content: <PAGE>   1
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 31, 1998
                                                             Registration No. 333-
  ===============================================================================
  
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
  
                                  -----------------
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
                                  -----------------
  
  
                          CAPSTAR BROADCASTING CORPORATION
               (Exact name of registrant as specified in its charter)
  
                DELAWARE                                 74-2833106
     (State or other jurisdiction of                  (I.R.S. Employer     
      incorporation or organization)                 Identification No.)   
                                                        
    
                                                   
  
                           600 CONGRESS AVENUE, SUITE 1400
                                 AUSTIN, TEXAS 78701
            (Address of principal executive offices, including zip code)
                                --------------------
  
                             CAPSTAR BROADCASTING PARTNERS
                    401(k) RETIREMENT PLAN AND TRUST, AS AMENDED
                              (Full title of the plan)
  
                              WILLIAM S. BANOWSKY, JR.
                    EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
                          CAPSTAR BROADCASTING CORPORATION
                           600 CONGRESS AVENUE, SUITE 1400
                                 AUSTIN, TEXAS 78701
                                   (512) 340-7800
              (Name, address and telephone number of agent for service)
  
                                      copy to:
                                 MICHAEL D. WORTLEY
                               VINSON & ELKINS L.L.P.
                              3700 TRAMMELL CROW CENTER
                                  2001 ROSS AVENUE
                                 DALLAS, TEXAS 75201
                                   (214) 220-7700
  
                           CALCULATION OF REGISTRATION FEE
  -------------------------------------------------------------------------------
  <TABLE>
  <CAPTION>
                                                                       Proposed             Proposed
          Title of securities                 Amount to be         maximum offering     maximum aggregate        Amount of
           to be registered                    registered          price per unit (1)   offering price (1)     registration fee
  <S>                                      <C>                          <C>                 <C>                    <C>    
  Class A Common Stock, $0.01 par
  value per share...................       2,000,000 shares (2)         $18.875             $37,750,000            $11,137
  Interest in the Capstar 
  Broadcasting Partners 401(k) 
  Retirement Plan and Trust.........          (3)                         (4)                   (4)                  (4)
  </TABLE>
  
  (1)      Estimated solely for purposes of calculating the registration fee in
           accordance with Rule 457(h) under the Securities Act of 1933 and based
           on the average of the high and low prices reported on the New York
           Stock Exchange on August 28, 1998.
  (2)      If, as a result of stock splits, stock dividends or similar
           transactions, the number of securities purported to be registered on
           this Registration Statement changes, the provisions of Rule 416 shall
           apply to this Registration Statement, and this Registration Statement
           shall be deemed to cover the additional securities resulting from the
           split of, or dividend on, the securities covered by this Registration
           Statement.
  (3)      Pursuant to Rule 416(c) under the Securities Act of 1993, this
           Registration Statement also covers an indeterminate amount of plan
           interests to be offered or sold pursuant to the Capstar Broadcasting
           Partners 401(k) Retirement Plan and Trust.
  (4)      Pursuant to Rule 457(h)(2) under the Securities Act of 1933, no 
           separate fee is required to registered plan interests.
  ===============================================================================
  
  
  
  
  
  <PAGE>   2
  
  
  
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents have been filed with the Securities and
  Exchange Commission (the "Commission") by Capstar Broadcasting Corporation, a
  Delaware corporation (the "Company" or "Registrant"), and are incorporated
  herein by reference and made a part hereof:
  
           (a)      Prospectus, dated May 26, 1998, filed pursuant to Rule 424(b)
                    of the Rules and Regulations of the Commission under the
                    Securities Act of 1933 (the "Securities Act") on May 26, 1998;
  
           (b)      Quarterly Report on Form 10-Q for the quarterly period ended
                    June 30, 1998, filed with the Commission pursuant to the
                    Securities Exchange Act of 1934, as amended (the "Exchange
                    Act"), on August 13, 1998;
  
           (c)      Current Report on Form 8-K, dated May 29, 1998, filed with the
                    Commission pursuant to the Exchange Act on June 15, 1998;
  
           (d)      Current Report on Form 8-K/A, dated May 29, 1998, filed with
                    the Commission pursuant to the Exchange Act on August 14,
                    1998; and
  
           (e)      The description of the Company's Class A Common Stock, par
                    value $.01 per share, contained in Item 1 of the Registration
                    Statement on Form 8-A filed with the Commission on May 11,
                    1998.
  
