content: <PAGE>   1
           As filed with the Securities and Exchange Commission on July 27, 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)
  
  WARRANT DATED APRIL 1, 1998, ENTITLING R. STEVEN HICKS TO PURCHASE 930,000
  SHARES OF CLASS C COMMON STOCK, PAR VALUE $.01 PER SHARE ("CLASS C COMMON
  STOCK"), OF CAPSTAR BROADCASTING CORPORATION (THE "REGISTRANT")
  
  WARRANT DATED APRIL 1, 1998, ENTITLING R. STEVEN HICKS TO PURCHASE 255,317
  SHARES OF CLASS C COMMON STOCK
  
  WARRANT DATED APRIL 1, 1998, ENTITLING R. STEVEN HICKS TO PURCHASE 323,120
  SHARES OF CLASS C COMMON STOCK
  
  WARRANT DATED APRIL 1, 1998, ENTITLING R. STEVEN HICKS TO PURCHASE 187,969
  SHARES OF CLASS C COMMON STOCK
  
  WARRANT DATED APRIL 1, 1998, ENTITLING R. STEVEN HICKS TO PURCHASE 500,000
  SHARES OF CLASS C COMMON STOCK
  
  WARRANT DATED APRIL 1, 1998, ENTITLING WILLIAM S. BANOWSKY, JR. TO PURCHASE 
  150,000 SHARES OF CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE 
  ("CLASS A COMMON STOCK"), OF THE REGISTRANT
  
  WARRANT DATED APRIL 1, 1998, ENTITLING PAUL D. STONE TO PURCHASE 150,000 SHARES
  OF CLASS A COMMON STOCK
  
  WARRANT DATED JULY 5, 1998, ENTITLING D. GEOFFREY ARMSTRONG TO PURCHASE 200,000
  SHARES OF CLASS A COMMON STOCK
  
                              (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
  
  <TABLE>
  
                                             CALCULATION OF REGISTRATION FEE
  ====================================================================================================================
  <CAPTION>
                                                       Proposed                Proposed
          Title of                                      maximum                 maximum
         securities            Amount to be         offering price             aggregate              Amount of
      to be registered       registered(1)(2)      per share (2)(3)      offering price (2)(3)     registration fee
  --------------------------------------------------------------------------------------------------------------------
   <S>                      <C>                       <C>                    <C>                       <C>   
    Class A Common Stock     2,696,406 shares           $14.00                $7,000,000                $2,065
  --------------------------------------------------------------------------------------------------------------------
    Class C Common Stock     2,196,406 shares          $15.20057              $33,386,624               $9,850
  ====================================================================================================================
  </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)      The number of shares of Class A Common Stock includes 2,196,406 shares
           that are issuable, for no additional consideration, upon conversion of
           the shares of Class C Common Stock that are issuable upon exercise of
           certain of the warrants. In accordance with Rule 457(i), no filing fee
           is required to be paid on the 2,196,406 shares of Class A Common Stock.
  (3)      Estimated solely for the purpose of calculating the registration fee in
           accordance with Rules 457(h) and 457(i), using the exercise price with
           respect to 500,000 shares of Class A Common Stock and 2,196,406 shares
           of Class C Common Stock subject to the warrants.
  
  ===============================================================================
  
  
  
  <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 the holders of the warrants 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
  Capstar Broadcasting Corporation (the "Registrant" or 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, and Class C 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 and Class C 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 
  
                                         2
  <PAGE>   3
  
  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 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 PricewaterhouseCoopers LLP, Independent Accountants
                    -- the Company.
  
           23.2*    Consent of Ernst & Young LLP, Independent Public
                    Auditors -- Commodore Media, Inc., Southern Star
                    Communications, Inc., formerly known as Osborn Communications
                    Corporation, and 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.
  
  
                                         3
  <PAGE>   4
  
           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).
  
           24.1*    Power of Attorney of officers and directors of the
                    Company (included on signature page).
  
           99.1     Amended and Restated Warrant dated April 1, 1998, issued to R.
                    Steven Hicks for 930,000 shares of Class C Common Stock
                    (incorporated by reference to Exhibit 10.6 of the Company's
                    Current Report on Form 8-K, dated May 29, 1998, Commission
                    File No. 333-48819).
  
