content: <PAGE>   1
  
  
  
  
  
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 5, 1997
  
                               REGISTRATION NO. 333-
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                            CHANCELLOR MEDIA CORPORATION
               (Exact Name of Registrant as Specified in its Charter)
  
  
  <TABLE>
  <S>                                                                       <C>
                              Delaware                                                  75-2247099
  (State or Other Jurisdiction of Incorporation or Organization)            (I.R.S. Employer Identification No.)
  
  </TABLE>
  
  
                           433 East Las Colinas Boulevard
                               Irving, Texas   75309
  
                (Address, Including Zip Code, and Telephone Number,
         including Area Code, of Registrant's Principal Executive Offices)
  
                                 Scott K. Ginsburg
                              Chief Executive Officer
                           433 East Las Colinas Boulevard
                               Irving, Texas   75309
                                   (972) 869-9020
  
                       (Name and Address, Including Zip Code,
          and Telephone Number, Including Area Code, of Agent for Service)
  
                  Chancellor Broadcasting Company Stock Award Plan
             Chancellor Holdings Corp. 1994 Director Stock Option Plan
  Stock Option Grant Letter dated September 30, 1995 to Steven Dinetz, Stock
  Option Grant Letter dated September 30, 1995 to Eric W. Neumann, Stock Option
  Grant Letter dated September 30, 1995 to Marvin Dinetz, Stock Option Grant
  Letter dated February 14, 1997 to Carl E. Hirsch
  
                                (Full Title of Plan)
  
                          CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  
                                                     Proposed Maximum         Proposed Maximum
  Title of Securities         Amount to be            Offering Price              Aggregate           Amount of
   to be Registered          Registered (1)           Per Share (2)          Offering Price (2)    Registration Fee
  <S>                          <C>                  <C>                     <C>                      <C>
  Common Stock,                 1,760,284            $8.25 to $40.42         $32,566,764.00           $9,868.72
  $.01 Par Value
  </TABLE>
  <PAGE>   2
           (1)     Of the shares of Common Stock, $.01 par value per share
  ("Common Stock"), of Chancellor Media Corporation (the "Company" or
  "Registrant," which was formerly known as Evergreen Media Corporation) being
  registered hereby, 756,274 shares (the "Plan Shares") relate to the Chancellor
  Broadcasting Company Stock Award Plan (the "Plan"); 30,302 shares (the
  "Director Plan Shares") relate to shares issuable upon exercise of options
  granted under the Chancellor Holdings Corp. 1994 Director Stock Option Plan
  (the "Director Plan"), under which, 12,121 shares relate to shares issuable
  upon exercise of options granted under the Stock Option Grant Letter dated
  October 12, 1994 to Jeffrey A. Marcus; 12,121 shares relate to shares issuable
  upon exercise of options granted under the Stock Option Grant Letter dated
  October 12, 1994 to John H. Massey;  6,060 shares relate to shares issuable
  upon exercise of options granted under the Stock Option Grant Letter dated
  February 9, 1996 to Matrice Ellis-Kirk (the Marcus, Massey and Ellis-Kirk Stock
  Option Grant Letters, collectively, the "Director Letters"); 784,842 shares
  relate to shares issuable upon exercise of options granted under the Stock
  Option Grant Letter dated September 30, 1995 to Steven Dinetz; 80,455 shares
  relate to shares issuable upon exercise of options granted under the Stock
  Option Grant Letter dated September 30, 1995 to Eric W.  Neumann; 40,228 shares
  relate to shares issuable upon exercise of options granted under the Stock
  Option Grant Letter dated September 30, 1995 to Marvin Dinetz; 68,183 shares
  relate to shares issuable upon exercise of options granted under the Stock
  Option Grant Letter dated February 14, 1997 to Carl E. Hirsch (the foregoing
  option letters, collectively, the "Management Options" and the foregoing shares
  issuable thereunder, collectively, the "Management Option Shares").
  
           (2)     For purposes of computing the registration fee only.  Pursuant
  to Rule 457(h) under the Securities Act of 1933, the Proposed Maximum Aggregate
  Offering Price Per Share is based upon:  (i) with respect to the Plan Shares,
  the actual price at which the options may be exercised; (ii) with respect to
  the Director Plan Shares, the actual price at which the options may be
  exercised, as set forth in the Director Letters; and (iii) with respect to the
  Management Option Shares, the actual price at which the options may be
  exercised, as set forth in the Management Options.
  
                                       PART I
  ITEM 1.  PLAN INFORMATION.
  
                   Not required to be filed with this Registration Statement.
  
  ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
                   Not required to be filed with this Registration Statement.
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
                   The following documents are incorporated by reference in this
  Registration Statement:
  
                   (a)  The Company's Annual Report on Form 10-K (File No.
  000-21570) for the year ended December 31, 1996, filed pursuant to Section
  13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
  which contains audited financial statements for the year ended December 31,
  1996.
  
                   (b)  The Annual Report of Chancellor Broadcasting Company
  ("Chancellor Broadcasting") on Form 10-K (File No. 000-27726) for the year
  ended December 31, 1996, as amended on Form 10-K/A, filed pursuant to Section
  13(a) of the Exchange Act, which contains audited financial statements for the
  year ended December 31, 1996.
  
                   (c)  The Annual Report of Chancellor Radio Broadcasting
  Company on Form 10-K (File No. 33-80534) for the year ended December 31, 1996,
  as amended on Form 10-K/A, filed pursuant to Section 13(a) of the
  <PAGE>   3
  Exchange Act, which contains audited financial statements for the year ended
  December 31, 1996.
  
                   (d)  All other reports filed by the Company pursuant to
  Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year
  covered by the Annual Report referred to in (a) above.
  
                   (e)  The description of the Company's Common Stock contained
  in the sections entitled "Description of the Surviving Corporation Capital
  Stock -- Common Stock" and "General Comparison of Stockholders' Rights" of the
  Joint Proxy Statement/Prospectus of the Company and Chancellor Broadcasting
  contained in the Company's Registration Statement on Form S-4 filed with the
  Commission on August 1, 1997 (File No. 333-32677).
  