           All documents subsequently filed by the Company and the Capstar
  Broadcasting Partners 401(k) Retirement Plan and Trust, as amended (the "Plan"),
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
  filing of a post-effective amendment that indicates that all securities offered
  have been sold, or that deregisters all securities then remaining unsold, shall
  also be deemed to be incorporated by reference herein and to be a part hereof
  from the dates 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 or is deemed to be incorporated by reference herein
  modifies or supersedes such statement. Any statement so modified or superseded
  shall not be deemed, except as so modified or superseded, to constitute a part
  of this Registration Statement. Upon the written or oral request of any person
  to whom a copy of this Registration Statement has been delivered, the Company
  and the Plan will provide without charge to such person a copy of any and all
  documents (excluding exhibits thereto unless such exhibits are specifically
  incorporated by reference into such documents) that have been incorporated by
  reference into this Registration Statement but not delivered herewith. Requests
  for such documents should be addressed to Capstar Broadcasting Corporation, 600
  Congress Avenue, Suite 1400, Austin, Texas 78701, Attention: Legal Department
  (512) 340-7800.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Article Eight of the Amended and Restated Certificate of Incorporation
  of the Registrant (the "Certificate of Incorporation") provides that the
  Registrant shall indemnify its officers and directors to the maximum extent
  allowed by the Delaware General Corporation Law. Pursuant to Section 145 of the
  Delaware General Corporation Law, the Registrant generally has the power to
  indemnify its current and former directors against expenses and liabilities
  incurred by them in connection with any suit to which they are, or are
  threatened to be made, a party by reason of their serving in those positions so
  long as they acted in good faith and in a manner they reasonably believed to be
  in, or not opposed
  
                                          2
  
  <PAGE>   3
  
  
  
  
  to, the best interests of the Registrant, and with respect to any criminal
  action, so long as they had no reasonable cause to believe their conduct was
  unlawful. With respect to suits by or in the right of the Registrant, however,
  indemnification is generally limited to attorneys' fees and other expenses and
  is not available if the person is adjudged to be liable to the Registrant,
  unless the court determines that indemnification is appropriate. The statute
  expressly provides that the power to indemnify authorized thereby is not
  exclusive of any rights granted under any bylaw, agreement, vote of stockholders
  or disinterested directors, or otherwise. The Registrant also has the power to
  purchase and maintain insurance for its directors and officers and has purchased
  a policy providing such insurance.
  
           Article Nine of the Certificate of Incorporation provides that no
  director of the Registrant will be personally liable to the Registrant or any of
  its stockholders for monetary damages arising from the director's breach of
  fiduciary duty as a director. However, this does not apply with respect to any
  action in which the director would be liable (i) for any breach of the
  director's duty of loyalty to the Registrant or its stockholders, (ii) for acts
  or omissions not in good faith or which involve intentional misconduct or
  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.
  
           The preceding discussion of the Certificate of Incorporation and
  Section 145 of the Delaware General Corporation Law is not intended to be
  exhaustive and is qualified in its entirety by the Certificate of Incorporation
  and Section 145 of the Delaware General Corporation Law.
  
           The Registrant has entered into indemnification agreements with the
  Registrant's directors and officers. Pursuant to such agreements, the Registrant
  will, to the extent permitted by applicable law, indemnify such persons against
  all expenses, judgments, fines and penalties incurred in connection with the
  defense or settlement of any actions brought against them by reason of the fact
  that they were directors or officers of the Registrant or assumed certain
  responsibilities at the direction of the Registrant.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           4.1*     Capstar Broadcasting Partners 401(k) Retirement Plan and
                    Trust, as amended.
  
           5.1      (a)*     Opinion of Vinson & Elkins L.L.P.
                    (b)      The Company will submit the Capstar Broadcasting
                             Partners 401(k) Retirement Plan and Trust and any
                             amendment thereto to the Internal Revenue Service
                             ("IRS") in a timely manner and will make all changes
                             required by the IRS in order to qualify the plan.
  
           23.1*    Consent of PricewaterhouseCoopers LLP, Independent Accountants
                    -- the Company.
  
           23.2*    Consent of Ernst & Young LLP, Independent Auditors --
                    Commodore Media, Inc., Southern Star Communications, Inc.,
                    formerly known as Osborn Communications Corporation, and
                    Capstar Communications, Inc., formerly known as SFX
                    Broadcasting, Inc.
  
           23.3*    Consent of PricewaterhouseCoopers LLP, Independent Accountants
                    -- Benchmark Communications.
  