           99.2     Amended and Restated Warrant dated April 1, 1998, issued to R.
                    Steven Hicks for 255,317 shares of Class C Common Stock
                    (incorporated by reference to Exhibit 10.7 of the Company's
                    Current Report on Form 8-K, dated May 29, 1998, Commission
                    File No. 333-48819).
  
           99.3     Amended and Restated Warrant dated April 1, 1998, issued to R.
                    Steven Hicks for 323,120 shares of Class C Common Stock
                    (incorporated by reference to Exhibit 10.8 of the Company's
                    Current Report on Form 8-K, dated May 29, 1998, Commission
                    File No. 333-48819).
  
           99.4     Warrant dated April 1, 1998, issued to R. Steven Hicks for
                    187,969 shares of Class C Common Stock (incorporated by
                    reference to Exhibit 10.9 of the Company's Current Report on
                    Form 8-K, dated May 29, 1998, Commission File No. 333-48819).
  
           99.5     Warrant dated April 1, 1998, issued to R. Steven Hicks for
                    500,000 shares of Class C Common Stock (incorporated by
                    reference to Exhibit 10.10 of the Company's Current Report on
                    Form 8-K, dated May 29, 1998, Commission File No. 333-48819).
  
           99.6     Warrant dated April 1, 1998, issued to William S. Banowsky Jr.
                    for 150,000 shares of Class A Common Stock (incorporated by
                    reference to Exhibit 10.12 of the Company's Current Report on
                    Form 8-K, dated May 29, 1998, Commission File No. 333-48819).
  
           99.7     Warrant dated April 1, 1998, issued to Paul D. Stone for
                    150,000 shares of Class A Common Stock (incorporated by
                    reference to Exhibit 10.11 of the Company's Current Report on
                    Form 8-K, dated May 29, 1998, Commission File No. 333-48819).
  
           99.8*    Warrant dated July 5, 1998, issued to D. Geoffrey Armstrong 
                    for 200,000 shares of Class A Common Stock.
  
  -------------------------
  *        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:
  
                                         4
  <PAGE>   5
  
                          (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.
  
  
  
  
                                         5
  <PAGE>   6
  
  
  
  
                                     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 23, 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 Executive             July 23, 1998
  -------------------------------------
                R. Steven Hicks                     Officer (Principal Executive
                                                    Officer)
  
  /s/ Paul D. Stone                                 Executive Vice President and              July 23, 1998
  -------------------------------------
                Paul D. Stone                       Chief Financial Officer
                                                    (Principal Financial and
                                                    Accounting Officer)
  
  /s/ Thomas O. Hicks                               Chairman of the Board                     July 23, 1998
  -------------------------------------
                Thomas O. Hicks
  
  /s/ Michael J. Levitt                             Director                                  July 23, 1998
  -------------------------------------
                Michael J. Levitt
  
  /s/ Eric C. Neuman                                Director                                  July 23, 1998
  -------------------------------------
                Eric C. Neuman
  
  /s/ Lawrence D. Stuart, Jr.                       Director                                  July 23, 1998
  -------------------------------------
                Lawrence D. Stuart, Jr.
  
  /s/ R. Gerald Turner                              Director                                  July 15, 1998
  -------------------------------------
                R. Gerald Turner
  </TABLE>
  
  
                                         6
  <PAGE>   7
  
                                    EXHIBIT INDEX
  
                                                                     
   EXHIBIT                                                             
      NO.                      DESCRIPTION OF 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 PricewaterhouseCoopers LLP, Independent 
                Accountants -- the Company.
  
      23.2*  -  Consent of Ernst & Young LLP,  Independent  Public 
                Auditors -- Commodore Media, Inc.,   Southern  Star   
                Communications,   Inc.,   formerly   known  as  
                Osborn Communications Corporation, and 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).
  
      24.1*  -  Power of Attorney of officers and directors of 
                the Company (included on -- signature page).
  