                   All documents subsequently filed by the Company pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
  Registration Statement and prior to the filing of a post-effective amendment
  which indicates that all securities offered have been sold or which deregisters
  all securities then remaining unsold are incorporated by reference in this
  Registration Statement and are a part hereof from the date of filing of such
  documents. Any statement contained in a document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes of this Registration Statement to the extent that a statement
  contained herein or in any other subsequently filed document which also is
  deemed to be incorporated by reference herein modifies or supersedes such
  statement. Any such statement so modified or superseded shall not be deemed,
  except as so modified or superseded, to constitute a part of this Registration
  Statement.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
                   Not required to be filed with this Registration Statement.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
                   Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
                   Section 145 of the Delaware General Corporation Law empowers a
  Delaware corporation to indemnify any person who is, or is threatened to be
  made, a party to any threatened, pending or completed action, suit or
  proceeding, whether civil, criminal administrative or investigative (other than
  an action by or in the right of such corporation) by reason of the fact that
  such person is or was an officer or director of such corporation, or is or was
  serving at the request of such corporation as a director, officer, employee or
  agent of another corporation or enterprise.  The indemnity may include expenses
  (including attorneys' fees), judgments, fines and amounts paid in settlement
  actually and reasonably incurred by such person in connection with such action,
  suit or proceeding, provided that he acted in good faith and in a manner he
  reasonably believed to be in or not opposed to the best interest of the
  corporation, and, with respect to any criminal action or proceeding, had no
  reasonable cause to believe his conduct was unlawful.  A Delaware corporation
  may indemnify officers and directors in an action by or in the right of the
  corporation under the same conditions, except that no indemnification is
  permitted without judicial approval if the officer or director is adjudged to
  be liable for negligence or misconduct in the performance of his duty to the
  corporation.  Where an officer or director is successful on the merits or
  otherwise in the defense of any action referred to above, the corporation must
  indemnify him against the expenses which he actually and reasonably incurred in
  connection therewith.
  
                   The Amended and Restated Certificate of Incorporation of the
  Company ("Amended and Restated Certificate of Incorporation") provides that the
  Company shall indemnify any Person who was, is, or is threatened to be made a
  party to a proceeding (as hereinafter defined) by reason of the fact that he or
  she (i) is or was a director, officer, employee or agent of the Company, or
  (ii) is or was serving at the request of the Company as a director, officer,
  partner, venturer, proprietor, trustee, employee, agent, or similar functionary
  of another foreign or domestic Company, partnership, joint venture, sole
  proprietorship, trust, employee benefit plan, or other enterprise, to the
  <PAGE>   4
  fullest extent permitted under the General   Law of the State of Delaware, as
  the same exists or may hereafter be amended.  Such right shall be a contract
  right and as such shall run to the benefit of any director or officer who is
  elected and accepts the position of director or officer of the Company or
  elects to continue to serve as a director or officer of the Company while the
  Article Ninth of the Amended and Restated Certificate of Incorporation is in
  effect.  Any repeal or amendment of the Article Ninth of the Amended and
  Restated Certificate of Incorporation shall be prospective only and shall not
  limit the rights of any such director or officer or the obligations of the
  Company with respect to any claim arising from or related to the services of
  such director or officer in any of the foregoing capacities prior to any such
  repeal or amendment to the Article Ninth of the Amended and Restated
  Certificate of Incorporation.  Such right shall include the right to be paid by
  the Company expenses incurred in investigating or defending any such proceeding
  in advance of its final disposition to the maximum extent permitted under the
  General Corporation Law of the State of Delaware, as the same exists or may
  hereafter be amended.  To the extent that a director, officer, employee or
  agent of the Company shall be successful on the merits or otherwise in defense
  of any proceeding, or in defense of any claim, issue, or matter therein, he or
  she shall be indemnified against expenses (including attorneys' fees) actually
  and reasonably incurred by him in connection therewith.  If a claim for
  indemnification or advancement of expenses hereunder is not paid in full by the
  Company within sixty (60) days after a written claim has been received by the
  Company, the claimant may at any time thereafter bring suit against the Company
  to recover the unpaid amount of the claim, and if successful in whole or in
  part, the claimant shall also be entitled to be paid the expenses of
  prosecuting such claim.  It shall be a defense to any such action that such
  indemnification or advancement of costs of defense is not permitted under the
  General Corporation Law of the State of Delaware, but the burden of proving
  such defense shall be on the Company.  None of (i) the failure of the Company
  (including its board of directors or any committee thereof, independent legal
  counsel, or stockholders) to have made its determination prior to the
  commencement of such action that indemnification of, or advancement of costs of
  defense to, the claimant is permissible in the circumstances, (ii) an actual
  determination by the Company (including its board of directors or any committee
  thereof, independent legal counsel, or stockholders) that such indemnification
  or advancement is not permissible, or (iii) the termination of any proceeding
  by judgment, order, settlement, conviction, or upon a plea of nolo contendere
  or its equivalent, shall be a defense to the action or create a presumption
  that such indemnification or advancement is not permissible.  In the event of
  the death of any Person having a right of indemnification under the foregoing
  provisions, such right shall inure to the benefit of his or her heirs,
  executors, administrators, and personal representatives.  The rights conferred
  above shall not be exclusive of any other right which any Person may have or
  hereafter acquire under any statute, bylaw, resolution of stockholders or
  directors, agreement, or otherwise.
  
                   The Company may additionally indemnify any employee or agent
  of the Company to the fullest extent permitted by law.
  
                   Without limiting the generality of the foregoing, to the
  extent permitted by then applicable law, the grant of mandatory indemnification
  pursuant to the Article Ninth of the Amended and Restated Certificate of
  Incorporation shall extend to proceedings involving the negligence of such
  Person.
  