           23.4*    Consent of PricewaterhouseCoopers LLP, Independent Accountants
                    -- Community Pacific Broadcasting Company, L.P.
  
           23.5*    Consent of PricewaterhouseCoopers LLP, Independent Accountants
                    -- Midcontinent Broadcasting Co. of Wisconsin, Inc.
  
           23.6*    Consent of PricewaterhouseCoopers LLP, Independent Accountants
                    -- Point Communications Limited Partnership.
  
           23.7*    Consent of Arthur Andersen LLP, Independent Auditors -- Ameron
                    Broadcasting, Inc.
  
  
                                          3
  
  <PAGE>   4
  
  
  
  
           23.8*    Consent of Arthur Andersen LLP, Independent Auditors --
                    Patterson Broadcasting, Inc.
  
           23.9*    Consent of Vinson & Elkins L.L.P. (included in Exhibit
                    5.1(a)).
  
           24.1*    Power of Attorney of officers and directors of the Company
                    (included on signature page to this Registration Statement).
  
  -------------------------
  *        Filed herewith.
  
  ITEM 9.  UNDERTAKINGS.
  
                    The Company hereby undertakes:
  
                             (1) To file, during any period in which offers or
           sales are being made, a post-effective amendment to this Registration
           Statement:
  
                             (i) to include any prospectus required by section
                    10(a)(3) of the Securities Act;
  
                             (ii) to reflect in the prospectus any facts or events
                    arising after the effective date of the Registration Statement
                    (or the most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the Registration
                    Statement; and
  
                             (iii) to include any material information with
                    respect to the plan of distribution not previously disclosed
                    in the Registration Statement or any material change to such
                    information in the Registration Statement;
  
           provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
           the information required to be included in a post-effective amendment
           by those paragraphs is contained in periodic reports filed by the
           Company pursuant to section 13 or section 15(d) of the Exchange Act
           that are incorporated by reference in this Registration Statement.
  
                             (2) That, for the purposes of determining any
           liability under the Securities Act, each such post-effective amendment
           shall be deemed to be a new Registration Statement relating to the
           securities offered therein, and the offering of such securities at that
           time shall be deemed to be the initial bona fide offering thereof.
  
                             (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.
  
                             (4) That, for purposes of determining any liability
           under the Securities Act, each filing of the Company's annual report
           pursuant to section 13(a) or section 15(d) of the Exchange Act that is
           incorporated by reference in the Registration Statement shall be deemed
           to be a new Registration Statement relating to the securities offered
           therein, and the offering of such securities at that time shall be
           deemed to be the initial bona fide offering thereof.
  
                    Insofar as indemnification for liabilities arising under the
           Securities Act may be permitted to directors, officers and controlling
           persons of the Company pursuant to the foregoing provisions, or
           otherwise, the Company has been advised that in the opinion of the
           Commission such indemnification is against public policy as expressed
           in the Securities Act and is, therefore, unenforceable. In the event
           that a claim for indemnification against such liabilities (other than
           the payment by the Company of expenses incurred or paid by a director,
           officer or controlling person of the Company in the successful defense
           of any action, suit or proceeding) is asserted by such director,
           officer or controlling person in connection with the securities being
           registered, the Company will, unless in the opinion of its counsel the
           matter has been settled by controlling precedent, submit to a court of
           appropriate jurisdiction the question whether such indemnification by
           it is against public policy as expressed in the Securities Act and will
           be governed by the final adjudication of such issue.
  
                                          4
  
  <PAGE>   5
  
  
  
  
                                    SIGNATURES
  
           Pursuant to the requirements of the Securities Act, 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 Austin, State of Texas, on August 31, 1998.
  
                                            CAPSTAR BROADCASTING CORPORATION
                                            (Registrant)
  
  
  
                                            By: /s/ R. Steven Hicks
                                               ---------------------------------
                                                R. Steven Hicks
                                                President and Chief Executive 
                                                Officer
  
