director                           May 18, 1998
  -----------------------------------------------------
                 Lawrence D. Stuart, Jr.
   
                    /s/ STEVEN DINETZ                    Director                           May 15, 1998
  -----------------------------------------------------
                      Steven Dinetz
   
                /s/ VERNON E. JORDAN, JR.                Director                           May 19, 1998
  -----------------------------------------------------
                  Vernon E. Jordan, Jr.
   
                                                         Director
  -----------------------------------------------------
                     J. Otis Winters
  7
  8
   
                                   EXHIBIT INDEX
  EXHIBIT
            NO.                                    DESCRIPTION
          -------                                  -----------
  3.1C          -- Amended and Restated Certificate of Incorporation of
                              Chancellor Media Corporation (incorporated by reference
                              to the identically numbered exhibit to the Quarterly
                              Report on Form 10-Q of Chancellor Media Corporation and
                              Chancellor Media Corporation of Los Angeles for the
                              fiscal quarter ended September 30, 1997).
             3.2B          -- Amended and Restated Bylaws of Chancellor Media
                              Corporation (incorporated by reference to Exhibit 2.4 to
                              the identically numbered exhibit to the Quarterly Report
                              on Form 10-Q of Chancellor Media Corporation and
                              Chancellor Media Corporation of Los Angeles for the
                              fiscal quarter ended September 30, 1997).
            *4.40          -- 1998 Chancellor Media Corporation 1998 Stock Option Plan.
            *4.41          -- Amended and Restated Chancellor Media Corporation
                              Non-Employee Director Stock Option Plan.
            *5.1           -- Opinion of Latham & Watkins.
           *23.1           -- Consent of Latham & Watkins (included as part of their
                              opinion listed as Exhibit 5.1).
           *23.2           -- Consent of Coopers & Lybrand L.L.P.
           *23.3           -- Consent of KPMG Peat Marwick LLP.
           *24.1           -- Power of Attorney (included on signature page).
  ---------------
   
  * Filed herewith.