                   The Amended and Restated Certificate of Incorporation also
  provides that the Board of Directors may authorize, by a vote of a majority of
  a quorum of the Board of Directors, the Company to purchase and maintain
  insurance on behalf of any person who is or was a director, officer, employee
  or agent of the Company, or is or was serving at the request of the Company as
  a director, officer, partner, venturer, proprietor, trustee, employee, agent or
  similar functionary of another foreign or domestic Company, partnership, joint
  venture, sole proprietorship, trust, employee benefit plan, or other enterprise
  against any liability asserted against him or her and incurred by him or her in
  any such capacity, or arising out of his or her status as such, whether or not
  the Company would have the power to indemnify him or her against such liability
  under the provisions of the Article Ninth of the Amended and Restated
  Certificate of Incorporation.
  
                   The term "proceeding" means any threatened, pending, or
  completed action, suit, or proceeding, whether civil, criminal, administrative,
  arbitrative, or investigative, any appeal in such an action, suit, or
  proceeding, and any inquiry or investigation that could lead to such an action,
  suit, or proceeding.
  <PAGE>   5
                   The Amended and Restated Certificate of Incorporation also
  provides that a director of the Company shall not be personally liable to the
  Company or its stockholders for monetary damages for breach of fiduciary duty
  as a director, except for liability (i) for any breach of the director's duty
  of loyalty to the Company or its stockholders, (ii) for acts or omissions not
  in good faith or which involve intentional misconduct or knowing violation of
  law, (iii) under Section 174 of the General Corporation Law of the State of
  Delaware, or (iv) for any transaction from which the director derived an
  improper personal benefit.  Any repeal or amendment of the Article Tenth of the
  Amended and Restated Certificate of Incorporation by the stockholders of the
  Company shall be prospective only, and shall not adversely affect any
  limitation on the personal liability of a director of the Company arising from
  an act or omission occurring prior to the time of such repeal or amendment.  In
  addition to the circumstances in which a director of the Company is not
  personally liable as set forth in the Article Tenth of the Amended and Restated
  Certificate of Incorporation, a director shall not be liable to the Company or
  its stockholders to such further extent as permitted by any law hereafter
  enacted, including without limitation any subsequent amendment to the General
  Corporation Law of the State of Delaware.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
                   Not applicable.
  
  ITEM 8.  EXHIBITS.
  
                    4.20  Amended and Restated Certificate of Incorporation of
  Chancellor Media Corporation (incorporated by reference to Exhibit 2.3 to the
  Company's Registration Statement on Form 8-A, filed on September 3, 1997).
  
                    4.21  Amended and Restated Bylaws of Chancellor Media
  Corporation (incorporated by reference to Exhibit 2.4 to the Company's
  Registration Statement on Form 8-A, filed on September 3, 1997).
  
                   *4.22  Chancellor Broadcasting Company Stock Award Plan.
  
                   *4.23  Chancellor Holdings Corp. 1994 Director Stock Option
  Plan.
  
                   *4.24  Stock Option Grant Letter dated September 30, 1995 from
  Chancellor Corporation to Steven Dinetz.
  
                   *4.25  Stock Option Grant Letter dated September 30, 1995 from
  Chancellor Corporation to Eric W.  Neumann.
  
                   *4.26  Stock Option Grant Letter dated September 30, 1995 from
  Chancellor Corporation to Marvin Dinetz.
  
                   *4.27  Stock Option Grant Letter dated February 14, 1997 from
  Chancellor Broadcasting Company to Carl E. Hirsch.
  
                   *5.1  Opinion of Latham & Watkins.
  
                   *23.1  Consent of Latham & Watkins (included as part of their
  opinion listed as Exhibit 5.1).
  
                   *23.2  Consent of KPMG Peat Marwick LLP, independent
  accountants.
  
                   *23.3  Consent of KPMG Peat Marwick LLP, independent
  accountants.
  
                   *23.4  Consent of Price Waterhouse LLP, independent
  accountants.
  
                   *23.5  Consent of Arthur Andersen LLP, independent
  accountants.
  
                   *23.6  Consent of Coopers & Lybrand L.L.P., independent
  accountants.
  <PAGE>   6
                   *23.7  Consent of Coopers & Lybrand L.L.P., independent
  accountants.
  
                   *23.8  Consent of Coopers & Lybrand L.L.P., independent
  accountants.
  
                   *23.9  Consent of Price Waterhouse LLP, independent
  accountants.
  
                   *24.1 Power of Attorney (page 7).
  
                   *        Filed herewith.
  
  ITEM 9.  UNDERTAKINGS.
  
                   The Company hereby agrees to furnish supplementally a copy of
  any omitted schedule or exhibit to the Commission upon request.
  
                   (a)      The Company hereby undertakes:
  
                            (1)     To file, during any period in which offers or
                                    sales are being made, a post-effective
                                    amendment to this Registration Statement to
                                    include any material information with respect
                                    to the plan of distribution not previously
                                    disclosed in this Registration Statement or
                                    any material change to such information in
                                    this Registration Statement.
  
                            (2)     That, for the purpose of determining any
                                    liability under the Securities Act, each such
                                    post-effective amendment shall be deemed to
                                    be a new registration statement relating to
                                    the securities offered therein, and the
                                    offering of such securities at that time
                                    shall be deemed to be the initial bona fide
                                    offering thereof.
  
                            (3)     To remove from registration by means of a
                                    post-effective amendment any of the
                                    securities being registered which remain
                                    unsold at the termination of the offering.
  
                   The Company hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the
  Company's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act
  that is incorporated by reference in this Registration Statement shall be
  deemed to be a new registration statement relating to the securities offered
  therein, and the offering of such securities at that time shall be deemed to be
  the initial bona fide offering thereof.
  