           KNOWN ALL MEN BY THESE PRESENTS, that the undersigned directors and
  officers of Capstar Broadcasting Corporation, a Delaware corporation, which is
  filing a Registration Statement on Form S-8 with the Commission, Washington,
  D.C. 20549 under the provisions of the Securities Act hereby constitute and
  appoint R. Steven Hicks and William S. Banowsky, Jr., and each of them, the
  individual's true and lawful attorneys-in-fact and agents, with full power of
  substitution and resubstitution, for the person and in his or her name, place
  and stead, in any and all capacities, to sign such Registration Statement and
  any or all amendments, including post-effective amendments, to the Registration
  Statement, including any registration statement for the same offering that is to
  be effective upon filing pursuant to Rule 462(b) under the Securities Act, and
  all other documents in connection therewith to be filed with the Commission,
  granting unto said attorneys-in-fact and agents, and each of them, full power
  and authority to do and perform each and every act and thing requisite and
  necessary to be done in and about the premises, as fully to all intents and
  purposes as he might or could do in person, hereby ratifying and confirming all
  that said attorneys-in fact as agents or any of them, or their substitute or
  substitutes, may lawfully do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed by the following persons in the capacities and on the
  date indicated.
  
  
        SIGNATURE                         CAPACITY                     DATE
  
  /s/ R. Steven Hicks            President, Chief Executive      August 31, 1998
  -------------------------      Officer and Director        
      R. Steven Hicks            Principal Executive Officer)
                                 
  
  /s/ Paul D. Stone              Executive Vice President and    August 31, 1998
  -------------------------      Chief Financial Officer     
      Paul D. Stone              (Principal Financial and        
                                 Accounting Officer)             
                                     
  
  /s/ Thomas O. Hicks            Chairman of the Board           August 31, 1998
  -------------------------
      Thomas O. Hicks
  
  /s/ D. Geoffrey Armstrong      Director                        August 31, 1998
  -------------------------
      D. Geoffrey Armstrong
  
  /s/ Michael J. Levitt          Director                        August 31, 1998
  -------------------------
      Michael J. Levitt
  
  /s/ Lawrence D. Stuart, Jr.    Director                        August 31, 1998
  -------------------------
      Lawrence D. Stuart, Jr.
  
  /s/ R. Gerald Turner           Director                        August 31, 1998
  -------------------------
      R. Gerald Turner
  
  
  
  
  <PAGE>   6
  
  
  
  
           Pursuant to the requirements of the Securities Act, the person
  administering the Capstar Broadcasting Partners 401(k) Retirement Plan and Trust
  has duly caused this Registration Statement to be signed on its behalf by the
  undersigned, thereunto duly authorized in the City of Austin, Texas, on the 31st
  day of August, 1998.
  
  CAPSTAR BROADCASTING PARTNERS
  401(k) RETIREMENT PLAN AND TRUST
  
  By:      Capstar Broadcasting Partners, Inc.
           Plan Sponsor and Plan Administrator
  
  
  By: /s/ Paul D. Stone
     ----------------------
          Paul D. Stone
          Executive Vice President and Chief Financial Officer
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  <PAGE>   7
  
  
  
  
                                    EXHIBIT INDEX
  
           4.1*     Capstar Broadcasting Partners 401(k) Retirement Plan and
                    Trust, as amended.
  
           5.1      (a)*     Opinion of Vinson & Elkins L.L.P.
                    (b)      The Company will submit the Capstar Broadcasting
                             Partners 401(k) Retirement Plan and Trust and any
                             amendment thereto to the Internal Revenue Service
                             ("IRS") in a timely manner and will make all changes
                             required by the IRS in order to qualify the plan.
  
           23.1*    Consent of PricewaterhouseCoopers LLP, Independent Accountants
                    -- the Company.
  
           23.2*    Consent of Ernst & Young LLP, Independent Auditors --
                    Commodore Media, Inc., Southern Star Communications, Inc.,
                    formerly known as Osborn Communications Corporation, and
                    Capstar Communications, Inc., formerly known as SFX
                    Broadcasting, Inc.
  
           23.3*    Consent of PricewaterhouseCoopers LLP, Independent Accountants
                    -- Benchmark Communications.
  
           23.4*    Consent of PricewaterhouseCoopers LLP, Independent Accountants
                    -- Community Pacific Broadcasting Company, L.P.
  
           23.5*    Consent of PricewaterhouseCoopers LLP, Independent Accountants
                    -- Midcontinent Broadcasting Co. of Wisconsin, Inc.
  
           23.6*    Consent of PricewaterhouseCoopers LLP, Independent Accountants
                    -- Point Communications Limited Partnership.
  
           23.7*    Consent of Arthur Andersen LLP, Independent Auditors -- Ameron
                    Broadcasting, Inc.
  
           23.8*    Consent of Arthur Andersen LLP, Independent Auditors --
                    Patterson Broadcasting, Inc.
  
