content: <PAGE>   1
      As filed with the Securities and Exchange Commission on July 8, 1998
                                                     Registration No. 333-
  
  ================================================================================
  
                                      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, including ZIP code, of registrant's
                            principal executive offices)
  
              CAPSTAR BROADCASTING CORPORATION 1998 STOCK OPTION PLAN
                             (Full title of the plans)
  
                                  R. STEVEN HICKS
                       PRESIDENT AND CHIEF EXECUTIVE OFFICER
                          CAPSTAR BROADCASTING CORPORATION
                          600 CONGRESS AVENUE, SUITE 1400
                                AUSTIN, TEXAS 78701
             (Name, address, including ZIP code, of agent for service)
  
                                   (512) 340-7800
      (Telephone number, including area code, of agent for service of process)
  
                                      Copy to:
  
                                 MICHAEL D. WORTLEY
                               VINSON & ELKINS L.L.P.
                             3700 TRAMMELL CROW CENTER
                                  2001 ROSS AVENUE
                                DALLAS, TEXAS  75201
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ============================================================================================================
                                                    Proposed              Proposed
        Title of                                    maximum               maximum
       securities            Amount to be        offering price          aggregate             Amount of
    to be registered          registered (1)     per share (2)       offering price (2)    registration fee
  ------------------------------------------------------------------------------------------------------------
  <S>                      <C>                  <C>                 <C>                    <C>
  Class A Common Stock     4,580,000 Shares     $19.159             $87,748,220            $25,886
  ============================================================================================================
  </TABLE>
  
  (1)      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.
  
  (2)      Estimated solely for the purpose of calculating the registration fee
           in accordance with Rule 457(h), using the exercise price with respect
           to 2,062,595 shares subject to options which have been granted and
           using the average of the high and low prices for the Class A Common
           Stock on July 6, 1998, as reported on the New York Stock Exchange,
           with respect to 2,517,405 shares.
  
  ================================================================================
  <PAGE>   2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           The documents containing the information called for in Part I of Form
  S-8 will be provided to participants in the 1998 Stock Option Plan of Capstar
  Broadcasting Corporation (the "Company" or the "Registrant") with respect to
  which this Registration Statement on Form S-8 (this "Registration Statement")
  relates.  Such information is not being filed with or included in this
  Registration Statement in accordance with the rules and regulations of the
  Securities and Exchange Commission (the "Commission").
  
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
  
           The following documents, which have been filed with the Commission by
  the Company, are hereby incorporated by reference into this Registration
  Statement.
  
           (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, as amended (the "Securities Act"), on
                   May 26, 1998; and
  
           (b)     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 pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
  (the "Exchange Act"), after the date of this Registration Statement and before
  the filing of a post-effective amendment to this Registration Statement which
  indicates that all shares of Class A Common Stock offered hereunder have been
  sold or that deregisters all such shares then remaining unsold shall be deemed
  to be incorporated herein by reference and to be a part hereof from the date of
  filing of such documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES
  
           Not applicable.
  
  ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
           Article Eight of the Certificate of Incorporation of the Registrant
  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 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.
  
  
  
  
  
                                         2
  <PAGE>   3
           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 Registrant's Amended and Restated
  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 Amended and Restated 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.
  
           The form of Underwriting Agreement and Subscription Agreement included
  as Exhibits 1.1 and 1.2, respectively, to the Registrant's Registration
  Statement on Form S-1 filed under the Securities Act on March 27, 1998
  (Commission File No. 333-48819) provides for indemnification of the Registrant
  and certain controlling persons under certain circumstances, including
  indemnification for liabilities under the Securities Act.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
  
           Not applicable.
  
  ITEM 8.  EXHIBITS
  
           4.1     Amended and Restated Certificate of Incorporation of the
                   Company (incorporated by reference to Exhibit 3.1 of the
                   Company's Registration Statement on Form S-1, Commission File
                   No. 333-48819).
  
           4.2     Amended and Restated By-Laws of the Company (incorporated by
                   reference to Exhibit 3.2 of the Company's Registration
                   Statement on Form S-1, Commission File No. 333-48819).
  