                   Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the Registrant pursuant to the foregoing provisions, or otherwise,
  the Registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the Securities Act of 1933 and is, therefore, unenforceable.  In the event
  that a claim for indemnification against such liabilities (other than the
  payment by the Registrant of expenses incurred or paid by a director, officer
  or controlling person of the Registrant in the successful defense of any
  action, suit or proceeding) is asserted by such director, officer or
  controlling person in connection with the securities being registered, the
  Registrant will, unless in the opinion of its counsel the matter has been
  settled by controlling precedent, submit to a court of appropriate jurisdiction
  the question whether such indemnification by it is against public policy as
  expressed in the Securities Act of 1933 and will be governed by the final
  adjudication of such issue.
  <PAGE>   7
                                     SIGNATURES
  
                   Pursuant to the requirements of the Securities Act of 1933,
  the Registrant certifies that it has reasonable grounds to believe that it
  meets all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Dallas, State of Texas, on this 5th day of
  September, 1997.
  
                          CHANCELLOR MEDIA CORPORATION
  
                                      By:    /s/  Matthew E. Devine               
                                         -----------------------------------------
                                             Matthew E. Devine
                                             Chief Financial Officer and Secretary
  
                   Each person whose signature to this Registration Statement
  appears below hereby appoints each of Scott K. Ginsburg and Matthew E. Devine
  as his attorney-in-fact to sign on his behalf individually and in the capacity
  stated below and to file all post-effective amendments to this Registration
  Statement, which amendments may make such changes in and additions to this
  Registration Statement as such attorney-in-fact may deem necessary or
  appropriate.
  
                   Pursuant to the requirements of the Securities Act of 1933,
  this Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
  <TABLE>
  <S>                                    <C>                                           <C>
               Signature                               Title                                 Date
               ---------                               -----                                 ----
  /s/  Scott K. Ginsburg                    Chief Executive Officer and Director       September 5, 1997
  - ----------------------------------        (Principal Executive Officer of the                         
  Scott K. Ginsburg                                 Registrant)                     
                                                                          
  /s/  Matthew E. Devine                      Chief Financial Officer                  September 5, 1997
  - ----------------------------------          (Principal Financial and                                  
  Matthew E. Devine                          Accounting Officer of the 
                                                    Registrant)        
                                                                       
  /s/  Thomas O. Hicks                   Chairman of the Board and Director            September 5, 1997
  - ----------------------------------                                                                    
  Thomas O. Hicks
  
  /s/  Lawrence D. Stuart, Jr.                        Director                         September 5, 1997
  - ----------------------------------                                                                    
  Lawrence D. Stuart, Jr.
  
  /s/  Eric C. Neuman                                 Director                         September 5, 1997
  - ----------------------------------                                                                    
  Eric C. Neuman
  
  /s/  John H. Massey                                 Director                         September 5, 1997
  - ----------------------------------                                                                    
  John H. Massey
  
  /s/  Jeffrey A. Marcus                              Director                         September 5, 1997
  - ----------------------------------                                                                    
  Jeffrey A. Marcus
  
  /s/  Thomas J. Hodson                               Director                         September 5, 1997
  - ----------------------------------                                                                    
  Thomas J. Hodson
  
  /s/  James E. de Castro                             Director                         September 5, 1997
  - ----------------------------------                                                                    
  James E. de Castro
  
  /s/  Steven Dinetz                                  Director                         September 5, 1997
  - ----------------------------------                                                                    
  Steven Dinetz
  
  /s/  Perry J. Lewis                                 Director                         September 5, 1997
  - ----------------------------------                                                                    
  Perry J. Lewis
  </TABLE>
  <PAGE>   8
                                  EXHIBIT INDEX
  <TABLE>
  <CAPTION>
                                                                                                 Sequentially
  Exhibit                                                                                        Numbered
  No.          Description                                                                       Page     
  - ---------    -----------                                                                       ------------
  <S>          <C>                                                                                <C>
  4.20         Amended  and   Restated  Certificate  of  Incorporation   of  Chancellor  Media
               Corporation  (incorporated  by  reference  to  Exhibit  2.3  to  the  Company's
               Registration Statement on Form 8-A, filed on September 3, 1997).
               
  4.21         Amended and  Restated Bylaws of  Chancellor Media  Corporation (incorporated by
               reference to  Exhibit to  the  Company's Registration  Statement on  Form  8-A,
               filed on September 3, 1997).
               
  *4.22        Chancellor Broadcasting Company Stock Award Plan.
               
  *4.23        Chancellor Holdings Corp. 1994 Director Stock Option Plan.
               
  *4.24        Stock Option Grant Letter dated September 30, 1995 to Steven Dinetz.
               
  *4.25        Stock Option Grant Letter dated September 30, 1995 to Eric W. Neumann.
               
  *4.26        Stock Option Grant Letter dated September 30, 1995 to Marvin Dinetz.
               
  *4.27        Stock Option Grant Letter dated February 14, 1997 to Carl E. Hirsch.
               
  *5.1         Opinion of Latham & Watkins.
               
  *23.1        Consent  of  Latham &  Watkins (included  as  part of  their opinion  listed as
               Exhibit 5.1).
               
  *23.2        Consent of KPMG Peat Marwick LLP, independent accountants.
               
  *23.3        Consent of KPMG Peat Marwick LLP, independent accountants.
               
  *23.4        Consent of Price Waterhouse LLP, independent accountants.
               
  *23.5        Consent of Arthur Andersen LLP, independent accountants.
               
  *23.6        Consent of Coopers & Lybrand L.L.P., independent accountants.
               
  *23.7        Consent of Coopers & Lybrand L.L.P., independent accountants.
               
  *23.8        Consent of Coopers & Lybrand L.L.P., independent accountants.
               
  *23.9        Consent of Price Waterhouse LLP, independent accountants.
               