           23.9*    Consent of Vinson & Elkins L.L.P. (included in Exhibit
                    5.1(a)).
  
           24.1*    Power of Attorney of officers and directors of the Company
                    (included on signature page to this Registration Statement).
  
  -------------------------
  *        Filed herewith.
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text: 1
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 31, 1998
                                                             Registration No. 333-
  ===============================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                  -----------------
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
                                  -----------------
  
                          CAPSTAR BROADCASTING CORPORATION
               (Exact name of registrant as specified in its charter)
  
                DELAWARE                                 74-2833106
     (State or other jurisdiction of                  (I.R.S. Employer     
      incorporation or organization)                 Identification No.)   
                                                        
    
                                                   
  
                           600 CONGRESS AVENUE, SUITE 1400
                                 AUSTIN, TEXAS 78701
            (Address of principal executive offices, including zip code)
                                --------------------
  
                             CAPSTAR BROADCASTING PARTNERS
                    401(k) RETIREMENT PLAN AND TRUST, AS AMENDED
                              (Full title of the plan)
  
                              WILLIAM S. BANOWSKY, JR.
                    EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
                          CAPSTAR BROADCASTING CORPORATION
                           600 CONGRESS AVENUE, SUITE 1400
                                 AUSTIN, TEXAS 78701
                                   (512) 340-7800
              (Name, address and telephone number of agent for service)
  
                                      copy to:
                                 MICHAEL D. WORTLEY
                               VINSON & ELKINS L.L.P.
                              3700 TRAMMELL CROW CENTER
                                  2001 ROSS AVENUE
                                 DALLAS, TEXAS 75201
                                   (214) 220-7700
  
                           CALCULATION OF REGISTRATION FEE
  -------------------------------------------------------------------------------
  Proposed             Proposed
          Title of securities                 Amount to be         maximum offering     maximum aggregate        Amount of
           to be registered                    registered          price per unit (1)   offering price (1)     registration fee
  Class A Common Stock, $0.01 par
  value per share...................       2,000,000 shares (2)         $18.875             $37,750,000            $11,137
  Interest in the Capstar 
  Broadcasting Partners 401(k) 
  Retirement Plan and Trust.........          (3)                         (4)                   (4)                  (4)
  (1)      Estimated solely for purposes of calculating the registration fee in
           accordance with Rule 457(h) under the Securities Act of 1933 and based
           on the average of the high and low prices reported on the New York
           Stock Exchange on August 28, 1998.
  (2)      If, as a result of stock splits, stock dividends or similar
           transactions, the number of securities purported to be registered on
           this Registration Statement changes, the provisions of Rule 416 shall
           apply to this Registration Statement, and this Registration Statement
           shall be deemed to cover the additional securities resulting from the
           split of, or dividend on, the securities covered by this Registration
           Statement.
  (3)      Pursuant to Rule 416(c) under the Securities Act of 1993, this
           Registration Statement also covers an indeterminate amount of plan
           interests to be offered or sold pursuant to the Capstar Broadcasting
           Partners 401(k) Retirement Plan and Trust.
  (4)      Pursuant to Rule 457(h)(2) under the Securities Act of 1933, no 
           separate fee is required to registered plan interests.
  ===============================================================================
  2
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents have been filed with the Securities and
  Exchange Commission (the "Commission") by Capstar Broadcasting Corporation, a
  Delaware corporation (the "Company" or "Registrant"), and are incorporated
  herein by reference and made a part hereof:
  
           (a)      Prospectus, dated May 26, 1998, filed pursuant to Rule 424(b)
                    of the Rules and Regulations of the Commission under the
                    Securities Act of 1933 (the "Securities Act") on May 26, 1998;
  
           (b)      Quarterly Report on Form 10-Q for the quarterly period ended
                    June 30, 1998, filed with the Commission pursuant to the
                    Securities Exchange Act of 1934, as amended (the "Exchange
                    Act"), on August 13, 1998;
  
           (c)      Current Report on Form 8-K, dated May 29, 1998, filed with the
                    Commission pursuant to the Exchange Act on June 15, 1998;
  
           (d)      Current Report on Form 8-K/A, dated May 29, 1998, filed with
                    the Commission pursuant to the Exchange Act on August 14,
                    1998; and
  
           (e)      The description of the Company's Class A Common Stock, par
                    value $.01 per share, contained in Item 1 of the Registration
                    Statement on Form 8-A filed with the Commission on May 11,
                    1998.
  