           5.1*    Opinion of Vinson & Elkins L.L.P.
  
           23.1*   Consent of Coopers & Lybrand L.L.P., Independent Accountants
                   -- the Company.
  
           23.2*   Consent of Ernst & Young LLP, Independent Auditors --
                   Commodore Media, Inc., Southern Star Communications, Inc. and
                   SFX Broadcasting, Inc.
  
           23.3*   Consent of Coopers & Lybrand L.L.P., Independent Auditors --
                   Benchmark Communications.
  
           23.4*   Consent of Coopers & Lybrand L.L.P., Independent Auditors --
                   Community Pacific Broadcasting Company, L.P.
  
           23.5*   Consent of Coopers & Lybrand L.L.P., Independent Auditors --
                   Midcontinent Broadcasting Co. of Wisconsin, Inc.
  
           23.6*   Consent of Coopers & Lybrand L.L.P., Independent Auditors --
                   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.
  
  
  
  
  
                                         3
  <PAGE>   4
           23.9*   Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
  
           24.1*   Power of Attorney of officers and directors of the Company
                   (included on signature page).
  
           99.1    Amended and Restated Capstar Broadcasting Corporation 1998
                   Stock Option Plan (incorporated by reference to Exhibit 10.16
                   of the Company's Registration Statement on Form S-1, 
                   Commission File No. 333-48819).  
  
  -------------------
  
  *        Filed herewith.
  
  ITEM 9.  UNDERTAKINGS
  
           (a)     The undersigned 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:
  
                            (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;
  
                            (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 (a)(1)(i) and (a)(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 Registrant pursuant to
  Section 13 or Section 15(d) of the Exchange Act that are incorporated by
  reference in the Registration Statement.
  
                   2.       That, for any purpose of determining any liability
  under the Securities Act, each such post- effective amendment shall be deemed
  to be a new registration statement relating to the securities offered therein,
  and the offering of such securities at that time shall be deemed to be the
  initial bona fide offering thereof.
  
                   3.       To remove from registration by means of a
  post-effective amendment any of the securities being registered which remain
  unsold at the termination of the offering.
  
           (b)     The undersigned Registrant hereby undertakes that, for
  purposes of determining any liability under the Securities Act, each filing of
  the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
  the Exchange Act (and, where applicable, each filing of an employee benefit
  plan's annual report pursuant to 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.
  
           (c)     Insofar as indemnification for liabilities arising under the
  Securities Act 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 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 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 July 8, 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 Securities and Exchange
  Commission, Washington, D.C. 20549 under the provisions of the Securities Act
  of 1933 (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 Securities and
  Exchange 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.
  
  <TABLE>
  <CAPTION>
                  SIGNATURE                               CAPACITY                            DATE
                  ---------                               --------                            ----
   <S>                                           <C>                                      <C>
   /s/ R. Steven Hicks                           President and Chief                      July 8, 1998
   ----------------------------------------      Executive Officer (Principal
                 R. Steven Hicks                 Executive Officer)
  
   /s/ Paul D. Stone                             Executive Vice President and             July 8, 1998
   ----------------------------------------      Chief Financial Officer
                  Paul D. Stone                  (Principal Financial and
                                                 Accounting Officer)
  
   /s/ Thomas O. Hicks                           Chairman of the Board                    July 8, 1998
   ----------------------------------------                                                                                 
                 Thomas O. Hicks
  
   /s/ Michael J. Levitt                         Director                                 July 8, 1998
   ----------------------------------------                                                                                 
                Michael J. Levitt
  
   /s/ Eric C. Neuman                            Director                                 July 8, 1998
   ----------------------------------------                                                                                 
                  Eric C. Neuman
  
   /s/ Lawrence D. Stuart, Jr.                   Director                                 July 8, 1998
   ----------------------------------------                                                                                 
             Lawrence D. Stuart, Jr.
  