  *24.1        Power of Attorney (page 7).
  </TABLE>
  
  *Filed herewith
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 30298}]
metadata_filer: {"company-data": {"conformed-name": "CHANCELLOR MEDIA CORP", "cik": "0000894972", "assigned-sic": "4832", "irs-number": "752247099", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "file-number": "333-35039", "film-number": "97676200"}, "business-address": {"street1": "433 EAST LAS COLINAS BLVD", "street2": "STE 1130", "city": "IRVING", "state": "TX", "zip": "75039", "phone": "9728699020"}, "mail-address": {"street1": "433 E LAS COLINAS", "street2": "STE 1130", "city": "IRVING", "state": "TX", "zip": "75039"}, "former-company": {"former-conformed-name": "EVERGREEN MEDIA CORP", "date-changed": "19930326"}}
text: 1
  
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 5, 1997
  
                               REGISTRATION NO. 333-
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                            CHANCELLOR MEDIA CORPORATION
               (Exact Name of Registrant as Specified in its Charter)
  Delaware                                                  75-2247099
  (State or Other Jurisdiction of Incorporation or Organization)            (I.R.S. Employer Identification No.)
  433 East Las Colinas Boulevard
                               Irving, Texas   75309
  
                (Address, Including Zip Code, and Telephone Number,
         including Area Code, of Registrant's Principal Executive Offices)
  
                                 Scott K. Ginsburg
                              Chief Executive Officer
                           433 East Las Colinas Boulevard
                               Irving, Texas   75309
                                   (972) 869-9020
  
                       (Name and Address, Including Zip Code,
          and Telephone Number, Including Area Code, of Agent for Service)
  
                  Chancellor Broadcasting Company Stock Award Plan
             Chancellor Holdings Corp. 1994 Director Stock Option Plan
  Stock Option Grant Letter dated September 30, 1995 to Steven Dinetz, Stock
  Option Grant Letter dated September 30, 1995 to Eric W. Neumann, Stock Option
  Grant Letter dated September 30, 1995 to Marvin Dinetz, Stock Option Grant
  Letter dated February 14, 1997 to Carl E. Hirsch
  
                                (Full Title of Plan)
  
                          CALCULATION OF REGISTRATION FEE
  Proposed Maximum         Proposed Maximum
  Title of Securities         Amount to be            Offering Price              Aggregate           Amount of
   to be Registered          Registered (1)           Per Share (2)          Offering Price (2)    Registration Fee
  Common Stock,                 1,760,284            $8.25 to $40.42         $32,566,764.00           $9,868.72
  $.01 Par Value
  2
           (1)     Of the shares of Common Stock, $.01 par value per share
  ("Common Stock"), of Chancellor Media Corporation (the "Company" or
  "Registrant," which was formerly known as Evergreen Media Corporation) being
  registered hereby, 756,274 shares (the "Plan Shares") relate to the Chancellor
  Broadcasting Company Stock Award Plan (the "Plan"); 30,302 shares (the
  "Director Plan Shares") relate to shares issuable upon exercise of options
  granted under the Chancellor Holdings Corp. 1994 Director Stock Option Plan
  (the "Director Plan"), under which, 12,121 shares relate to shares issuable
  upon exercise of options granted under the Stock Option Grant Letter dated
  October 12, 1994 to Jeffrey A. Marcus; 12,121 shares relate to shares issuable
  upon exercise of options granted under the Stock Option Grant Letter dated
  October 12, 1994 to John H. Massey;  6,060 shares relate to shares issuable
  upon exercise of options granted under the Stock Option Grant Letter dated
  February 9, 1996 to Matrice Ellis-Kirk (the Marcus, Massey and Ellis-Kirk Stock
  Option Grant Letters, collectively, the "Director Letters"); 784,842 shares
  relate to shares issuable upon exercise of options granted under the Stock
  Option Grant Letter dated September 30, 1995 to Steven Dinetz; 80,455 shares
  relate to shares issuable upon exercise of options granted under the Stock
  Option Grant Letter dated September 30, 1995 to Eric W.  Neumann; 40,228 shares
  relate to shares issuable upon exercise of options granted under the Stock
  Option Grant Letter dated September 30, 1995 to Marvin Dinetz; 68,183 shares
  relate to shares issuable upon exercise of options granted under the Stock
  Option Grant Letter dated February 14, 1997 to Carl E. Hirsch (the foregoing
  option letters, collectively, the "Management Options" and the foregoing shares
  issuable thereunder, collectively, the "Management Option Shares").
  
           (2)     For purposes of computing the registration fee only.  Pursuant
  to Rule 457(h) under the Securities Act of 1933, the Proposed Maximum Aggregate
  Offering Price Per Share is based upon:  (i) with respect to the Plan Shares,
  the actual price at which the options may be exercised; (ii) with respect to
  the Director Plan Shares, the actual price at which the options may be
  exercised, as set forth in the Director Letters; and (iii) with respect to the
  Management Option Shares, the actual price at which the options may be
  exercised, as set forth in the Management Options.
  
                                       PART I
  ITEM 1.  PLAN INFORMATION.
  
                   Not required to be filed with this Registration Statement.
  
  ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
                   Not required to be filed with this Registration Statement.
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
                   The following documents are incorporated by reference in this
  Registration Statement:
  
                   (a)  The Company's Annual Report on Form 10-K (File No.
  000-21570) for the year ended December 31, 1996, filed pursuant to Section
  13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
  which contains audited financial statements for the year ended December 31,
  1996.
  
                   (b)  The Annual Report of Chancellor Broadcasting Company
  ("Chancellor Broadcasting") on Form 10-K (File No. 000-27726) for the year
  ended December 31, 1996, as amended on Form 10-K/A, filed pursuant to Section
  13(a) of the Exchange Act, which contains audited financial statements for the
  year ended December 31, 1996.
  
                   (c)  The Annual Report of Chancellor Radio Broadcasting
  Company on Form 10-K (File No. 33-80534) for the year ended December 31, 1996,
  as amended on Form 10-K/A, filed pursuant to Section 13(a) of the
  3
  Exchange Act, which contains audited financial statements for the year ended
  December 31, 1996.
  