           All documents subsequently filed by the Company and the Capstar
  Broadcasting Partners 401(k) Retirement Plan and Trust, as amended (the "Plan"),
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
  filing of a post-effective amendment that indicates that all securities offered
  have been sold, or that deregisters all securities then remaining unsold, shall
  also be deemed to be incorporated by reference herein and to be a part hereof
  from the dates 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 or is deemed to be incorporated by reference herein
  modifies or supersedes such statement. Any statement so modified or superseded
  shall not be deemed, except as so modified or superseded, to constitute a part
  of this Registration Statement. Upon the written or oral request of any person
  to whom a copy of this Registration Statement has been delivered, the Company
  and the Plan will provide without charge to such person a copy of any and all
  documents (excluding exhibits thereto unless such exhibits are specifically
  incorporated by reference into such documents) that have been incorporated by
  reference into this Registration Statement but not delivered herewith. Requests
  for such documents should be addressed to Capstar Broadcasting Corporation, 600
  Congress Avenue, Suite 1400, Austin, Texas 78701, Attention: Legal Department
  (512) 340-7800.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Article Eight of the Amended and Restated Certificate of Incorporation
  of the Registrant (the "Certificate of Incorporation") provides that the
  Registrant shall indemnify its officers and directors to the maximum extent
  allowed by the Delaware General Corporation Law. Pursuant to Section 145 of the
  Delaware General Corporation Law, the Registrant generally has the power to
  indemnify its current and former directors against expenses and liabilities
  incurred by them in connection with any suit to which they are, or are
  threatened to be made, a party by reason of their serving in those positions so
  long as they acted in good faith and in a manner they reasonably believed to be
  in, or not opposed
  
                                          2
  3
  
  to, the best interests of the Registrant, and with respect to any criminal
  action, so long as they had no reasonable cause to believe their conduct was
  unlawful. With respect to suits by or in the right of the Registrant, however,
  indemnification is generally limited to attorneys' fees and other expenses and
  is not available if the person is adjudged to be liable to the Registrant,
  unless the court determines that indemnification is appropriate. The statute
  expressly provides that the power to indemnify authorized thereby is not
  exclusive of any rights granted under any bylaw, agreement, vote of stockholders
  or disinterested directors, or otherwise. The Registrant also has the power to
  purchase and maintain insurance for its directors and officers and has purchased
  a policy providing such insurance.
  
           Article Nine of the Certificate of Incorporation provides that no
  director of the Registrant will be personally liable to the Registrant or any of
  its stockholders for monetary damages arising from the director's breach of
  fiduciary duty as a director. However, this does not apply with respect to any
  action in which the director would be liable (i) for any breach of the
  director's duty of loyalty to the Registrant or its stockholders, (ii) for acts
  or omissions not in good faith or which involve intentional misconduct or
  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.
  
           The preceding discussion of the Certificate of Incorporation and
  Section 145 of the Delaware General Corporation Law is not intended to be
  exhaustive and is qualified in its entirety by the Certificate of Incorporation
  and Section 145 of the Delaware General Corporation Law.
  
           The Registrant has entered into indemnification agreements with the
  Registrant's directors and officers. Pursuant to such agreements, the Registrant
  will, to the extent permitted by applicable law, indemnify such persons against
  all expenses, judgments, fines and penalties incurred in connection with the
  defense or settlement of any actions brought against them by reason of the fact
  that they were directors or officers of the Registrant or assumed certain
  responsibilities at the direction of the Registrant.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           4.1*     Capstar Broadcasting Partners 401(k) Retirement Plan and
                    Trust, as amended.
  
           5.1      (a)*     Opinion of Vinson & Elkins L.L.P.
                    (b)      The Company will submit the Capstar Broadcasting
                             Partners 401(k) Retirement Plan and Trust and any
                             amendment thereto to the Internal Revenue Service
                             ("IRS") in a timely manner and will make all changes
                             required by the IRS in order to qualify the plan.
  
           23.1*    Consent of PricewaterhouseCoopers LLP, Independent Accountants
                    -- the Company.
  
           23.2*    Consent of Ernst & Young LLP, Independent Auditors --
                    Commodore Media, Inc., Southern Star Communications, Inc.,
                    formerly known as Osborn Communications Corporation, and
                    Capstar Communications, Inc., formerly known as SFX
                    Broadcasting, Inc.
  
           23.3*    Consent of PricewaterhouseCoopers LLP, Independent Accountants
                    -- Benchmark Communications.
  