      99.1   -  Amended and Restated Warrant dated April 1, 1998,
                issued to R. Steven Hicks -- for 930,000 shares 
                of Class C Common Stock (incorporated by reference 
                to Exhibit 10.6 of the Company's  Current  Report 
                on Form 8-K, dated May 29, 1998, Commission File 
                No. 333-48819).
  
      99.2   -  Amended and Restated Warrant dated April 1, 1998, 
                issued to R. Steven Hicks -- for 255,317 shares of 
                Class C Common Stock (incorporated by reference to
                Exhibit 10.7 of the Company's  Current  Report on 
                Form 8-K, dated May 29, 1998, Commission File 
                No. 333-48819).
  
  
                                         7
  <PAGE>   8
  
      99.3   -  Amended and Restated Warrant dated April 1, 1998, 
                issued to R.Steven Hicks -- for 323,120 shares of 
                Class C Common Stock (incorporated by reference to
                Exhibit 10.8 of the Company's  Current  Report on 
                Form 8-K, dated May 29, 1998, Commission File No. 
                333-48819).
  
      99.4   -  Warrant dated April 1, 1998, issued to R. Steven 
                Hicks for 187,969 shares of -- Class C Common Stock 
                (incorporated by reference to Exhibit 10.9 of the 
                Company's Current Report on Form 8-K, dated 
                May 29, 1998, Commission File No. 333-48819).
  
      99.5   -  Warrant dated April 1, 1998, issued to R. Steven 
                Hicks for 500,000 shares of -- Class C Common Stock 
                (incorporated by reference to Exhibit 10.10 of the
                Company's  Current Report on Form 8-K, dated
                May 29, 1998,  Commission File No. 333-48819).
  
      99.6   -  Warrant  dated  April 1, 1998,  issued to 
                William S.  Banowsky  Jr. for 150,000 shares of Class 
                A Common Stock  (incorporated  by reference to Exhibit 
                10.12 of the Company's  Current Report on Form 8-K, 
                dated May 29, 1998,  Commission File No. 333-48819).
  
      99.7   -  Warrant dated April 1, 1998, issued to Paul D. Stone 
                for 150,000 shares of -- Class A Common Stock 
                (incorporated by reference to Exhibit 10.11 of the
                Company's  Current Report on Form 8-K, dated 
                May 29, 1998,  Commission File No. 333-48819).
  
      99.8*  -  Warrant dated July 5, 1998, issued to D. Geoffrey 
                Armstrong for 200,000 shares of Class A Common Stock.
  
  -------------------------
  *  Filed herewith.
  
  
  
  
                                         8
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text: 1
           As filed with the Securities and Exchange Commission on July 27, 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)
  
  WARRANT DATED APRIL 1, 1998, ENTITLING R. STEVEN HICKS TO PURCHASE 930,000
  SHARES OF CLASS C COMMON STOCK, PAR VALUE $.01 PER SHARE ("CLASS C COMMON
  STOCK"), OF CAPSTAR BROADCASTING CORPORATION (THE "REGISTRANT")
  
  WARRANT DATED APRIL 1, 1998, ENTITLING R. STEVEN HICKS TO PURCHASE 255,317
  SHARES OF CLASS C COMMON STOCK
  
  WARRANT DATED APRIL 1, 1998, ENTITLING R. STEVEN HICKS TO PURCHASE 323,120
  SHARES OF CLASS C COMMON STOCK
  
  WARRANT DATED APRIL 1, 1998, ENTITLING R. STEVEN HICKS TO PURCHASE 187,969
  SHARES OF CLASS C COMMON STOCK
  
  WARRANT DATED APRIL 1, 1998, ENTITLING R. STEVEN HICKS TO PURCHASE 500,000
  SHARES OF CLASS C COMMON STOCK
  
  WARRANT DATED APRIL 1, 1998, ENTITLING WILLIAM S. BANOWSKY, JR. TO PURCHASE 
  150,000 SHARES OF CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE 
  ("CLASS A COMMON STOCK"), OF THE REGISTRANT
  