                   (d)  All other reports filed by the Company pursuant to
  Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year
  covered by the Annual Report referred to in (a) above.
  
                   (e)  The description of the Company's Common Stock contained
  in the sections entitled "Description of the Surviving Corporation Capital
  Stock -- Common Stock" and "General Comparison of Stockholders' Rights" of the
  Joint Proxy Statement/Prospectus of the Company and Chancellor Broadcasting
  contained in the Company's Registration Statement on Form S-4 filed with the
  Commission on August 1, 1997 (File No. 333-32677).
  
                   All documents subsequently filed by the Company pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
  Registration Statement and prior to the filing of a post-effective amendment
  which indicates that all securities offered have been sold or which deregisters
  all securities then remaining unsold are incorporated by reference in this
  Registration Statement and are a part hereof from the date of filing of such
  documents. Any statement contained in a document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes of this Registration Statement to the extent that a statement
  contained herein or in any other subsequently filed document which also is
  deemed to be incorporated by reference herein modifies or supersedes such
  statement. Any such statement so modified or superseded shall not be deemed,
  except as so modified or superseded, to constitute a part of this Registration
  Statement.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
                   Not required to be filed with this Registration Statement.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
                   Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
                   Section 145 of the Delaware General Corporation Law empowers a
  Delaware corporation to indemnify any person who is, or is threatened to be
  made, a party to any threatened, pending or completed action, suit or
  proceeding, whether civil, criminal administrative or investigative (other than
  an action by or in the right of such corporation) by reason of the fact that
  such person is or was an officer or director of such corporation, or is or was
  serving at the request of such corporation as a director, officer, employee or
  agent of another corporation or enterprise.  The indemnity may include expenses
  (including attorneys' fees), judgments, fines and amounts paid in settlement
  actually and reasonably incurred by such person in connection with such action,
  suit or proceeding, provided that he acted in good faith and in a manner he
  reasonably believed to be in or not opposed to the best interest of the
  corporation, and, with respect to any criminal action or proceeding, had no
  reasonable cause to believe his conduct was unlawful.  A Delaware corporation
  may indemnify officers and directors in an action by or in the right of the
  corporation under the same conditions, except that no indemnification is
  permitted without judicial approval if the officer or director is adjudged to
  be liable for negligence or misconduct in the performance of his duty to the
  corporation.  Where an officer or director is successful on the merits or
  otherwise in the defense of any action referred to above, the corporation must
  indemnify him against the expenses which he actually and reasonably incurred in
  connection therewith.
  
                   The Amended and Restated Certificate of Incorporation of the
  Company ("Amended and Restated Certificate of Incorporation") provides that the
  Company shall indemnify any Person who was, is, or is threatened to be made a
  party to a proceeding (as hereinafter defined) by reason of the fact that he or
  she (i) is or was a director, officer, employee or agent of the Company, or
  (ii) is or was serving at the request of the Company as a director, officer,
  partner, venturer, proprietor, trustee, employee, agent, or similar functionary
  of another foreign or domestic Company, partnership, joint venture, sole
  proprietorship, trust, employee benefit plan, or other enterprise, to the
  4
  fullest extent permitted under the General   Law of the State of Delaware, as
  the same exists or may hereafter be amended.  Such right shall be a contract
  right and as such shall run to the benefit of any director or officer who is
  elected and accepts the position of director or officer of the Company or
  elects to continue to serve as a director or officer of the Company while the
  Article Ninth of the Amended and Restated Certificate of Incorporation is in
  effect.  Any repeal or amendment of the Article Ninth of the Amended and
  Restated Certificate of Incorporation shall be prospective only and shall not
  limit the rights of any such director or officer or the obligations of the
  Company with respect to any claim arising from or related to the services of
  such director or officer in any of the foregoing capacities prior to any such
  repeal or amendment to the Article Ninth of the Amended and Restated
  Certificate of Incorporation.  Such right shall include the right to be paid by
  the Company expenses incurred in investigating or defending any such proceeding
  in advance of its final disposition to the maximum extent permitted under the
  General Corporation Law of the State of Delaware, as the same exists or may
  hereafter be amended.  To the extent that a director, officer, employee or
  agent of the Company shall be successful on the merits or otherwise in defense
  of any proceeding, or in defense of any claim, issue, or matter therein, he or
  she shall be indemnified against expenses (including attorneys' fees) actually
  and reasonably incurred by him in connection therewith.  If a claim for
  indemnification or advancement of expenses hereunder is not paid in full by the
  Company within sixty (60) days after a written claim has been received by the
  Company, the claimant may at any time thereafter bring suit against the Company
  to recover the unpaid amount of the claim, and if successful in whole or in
  part, the claimant shall also be entitled to be paid the expenses of
  prosecuting such claim.  It shall be a defense to any such action that such
  indemnification or advancement of costs of defense is not permitted under the
  General Corporation Law of the State of Delaware, but the burden of proving
  such defense shall be on the Company.  None of (i) the failure of the Company
  (including its board of directors or any committee thereof, independent legal
  counsel, or stockholders) to have made its determination prior to the
  commencement of such action that indemnification of, or advancement of costs of
  defense to, the claimant is permissible in the circumstances, (ii) an actual
  determination by the Company (including its board of directors or any committee
  thereof, independent legal counsel, or stockholders) that such indemnification
  or advancement is not permissible, or (iii) the termination of any proceeding
  by judgment, order, settlement, conviction, or upon a plea of nolo contendere
  or its equivalent, shall be a defense to the action or create a presumption
  that such indemnification or advancement is not permissible.  In the event of
  the death of any Person having a right of indemnification under the foregoing
  provisions, such right shall inure to the benefit of his or her heirs,
  executors, administrators, and personal representatives.  The rights conferred
  above shall not be exclusive of any other right which any Person may have or
  hereafter acquire under any statute, bylaw, resolution of stockholders or
  directors, agreement, or otherwise.
  