           23.4*    Consent of PricewaterhouseCoopers LLP, Independent Accountants
                    -- Community Pacific Broadcasting Company, L.P.
  
           23.5*    Consent of PricewaterhouseCoopers LLP, Independent Accountants
                    -- Midcontinent Broadcasting Co. of Wisconsin, Inc.
  
           23.6*    Consent of PricewaterhouseCoopers LLP, Independent Accountants
                    -- Point Communications Limited Partnership.
  
           23.7*    Consent of Arthur Andersen LLP, Independent Auditors -- Ameron
                    Broadcasting, Inc.
  
                                          3
  4
  
           23.8*    Consent of Arthur Andersen LLP, Independent Auditors --
                    Patterson Broadcasting, Inc.
  
           23.9*    Consent of Vinson & Elkins L.L.P. (included in Exhibit
                    5.1(a)).
  
           24.1*    Power of Attorney of officers and directors of the Company
                    (included on signature page to this Registration Statement).
  
  -------------------------
  *        Filed herewith.
  
  ITEM 9.  UNDERTAKINGS.
  
                    The Company hereby undertakes:
  
                             (1) To file, during any period in which offers or
           sales are being made, a post-effective amendment to this Registration
           Statement:
  
                             (i) to include any prospectus required by section
                    10(a)(3) of the Securities Act;
  
                             (ii) to reflect in the prospectus any facts or events
                    arising after the effective date of the Registration Statement
                    (or the most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the Registration
                    Statement; and
  
                             (iii) to include any material information with
                    respect to the plan of distribution not previously disclosed
                    in the Registration Statement or any material change to such
                    information in the Registration Statement;
  
           provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
           the information required to be included in a post-effective amendment
           by those paragraphs is contained in periodic reports filed by the
           Company pursuant to section 13 or section 15(d) of the Exchange Act
           that are incorporated by reference in this Registration Statement.
  
                             (2) That, for the purposes of determining any
           liability under the Securities Act, each such post-effective amendment
           shall be deemed to be a new Registration Statement relating to the
           securities offered therein, and the offering of such securities at that
           time shall be deemed to be the initial bona fide offering thereof.
  
                             (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.
  
                             (4) That, for purposes of determining any liability
           under the Securities Act, each filing of the Company's annual report
           pursuant to section 13(a) or section 15(d) of the Exchange Act that is
           incorporated by reference in the Registration Statement shall be deemed
           to be a new Registration Statement relating to the securities offered
           therein, and the offering of such securities at that time shall be
           deemed to be the initial bona fide offering thereof.
  
                    Insofar as indemnification for liabilities arising under the
           Securities Act may be permitted to directors, officers and controlling
           persons of the Company pursuant to the foregoing provisions, or
           otherwise, the Company has been advised that in the opinion of the
           Commission such indemnification is against public policy as expressed
           in the Securities Act and is, therefore, unenforceable. In the event
           that a claim for indemnification against such liabilities (other than
           the payment by the Company of expenses incurred or paid by a director,
           officer or controlling person of the Company in the successful defense
           of any action, suit or proceeding) is asserted by such director,
           officer or controlling person in connection with the securities being
           registered, the Company will, unless in the opinion of its counsel the
           matter has been settled by controlling precedent, submit to a court of
           appropriate jurisdiction the question whether such indemnification by
           it is against public policy as expressed in the Securities Act and will
           be governed by the final adjudication of such issue.
  
                                          4
  5
  
                                    SIGNATURES
  
           Pursuant to the requirements of the Securities Act, 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 Austin, State of Texas, on August 31, 1998.
  
                                            CAPSTAR BROADCASTING CORPORATION
                                            (Registrant)
  
                                            By: /s/ R. Steven Hicks
                                               ---------------------------------
                                                R. Steven Hicks
                                                President and Chief Executive 
                                                Officer
  
           KNOWN ALL MEN BY THESE PRESENTS, that the undersigned directors and
  officers of Capstar Broadcasting Corporation, a Delaware corporation, which is
  filing a Registration Statement on Form S-8 with the Commission, Washington,
  D.C. 20549 under the provisions of the Securities Act hereby constitute and
  appoint R. Steven Hicks and William S. Banowsky, Jr., and each of them, the
  individual's true and lawful attorneys-in-fact and agents, with full power of
  substitution and resubstitution, for the person and in his or her name, place
  and stead, in any and all capacities, to sign such Registration Statement and
  any or all amendments, including post-effective amendments, to the Registration
  Statement, including any registration statement for the same offering that is to
  be effective upon filing pursuant to Rule 462(b) under the Securities Act, and
  all other documents in connection therewith to be filed with the Commission,
  granting unto said attorneys-in-fact and agents, and each of them, full power
  and authority to do and perform each and every act and thing requisite and
  necessary to be done in and about the premises, as fully to all intents and
  purposes as he might or could do in person, hereby ratifying and confirming all
  that said attorneys-in fact as agents or any of them, or their substitute or
  substitutes, may lawfully do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed by the following persons in the capacities and on the
  date indicated.
  