  WARRANT DATED APRIL 1, 1998, ENTITLING PAUL D. STONE TO PURCHASE 150,000 SHARES
  OF CLASS A COMMON STOCK
  
  WARRANT DATED JULY 5, 1998, ENTITLING D. GEOFFREY ARMSTRONG TO PURCHASE 200,000
  SHARES OF CLASS A COMMON STOCK
  
                              (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)(2)      per share (2)(3)      offering price (2)(3)     registration fee
  --------------------------------------------------------------------------------------------------------------------
  Class A Common Stock     2,696,406 shares           $14.00                $7,000,000                $2,065
  --------------------------------------------------------------------------------------------------------------------
    Class C Common Stock     2,196,406 shares          $15.20057              $33,386,624               $9,850
  ====================================================================================================================
  (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)      The number of shares of Class A Common Stock includes 2,196,406 shares
           that are issuable, for no additional consideration, upon conversion of
           the shares of Class C Common Stock that are issuable upon exercise of
           certain of the warrants. In accordance with Rule 457(i), no filing fee
           is required to be paid on the 2,196,406 shares of Class A Common Stock.
  (3)      Estimated solely for the purpose of calculating the registration fee in
           accordance with Rules 457(h) and 457(i), using the exercise price with
           respect to 500,000 shares of Class A Common Stock and 2,196,406 shares
           of Class C Common Stock subject to the warrants.
  
  ===============================================================================
  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 the holders of the warrants 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
  Capstar Broadcasting Corporation (the "Registrant" or 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, and Class C 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 and Class C 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 
  
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  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 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 PricewaterhouseCoopers LLP, Independent Accountants
                    -- the Company.
  
           23.2*    Consent of Ernst & Young LLP, Independent Public
                    Auditors -- Commodore Media, Inc., Southern Star
                    Communications, Inc., formerly known as Osborn Communications
                    Corporation, and 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.
  
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  4
  
           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).
  
           24.1*    Power of Attorney of officers and directors of the
                    Company (included on signature page).
  
           99.1     Amended and Restated Warrant dated April 1, 1998, issued to R.
                    Steven Hicks for 930,000 shares of Class C Common Stock
                    (incorporated by reference to Exhibit 10.6 of the Company's
                    Current Report on Form 8-K, dated May 29, 1998, Commission
                    File No. 333-48819).
  
           99.2     Amended and Restated Warrant dated April 1, 1998, issued to R.
                    Steven Hicks for 255,317 shares of Class C Common Stock
                    (incorporated by reference to Exhibit 10.7 of the Company's
                    Current Report on Form 8-K, dated May 29, 1998, Commission
                    File No. 333-48819).
  
           99.3     Amended and Restated Warrant dated April 1, 1998, issued to R.
                    Steven Hicks for 323,120 shares of Class C Common Stock
                    (incorporated by reference to Exhibit 10.8 of the Company's
                    Current Report on Form 8-K, dated May 29, 1998, Commission
                    File No. 333-48819).
  
           99.4     Warrant dated April 1, 1998, issued to R. Steven Hicks for
                    187,969 shares of Class C Common Stock (incorporated by
                    reference to Exhibit 10.9 of the Company's Current Report on
                    Form 8-K, dated May 29, 1998, Commission File No. 333-48819).
  
           99.5     Warrant dated April 1, 1998, issued to R. Steven Hicks for
                    500,000 shares of Class C Common Stock (incorporated by
                    reference to Exhibit 10.10 of the Company's Current Report on
                    Form 8-K, dated May 29, 1998, Commission File No. 333-48819).
  
           99.6     Warrant dated April 1, 1998, issued to William S. Banowsky Jr.
                    for 150,000 shares of Class A Common Stock (incorporated by
                    reference to Exhibit 10.12 of the Company's Current Report on
                    Form 8-K, dated May 29, 1998, Commission File No. 333-48819).
  
           99.7     Warrant dated April 1, 1998, issued to Paul D. Stone for
                    150,000 shares of Class A Common Stock (incorporated by
                    reference to Exhibit 10.11 of the Company's Current Report on
                    Form 8-K, dated May 29, 1998, Commission File No. 333-48819).
  
           99.8*    Warrant dated July 5, 1998, issued to D. Geoffrey Armstrong 
                    for 200,000 shares of Class A Common Stock.
  
  -------------------------
  *        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:
  
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                          (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.
  