   /s/ R. Gerald Turner                          Director                                 July 7, 1998
   ----------------------------------------                                                                                 
                 R. Gerald Turner
  </TABLE>
  
  
  
  
  
                                         5
  <PAGE>   6
                                   EXHIBIT INDEX
  
  
  <TABLE>
  <CAPTION>
                                                                                                  SEQUENTIALLY
      EXHIBIT                                                                                       NUMBERED
        NO.                                  DESCRIPTION OF EXHIBITS                                  PAGE
      -------                                -----------------------                              ------------
      <S>         <C>                                                                             <C>
      4.1    --   Amended and Restated Certificate of Incorporation of the Company
                  (incorporated by reference to Exhibit 3.1 of the Company's Registration
                  Statement on Form S-1, Commission File No. 333-48819).
  
      4.2    --   Amended and Restated By-Laws of the Company (incorporated by reference to
                  Exhibit 3.2 of the Company's Registration Statement on Form S-1, Commission
                  File No. 333-48819).
  
      5.1*   --   Opinion of Vinson & Elkins L.L.P.
  
      23.1*  --   Consent of Coopers & Lybrand L.L.P., Independent Accountants -- the
                  Company.
  
      23.2*  --   Consent of Ernst & Young LLP, Independent Public Accountants -- Commodore
                  Media, Inc., Southern Star Communications, Inc. and SFX Broadcasting, Inc.
  
      23.3*  --   Consent of Coopers & Lybrand  L.L.P., Independent Auditors --  Benchmark
                  Communications.
  
      23.4*  --   Consent of Coopers & Lybrand L.L.P., Independent Auditors -- Community
                  Pacific Broadcasting Company, L.P.
  
      23.5*  --   Consent of Coopers & Lybrand L.L.P., Independent Auditors -- Midcontinent
                  Broadcasting Co. of Wisconsin, Inc.
  
      23.6*  --   Consent of Coopers & Lybrand  L.L.P.,  Independent Auditors -- 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).
  
      24.1*  --   Power of Attorney of officers and directors of the Company (included on
                  signature page).
  
      99.1   --   Amended and Restated Capstar Broadcasting Corporation 1998 Stock Option
                  Plan (incorporated by reference to Exhibit 10.16 of the Company's
                  Registration Statement on Form S-1, Commission File No. 333-48819).
  </TABLE>
  
  -------------------------
  *  Filed herewith.
  
  
  
  
  
                                         6
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text: 1
      As filed with the Securities and Exchange Commission on July 8, 1998
                                                     Registration No. 333-
  
  ================================================================================
  
                                      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, including ZIP code, of registrant's
                            principal executive offices)
  
              CAPSTAR BROADCASTING CORPORATION 1998 STOCK OPTION PLAN
                             (Full title of the plans)
  
                                  R. STEVEN HICKS
                       PRESIDENT AND CHIEF EXECUTIVE OFFICER
                          CAPSTAR BROADCASTING CORPORATION
                          600 CONGRESS AVENUE, SUITE 1400
                                AUSTIN, TEXAS 78701
             (Name, address, including ZIP code, of agent for service)
  
                                   (512) 340-7800
      (Telephone number, including area code, of agent for service of process)
  
                                      Copy to:
  
                                 MICHAEL D. WORTLEY
                               VINSON & ELKINS L.L.P.
                             3700 TRAMMELL CROW CENTER
                                  2001 ROSS AVENUE
                                DALLAS, TEXAS  75201
  
                          CALCULATION OF REGISTRATION FEE
  ============================================================================================================
                                                    Proposed              Proposed
        Title of                                    maximum               maximum
       securities            Amount to be        offering price          aggregate             Amount of
    to be registered          registered (1)     per share (2)       offering price (2)    registration fee
  ------------------------------------------------------------------------------------------------------------
  Class A Common Stock     4,580,000 Shares     $19.159             $87,748,220            $25,886
  ============================================================================================================
  (1)      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.
  
  (2)      Estimated solely for the purpose of calculating the registration fee
           in accordance with Rule 457(h), using the exercise price with respect
           to 2,062,595 shares subject to options which have been granted and
           using the average of the high and low prices for the Class A Common
           Stock on July 6, 1998, as reported on the New York Stock Exchange,
           with respect to 2,517,405 shares.
  