                   The Company may additionally indemnify any employee or agent
  of the Company to the fullest extent permitted by law.
  
                   Without limiting the generality of the foregoing, to the
  extent permitted by then applicable law, the grant of mandatory indemnification
  pursuant to the Article Ninth of the Amended and Restated Certificate of
  Incorporation shall extend to proceedings involving the negligence of such
  Person.
  
                   The Amended and Restated Certificate of Incorporation also
  provides that the Board of Directors may authorize, by a vote of a majority of
  a quorum of the Board of Directors, the Company to purchase and maintain
  insurance on behalf of any person who is or was a director, officer, employee
  or agent of the Company, or is or was serving at the request of the Company as
  a director, officer, partner, venturer, proprietor, trustee, employee, agent or
  similar functionary of another foreign or domestic Company, partnership, joint
  venture, sole proprietorship, trust, employee benefit plan, or other enterprise
  against any liability asserted against him or her and incurred by him or her in
  any such capacity, or arising out of his or her status as such, whether or not
  the Company would have the power to indemnify him or her against such liability
  under the provisions of the Article Ninth of the Amended and Restated
  Certificate of Incorporation.
  
                   The term "proceeding" means any threatened, pending, or
  completed action, suit, or proceeding, whether civil, criminal, administrative,
  arbitrative, or investigative, any appeal in such an action, suit, or
  proceeding, and any inquiry or investigation that could lead to such an action,
  suit, or proceeding.
  5
                   The Amended and Restated Certificate of Incorporation also
  provides that a director of the Company shall not be personally liable to the
  Company or its stockholders for monetary damages for breach of fiduciary duty
  as a director, except for liability (i) for any breach of the director's duty
  of loyalty to the Company or its stockholders, (ii) for acts or omissions not
  in good faith or which involve intentional misconduct or knowing violation of
  law, (iii) under Section 174 of the General Corporation Law of the State of
  Delaware, or (iv) for any transaction from which the director derived an
  improper personal benefit.  Any repeal or amendment of the Article Tenth of the
  Amended and Restated Certificate of Incorporation by the stockholders of the
  Company shall be prospective only, and shall not adversely affect any
  limitation on the personal liability of a director of the Company arising from
  an act or omission occurring prior to the time of such repeal or amendment.  In
  addition to the circumstances in which a director of the Company is not
  personally liable as set forth in the Article Tenth of the Amended and Restated
  Certificate of Incorporation, a director shall not be liable to the Company or
  its stockholders to such further extent as permitted by any law hereafter
  enacted, including without limitation any subsequent amendment to the General
  Corporation Law of the State of Delaware.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
                   Not applicable.
  
  ITEM 8.  EXHIBITS.
  
                    4.20  Amended and Restated Certificate of Incorporation of
  Chancellor Media Corporation (incorporated by reference to Exhibit 2.3 to the
  Company's Registration Statement on Form 8-A, filed on September 3, 1997).
  
                    4.21  Amended and Restated Bylaws of Chancellor Media
  Corporation (incorporated by reference to Exhibit 2.4 to the Company's
  Registration Statement on Form 8-A, filed on September 3, 1997).
  
                   *4.22  Chancellor Broadcasting Company Stock Award Plan.
  
                   *4.23  Chancellor Holdings Corp. 1994 Director Stock Option
  Plan.
  
                   *4.24  Stock Option Grant Letter dated September 30, 1995 from
  Chancellor Corporation to Steven Dinetz.
  
                   *4.25  Stock Option Grant Letter dated September 30, 1995 from
  Chancellor Corporation to Eric W.  Neumann.
  
                   *4.26  Stock Option Grant Letter dated September 30, 1995 from
  Chancellor Corporation to Marvin Dinetz.
  
                   *4.27  Stock Option Grant Letter dated February 14, 1997 from
  Chancellor Broadcasting Company to Carl E. Hirsch.
  
                   *5.1  Opinion of Latham & Watkins.
  
                   *23.1  Consent of Latham & Watkins (included as part of their
  opinion listed as Exhibit 5.1).
  
                   *23.2  Consent of KPMG Peat Marwick LLP, independent
  accountants.
  
                   *23.3  Consent of KPMG Peat Marwick LLP, independent
  accountants.
  
                   *23.4  Consent of Price Waterhouse LLP, independent
  accountants.
  
                   *23.5  Consent of Arthur Andersen LLP, independent
  accountants.
  
                   *23.6  Consent of Coopers & Lybrand L.L.P., independent
  accountants.
  6
                   *23.7  Consent of Coopers & Lybrand L.L.P., independent
  accountants.
  
                   *23.8  Consent of Coopers & Lybrand L.L.P., independent
  accountants.
  
                   *23.9  Consent of Price Waterhouse LLP, independent
  accountants.
  
                   *24.1 Power of Attorney (page 7).
  
                   *        Filed herewith.
  
  ITEM 9.  UNDERTAKINGS.
  
                   The Company hereby agrees to furnish supplementally a copy of
  any omitted schedule or exhibit to the Commission upon request.
  
                   (a)      The Company hereby undertakes:
  
                            (1)     To file, during any period in which offers or
                                    sales are being made, a post-effective
                                    amendment to this Registration Statement to
                                    include any material information with respect
                                    to the plan of distribution not previously
                                    disclosed in this Registration Statement or
                                    any material change to such information in
                                    this Registration Statement.
  
                            (2)     That, for the purpose of determining any
                                    liability under the Securities Act, each such
                                    post-effective amendment shall be deemed to
                                    be a new registration statement relating to
                                    the securities offered therein, and the
                                    offering of such securities at that time
                                    shall be deemed to be the initial bona fide
                                    offering thereof.
  
                            (3)     To remove from registration by means of a
                                    post-effective amendment any of the
                                    securities being registered which remain
                                    unsold at the termination of the offering.
  