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                                     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 23, 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 Executive             July 23, 1998
  -------------------------------------
                R. Steven Hicks                     Officer (Principal Executive
                                                    Officer)
  
  /s/ Paul D. Stone                                 Executive Vice President and              July 23, 1998
  -------------------------------------
                Paul D. Stone                       Chief Financial Officer
                                                    (Principal Financial and
                                                    Accounting Officer)
  
  /s/ Thomas O. Hicks                               Chairman of the Board                     July 23, 1998
  -------------------------------------
                Thomas O. Hicks
  
  /s/ Michael J. Levitt                             Director                                  July 23, 1998
  -------------------------------------
                Michael J. Levitt
  
  /s/ Eric C. Neuman                                Director                                  July 23, 1998
  -------------------------------------
                Eric C. Neuman
  
  /s/ Lawrence D. Stuart, Jr.                       Director                                  July 23, 1998
  -------------------------------------
                Lawrence D. Stuart, Jr.
  
  /s/ R. Gerald Turner                              Director                                  July 15, 1998
  -------------------------------------
                R. Gerald Turner
  6
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                                    EXHIBIT INDEX
  
                                                                     
   EXHIBIT                                                             
      NO.                      DESCRIPTION OF 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 PricewaterhouseCoopers LLP, Independent 
                Accountants -- the Company.
  
      23.2*  -  Consent of Ernst & Young LLP,  Independent  Public 
                Auditors -- Commodore Media, Inc.,   Southern  Star   
                Communications,   Inc.,   formerly   known  as  
                Osborn Communications Corporation, and 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).
  
      24.1*  -  Power of Attorney of officers and directors of 
                the Company (included on -- signature page).
  
      99.1   -  Amended and Restated Warrant dated April 1, 1998,
                issued to R. Steven Hicks -- for 930,000 shares 
                of Class C Common Stock (incorporated by reference 
                to Exhibit 10.6 of the Company's  Current  Report 
                on Form 8-K, dated May 29, 1998, Commission File 
                No. 333-48819).
  
      99.2   -  Amended and Restated Warrant dated April 1, 1998, 
                issued to R. Steven Hicks -- for 255,317 shares of 
                Class C Common Stock (incorporated by reference to
                Exhibit 10.7 of the Company's  Current  Report on 
                Form 8-K, dated May 29, 1998, Commission File 
                No. 333-48819).
  
                                         7
  8
  
      99.3   -  Amended and Restated Warrant dated April 1, 1998, 
                issued to R.Steven Hicks -- for 323,120 shares of 
                Class C Common Stock (incorporated by reference to
                Exhibit 10.8 of the Company's  Current  Report on 
                Form 8-K, dated May 29, 1998, Commission File No. 
                333-48819).
  
      99.4   -  Warrant dated April 1, 1998, issued to R. Steven 
                Hicks for 187,969 shares of -- Class C Common Stock 
                (incorporated by reference to Exhibit 10.9 of the 
                Company's Current Report on Form 8-K, dated 
                May 29, 1998, Commission File No. 333-48819).
  
      99.5   -  Warrant dated April 1, 1998, issued to R. Steven 
                Hicks for 500,000 shares of -- Class C Common Stock 
                (incorporated by reference to Exhibit 10.10 of the
                Company's  Current Report on Form 8-K, dated
                May 29, 1998,  Commission File No. 333-48819).
  
      99.6   -  Warrant  dated  April 1, 1998,  issued to 
                William S.  Banowsky  Jr. for 150,000 shares of Class 
                A Common Stock  (incorporated  by reference to Exhibit 
                10.12 of the Company's  Current Report on Form 8-K, 
                dated May 29, 1998,  Commission File No. 333-48819).
  
      99.7   -  Warrant dated April 1, 1998, issued to Paul D. Stone 
                for 150,000 shares of -- Class A Common Stock 
                (incorporated by reference to Exhibit 10.11 of the
                Company's  Current Report on Form 8-K, dated 
                May 29, 1998,  Commission File No. 333-48819).
  
      99.8*  -  Warrant dated July 5, 1998, issued to D. Geoffrey 
                Armstrong for 200,000 shares of Class A Common Stock.
  
  -------------------------
  *  Filed herewith.
  
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