  ================================================================================
  2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           The documents containing the information called for in Part I of Form
  S-8 will be provided to participants in the 1998 Stock Option Plan of Capstar
  Broadcasting Corporation (the "Company" or the "Registrant") with respect to
  which this Registration Statement on Form S-8 (this "Registration Statement")
  relates.  Such information is not being filed with or included in this
  Registration Statement in accordance with the rules and regulations of the
  Securities and Exchange Commission (the "Commission").
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
  
           The following documents, which have been filed with the Commission by
  the Company, are hereby incorporated by reference into this Registration
  Statement.
  
           (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, as amended (the "Securities Act"), on
                   May 26, 1998; and
  
           (b)     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 pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
  (the "Exchange Act"), after the date of this Registration Statement and before
  the filing of a post-effective amendment to this Registration Statement which
  indicates that all shares of Class A Common Stock offered hereunder have been
  sold or that deregisters all such shares then remaining unsold shall be deemed
  to be incorporated herein by reference and to be a part hereof from the date of
  filing of such documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES
  
           Not applicable.
  
  ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
           Article Eight of the Certificate of Incorporation of the Registrant
  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 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.
  
                                         2
  3
           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 Registrant's Amended and Restated
  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 Amended and Restated 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.
  
           The form of Underwriting Agreement and Subscription Agreement included
  as Exhibits 1.1 and 1.2, respectively, to the Registrant's Registration
  Statement on Form S-1 filed under the Securities Act on March 27, 1998
  (Commission File No. 333-48819) provides for indemnification of the Registrant
  and certain controlling persons under certain circumstances, including
  indemnification for liabilities under the Securities Act.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
  
           Not applicable.
  
  ITEM 8.  EXHIBITS
  
           4.1     Amended and Restated Certificate of Incorporation of the
                   Company (incorporated by reference to Exhibit 3.1 of the
                   Company's Registration Statement on Form S-1, Commission File
                   No. 333-48819).
  
           4.2     Amended and Restated By-Laws of the Company (incorporated by
                   reference to Exhibit 3.2 of the Company's Registration
                   Statement on Form S-1, Commission File No. 333-48819).
  
           5.1*    Opinion of Vinson & Elkins L.L.P.
  
           23.1*   Consent of Coopers & Lybrand L.L.P., Independent Accountants
                   -- the Company.
  
           23.2*   Consent of Ernst & Young LLP, Independent Auditors --
                   Commodore Media, Inc., Southern Star Communications, Inc. and
                   SFX Broadcasting, Inc.
  
           23.3*   Consent of Coopers & Lybrand L.L.P., Independent Auditors --
                   Benchmark Communications.
  
           23.4*   Consent of Coopers & Lybrand L.L.P., Independent Auditors --
                   Community Pacific Broadcasting Company, L.P.
  
           23.5*   Consent of Coopers & Lybrand L.L.P., Independent Auditors --
                   Midcontinent Broadcasting Co. of Wisconsin, Inc.
  
           23.6*   Consent of Coopers & Lybrand L.L.P., Independent Auditors --
                   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.
  
                                         3
  4
           23.9*   Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
  
           24.1*   Power of Attorney of officers and directors of the Company
                   (included on signature page).
  
           99.1    Amended and Restated Capstar Broadcasting Corporation 1998
                   Stock Option Plan (incorporated by reference to Exhibit 10.16
                   of the Company's Registration Statement on Form S-1, 
                   Commission File No. 333-48819).  
  
  -------------------
  
  *        Filed herewith.
  
  ITEM 9.  UNDERTAKINGS
  
           (a)     The undersigned 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:
  
                            (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;
  
                            (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 (a)(1)(i) and (a)(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 Registrant pursuant to
  Section 13 or Section 15(d) of the Exchange Act that are incorporated by
  reference in the Registration Statement.
  
