8-K/A

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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



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                                   FORM 8-K/A
                                (AMENDMENT NO. 2)
                                 CURRENT REPORT

                         PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

        DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MARCH 30, 1998


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                       CAPSTAR BROADCASTING PARTNERS, INC.
             (Exact name of Registrant as specified in its charter)



          DELAWARE                    333-25683               75-2672663
      (State or other          (Commission File Number)   (I.R.S. Employer
jurisdiction of incorporation)                           Identification Number)

600 CONGRESS AVENUE
     SUITE 1400                                                78701
   AUSTIN, TEXAS                                            (Zip code)
(Address of principal
 executive offices)

       Registrant's telephone number, including area code: (512) 340-7800


                                 NOT APPLICABLE
          (Former name or former address, if changed since last report)

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         The registrant, Capstar Broadcasting Partners, Inc. ("Capstar
Partners"), hereby amends its Current Report on Form 8-K dated April 6, 1998, as
amended (the "Form 8-K"), as set forth herein.

ITEM 5. OTHER EVENTS.

         In a press release dated April 29, 1998, a copy of which is filed as
Exhibit 99.3 hereto, Capstar Radio Broadcasting Partners, Inc., a wholly-owned
subsidiary of Capstar Partners, announced the completion of its tender offer to
purchase for cash all of its outstanding 13 1/4% Senior Subordinated Notes due
2003 (the "Notes") and concurrent solicitation of consents to proposed
amendments to the indenture pursuant to which the Notes were issued.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

(c)      EXHIBITS.
             
         99.1*    --        Press release, dated March  30, 1998.
         99.2*    --        Press release, dated April 14, 1998.
         99.3     --        Press release, dated April 29, 1998.

        


         * Previously filed as an exhibit to the Form 8-K.


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                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                             CAPSTAR BROADCASTING PARTNERS, INC.
                             (Registrant)



                             By: /s/ WILLIAM S. BANOWSKY
                             ------------------------------------------
                             Name:  William S. Banowsky, Jr.
                             Title: Executive Vice President and General Counsel


Date:  May 8, 1998





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                                  EXHIBIT INDEX




 EXHIBIT 
 NUMBER                       EXHIBIT TITLE
 ------                       -------------
                     
         99.1*    --        Press release, dated March  30, 1998.
         99.2*    --        Press release, dated April 14, 1998.
         99.3     --        Press release, dated April 29, 1998.

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*  Previously filed as an exhibit to the Form 8-K.

EX-99.3

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                                                                  EXHIBIT 99.3



CAPSTAR RADIO BROADCASTING PARTNERS COMPLETES
TENDER OFFER FOR SENIOR SUBORDINATED NOTES

         AUSTIN, TEXAS, APRIL 29, 1998 -- Capstar Radio Broadcasting Partners,
Inc. ("Capstar Radio"), a subsidiary of Capstar Broadcasting Partners, Inc.,
announced today that it has completed its offer to purchase its 13 1/4% Senior
Subordinated Notes due 2003 (the "Notes"). The company's cash tender offer and
related consent solicitation, which commenced on March 30, 1998, expired at 5:00
p.m., New York City time, on Monday, April 27, 1998 (the "Expiration Date").

         As of the Expiration Date, $76,808,000 aggregate principal amount of
the Notes representing 100% of the outstanding Notes had been validly tendered
and not withdrawn. All Notes validly tendered with respect to the tender offer
prior to expiration were accepted for payment. In addition, the Company received
the requisite consents to the proposed amendments to the Indenture pursuant to
which the Notes were issued.

         BT Alex. Brown Incorporated served as the Dealer Manager for the tender
offer and the consent solicitation.

         Capstar Radio is the largest radio broadcaster in the United States
operating primarily in mid-sized markets. Since its first acquisition in October
1996, Capstar Radio has assembled, on a pro forma basis after giving effect to
pending transactions, a nationwide portfolio of 300 owned and operated or
programmed stations in 75 mid-sized markets.


For more information contact:


         Lisa Dollinger
         Capstar Radio Broadcasting Partners, Inc.
         600 Congress Avenue, Suite 1400
         Austin, Texas
         Telephone No. (512) 340-7800