                   The Company hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the
  Company's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act
  that is incorporated by reference in this Registration Statement shall be
  deemed to be a new registration statement relating to the securities offered
  therein, and the offering of such securities at that time shall be deemed to be
  the initial bona fide offering thereof.
  
                   Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the Registrant pursuant to the foregoing provisions, or otherwise,
  the Registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the Securities Act of 1933 and is, therefore, unenforceable.  In the event
  that a claim for indemnification against such liabilities (other than the
  payment by the Registrant of expenses incurred or paid by a director, officer
  or controlling person of the Registrant in the successful defense of any
  action, suit or proceeding) is asserted by such director, officer or
  controlling person in connection with the securities being registered, the
  Registrant will, unless in the opinion of its counsel the matter has been
  settled by controlling precedent, submit to a court of appropriate jurisdiction
  the question whether such indemnification by it is against public policy as
  expressed in the Securities Act of 1933 and will be governed by the final
  adjudication of such issue.
  7
                                     SIGNATURES
  
                   Pursuant to the requirements of the Securities Act of 1933,
  the Registrant certifies that it has reasonable grounds to believe that it
  meets all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Dallas, State of Texas, on this 5th day of
  September, 1997.
  
                          CHANCELLOR MEDIA CORPORATION
  
                                      By:    /s/  Matthew E. Devine               
                                         -----------------------------------------
                                             Matthew E. Devine
                                             Chief Financial Officer and Secretary
  
                   Each person whose signature to this Registration Statement
  appears below hereby appoints each of Scott K. Ginsburg and Matthew E. Devine
  as his attorney-in-fact to sign on his behalf individually and in the capacity
  stated below and to file all post-effective amendments to this Registration
  Statement, which amendments may make such changes in and additions to this
  Registration Statement as such attorney-in-fact may deem necessary or
  appropriate.
  
                   Pursuant to the requirements of the Securities Act of 1933,
  this Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  Signature                               Title                                 Date
               ---------                               -----                                 ----
  /s/  Scott K. Ginsburg                    Chief Executive Officer and Director       September 5, 1997
  - ----------------------------------        (Principal Executive Officer of the                         
  Scott K. Ginsburg                                 Registrant)                     
                                                                          
  /s/  Matthew E. Devine                      Chief Financial Officer                  September 5, 1997
  - ----------------------------------          (Principal Financial and                                  
  Matthew E. Devine                          Accounting Officer of the 
                                                    Registrant)        
                                                                       
  /s/  Thomas O. Hicks                   Chairman of the Board and Director            September 5, 1997
  - ----------------------------------                                                                    
  Thomas O. Hicks
  
  /s/  Lawrence D. Stuart, Jr.                        Director                         September 5, 1997
  - ----------------------------------                                                                    
  Lawrence D. Stuart, Jr.
  
  /s/  Eric C. Neuman                                 Director                         September 5, 1997
  - ----------------------------------                                                                    
  Eric C. Neuman
  
  /s/  John H. Massey                                 Director                         September 5, 1997
  - ----------------------------------                                                                    
  John H. Massey
  
  /s/  Jeffrey A. Marcus                              Director                         September 5, 1997
  - ----------------------------------                                                                    
  Jeffrey A. Marcus
  
  /s/  Thomas J. Hodson                               Director                         September 5, 1997
  - ----------------------------------                                                                    
  Thomas J. Hodson
  
  /s/  James E. de Castro                             Director                         September 5, 1997
  - ----------------------------------                                                                    
  James E. de Castro
  
  /s/  Steven Dinetz                                  Director                         September 5, 1997
  - ----------------------------------                                                                    
  Steven Dinetz
  
  /s/  Perry J. Lewis                                 Director                         September 5, 1997
  - ----------------------------------                                                                    
  Perry J. Lewis
  8
                                  EXHIBIT INDEX
  Sequentially
  Exhibit                                                                                        Numbered
  No.          Description                                                                       Page     
  - ---------    -----------                                                                       ------------
  4.20         Amended  and   Restated  Certificate  of  Incorporation   of  Chancellor  Media
               Corporation  (incorporated  by  reference  to  Exhibit  2.3  to  the  Company's
               Registration Statement on Form 8-A, filed on September 3, 1997).
               
  4.21         Amended and  Restated Bylaws of  Chancellor Media  Corporation (incorporated by
               reference to  Exhibit to  the  Company's Registration  Statement on  Form  8-A,
               filed on September 3, 1997).
               
  *4.22        Chancellor Broadcasting Company Stock Award Plan.
               
  *4.23        Chancellor Holdings Corp. 1994 Director Stock Option Plan.
               
  *4.24        Stock Option Grant Letter dated September 30, 1995 to Steven Dinetz.
               
  *4.25        Stock Option Grant Letter dated September 30, 1995 to Eric W. Neumann.
               
  *4.26        Stock Option Grant Letter dated September 30, 1995 to Marvin Dinetz.
               
  *4.27        Stock Option Grant Letter dated February 14, 1997 to Carl E. Hirsch.
               
  *5.1         Opinion of Latham & Watkins.
               
  *23.1        Consent  of  Latham &  Watkins (included  as  part of  their opinion  listed as
               Exhibit 5.1).
               
  *23.2        Consent of KPMG Peat Marwick LLP, independent accountants.
               
  *23.3        Consent of KPMG Peat Marwick LLP, independent accountants.
               
  *23.4        Consent of Price Waterhouse LLP, independent accountants.
               
  *23.5        Consent of Arthur Andersen LLP, independent accountants.
               
  *23.6        Consent of Coopers & Lybrand L.L.P., independent accountants.
               
  *23.7        Consent of Coopers & Lybrand L.L.P., independent accountants.
               
  *23.8        Consent of Coopers & Lybrand L.L.P., independent accountants.
               
  *23.9        Consent of Price Waterhouse LLP, independent accountants.
               
  *24.1        Power of Attorney (page 7).
  *Filed herewith