                   2.       That, for any purpose of determining any liability
  under the Securities Act, each such post- effective amendment shall be deemed
  to be a new registration statement relating to the securities offered therein,
  and the offering of such securities at that time shall be deemed to be the
  initial bona fide offering thereof.
  
                   3.       To remove from registration by means of a
  post-effective amendment any of the securities being registered which remain
  unsold at the termination of the offering.
  
           (b)     The undersigned Registrant hereby undertakes that, for
  purposes of determining any liability under the Securities Act, each filing of
  the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
  the Exchange Act (and, where applicable, each filing of an employee benefit
  plan's annual report pursuant to 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.
  
           (c)     Insofar as indemnification for liabilities arising under the
  Securities Act 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 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 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 July 8, 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 Securities and Exchange
  Commission, Washington, D.C. 20549 under the provisions of the Securities Act
  of 1933 (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 Securities and
  Exchange 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 and Chief                      July 8, 1998
   ----------------------------------------      Executive Officer (Principal
                 R. Steven Hicks                 Executive Officer)
  
   /s/ Paul D. Stone                             Executive Vice President and             July 8, 1998
   ----------------------------------------      Chief Financial Officer
                  Paul D. Stone                  (Principal Financial and
                                                 Accounting Officer)
  
   /s/ Thomas O. Hicks                           Chairman of the Board                    July 8, 1998
   ----------------------------------------                                                                                 
                 Thomas O. Hicks
  
   /s/ Michael J. Levitt                         Director                                 July 8, 1998
   ----------------------------------------                                                                                 
                Michael J. Levitt
  
   /s/ Eric C. Neuman                            Director                                 July 8, 1998
   ----------------------------------------                                                                                 
                  Eric C. Neuman
  
   /s/ Lawrence D. Stuart, Jr.                   Director                                 July 8, 1998
   ----------------------------------------                                                                                 
             Lawrence D. Stuart, Jr.
  
   /s/ R. Gerald Turner                          Director                                 July 7, 1998
   ----------------------------------------                                                                                 
                 R. Gerald Turner
  5
  6
                                   EXHIBIT INDEX
  SEQUENTIALLY
      EXHIBIT                                                                                       NUMBERED
        NO.                                  DESCRIPTION OF EXHIBITS                                  PAGE
      -------                                -----------------------                              ------------
  4.1    --   Amended and Restated Certificate of Incorporation of the Company
                  (incorporated by reference to Exhibit 3.1 of the Company's Registration
                  Statement on Form S-1, Commission File No. 333-48819).
  
      4.2    --   Amended and Restated By-Laws of the Company (incorporated by reference to
                  Exhibit 3.2 of the Company's Registration Statement on Form S-1, Commission
                  File No. 333-48819).
  
      5.1*   --   Opinion of Vinson & Elkins L.L.P.
  
      23.1*  --   Consent of Coopers & Lybrand L.L.P., Independent Accountants -- the
                  Company.
  
      23.2*  --   Consent of Ernst & Young LLP, Independent Public Accountants -- Commodore
                  Media, Inc., Southern Star Communications, Inc. and SFX Broadcasting, Inc.
  
      23.3*  --   Consent of Coopers & Lybrand  L.L.P., Independent Auditors --  Benchmark
                  Communications.
  
      23.4*  --   Consent of Coopers & Lybrand L.L.P., Independent Auditors -- Community
                  Pacific Broadcasting Company, L.P.
  
      23.5*  --   Consent of Coopers & Lybrand L.L.P., Independent Auditors -- Midcontinent
                  Broadcasting Co. of Wisconsin, Inc.
  
      23.6*  --   Consent of Coopers & Lybrand  L.L.P.,  Independent Auditors -- 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).
  
      24.1*  --   Power of Attorney of officers and directors of the Company (included on
                  signature page).
  
      99.1   --   Amended and Restated Capstar Broadcasting Corporation 1998 Stock Option
                  Plan (incorporated by reference to Exhibit 10.16 of the Company's
                  Registration Statement on Form S-1, Commission File No. 333-48819).
  -------------------------
  *  Filed herewith.
  
                                         6