        SIGNATURE                         CAPACITY                     DATE
  
  /s/ R. Steven Hicks            President, Chief Executive      August 31, 1998
  -------------------------      Officer and Director        
      R. Steven Hicks            Principal Executive Officer)
                                 
  
  /s/ Paul D. Stone              Executive Vice President and    August 31, 1998
  -------------------------      Chief Financial Officer     
      Paul D. Stone              (Principal Financial and        
                                 Accounting Officer)             
                                     
  
  /s/ Thomas O. Hicks            Chairman of the Board           August 31, 1998
  -------------------------
      Thomas O. Hicks
  
  /s/ D. Geoffrey Armstrong      Director                        August 31, 1998
  -------------------------
      D. Geoffrey Armstrong
  
  /s/ Michael J. Levitt          Director                        August 31, 1998
  -------------------------
      Michael J. Levitt
  
  /s/ Lawrence D. Stuart, Jr.    Director                        August 31, 1998
  -------------------------
      Lawrence D. Stuart, Jr.
  
  /s/ R. Gerald Turner           Director                        August 31, 1998
  -------------------------
      R. Gerald Turner
  6
  
           Pursuant to the requirements of the Securities Act, the person
  administering the Capstar Broadcasting Partners 401(k) Retirement Plan and Trust
  has duly caused this Registration Statement to be signed on its behalf by the
  undersigned, thereunto duly authorized in the City of Austin, Texas, on the 31st
  day of August, 1998.
  
  CAPSTAR BROADCASTING PARTNERS
  401(k) RETIREMENT PLAN AND TRUST
  
  By:      Capstar Broadcasting Partners, Inc.
           Plan Sponsor and Plan Administrator
  
  By: /s/ Paul D. Stone
     ----------------------
          Paul D. Stone
          Executive Vice President and Chief Financial Officer
  7
  
                                    EXHIBIT INDEX
  
           4.1*     Capstar Broadcasting Partners 401(k) Retirement Plan and
                    Trust, as amended.
  
           5.1      (a)*     Opinion of Vinson & Elkins L.L.P.
                    (b)      The Company will submit the Capstar Broadcasting
                             Partners 401(k) Retirement Plan and Trust and any
                             amendment thereto to the Internal Revenue Service
                             ("IRS") in a timely manner and will make all changes
                             required by the IRS in order to qualify the plan.
  
           23.1*    Consent of PricewaterhouseCoopers LLP, Independent Accountants
                    -- the Company.
  
           23.2*    Consent of Ernst & Young LLP, Independent Auditors --
                    Commodore Media, Inc., Southern Star Communications, Inc.,
                    formerly known as Osborn Communications Corporation, and
                    Capstar Communications, Inc., formerly known as SFX
                    Broadcasting, Inc.
  
           23.3*    Consent of PricewaterhouseCoopers LLP, Independent Accountants
                    -- Benchmark Communications.
  
           23.4*    Consent of PricewaterhouseCoopers LLP, Independent Accountants
                    -- Community Pacific Broadcasting Company, L.P.
  
           23.5*    Consent of PricewaterhouseCoopers LLP, Independent Accountants
                    -- Midcontinent Broadcasting Co. of Wisconsin, Inc.
  
           23.6*    Consent of PricewaterhouseCoopers LLP, Independent Accountants
                    -- Point Communications Limited Partnership.
  
           23.7*    Consent of Arthur Andersen LLP, Independent Auditors -- Ameron
                    Broadcasting, Inc.
  
           23.8*    Consent of Arthur Andersen LLP, Independent Auditors --
                    Patterson Broadcasting, Inc.
  
           23.9*    Consent of Vinson & Elkins L.L.P. (included in Exhibit
                    5.1(a)).
  
           24.1*    Power of Attorney of officers and directors of the Company
                    (included on signature page to this Registration Statement).
  
  -------------------------
  *        Filed herewith.