8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K


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



       Date of report (Date of earliest event reported): July 20, 2000


                          ENTERCOM COMMUNICATIONS CORP.
             (Exact name of registrant as specified in its charter)


        PENNSYLVANIA              001-14461              23-1701044
       (State or Other           (Commission           (IRS Employer
       Jurisdiction of           File Number)       Identification No.)
       Incorporation)



       401 City Avenue, Suite 409, Bala Cynwyd, Pennsylvania      19004
       (Address of Principal Executive Offices)              (Zip Code)


       Registrant's telephone number, including area code: (610) 660-5610



          (Former Name or Former Address, if Changed Since Last Report)
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ITEM 2.  ACQUISITION OF ASSETS.

         On July 20, 2000, Entercom Communications Corp., a Pennsylvania
corporation ("Entercom") announced the completion of its previously announced
acquisition of four radio stations in the Kansas City radio market (KCFX-FM,
KCIY-FM, KQRC-FM and KXTR-FM) from Sinclair Broadcast Group, Inc. for $126.6
million (the "Sinclair Kansas City Acquisition") and the simultaneous sale of
three radio stations in the Kansas City radio market (KCFX-FM, KCMO-AM and
KCMO-FM) to Susquehanna Radio Corp. for $113.0 million (the "Susquehanna Sale").
Entercom has previously announced that regulatory requirements would require it
to divest three radio stations in the Kansas City radio market, where it already
owned seven stations prior to the Sinclair Kansas City Acquisition.

         The purchase price of $126.6 million paid by Entercom was determined
through arm's length negotiations between unrelated parties and was financed
through borrowings under Entercom's senior credit agreement with a syndicate of
banks, including Banc of America, N.A. and Key Corporate Capital Inc. and
through the proceeds of the Susquehanna Sale.


ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

         (a)      Financial Statements

                  Financial Statements are not required pursuant to Rule 3-05(b)
                  of Regulation S-X of the Securities Act of 1933, as amended.

         (b)      Pro Forma Financial Information

                  Pro Forma financial information is not required pursuant to
                  Rule 11-01 of Regulation S-X of the Securities Act of 1933, as
                  amended.


         (c)      Exhibits

                  2.07     Asset Purchase Agreement, dated as of May 11, 2000,
                           among Entercom, Entercom Kansas City, LLC, Entercom
                           Kansas City License, LLC and Susquehanna Radio Corp.
                           (See table of contents for list of omitted schedules
                           and exhibits, which Entercom hereby agrees to furnish
                           supplementally to the Securities and Exchange
                           Commission upon request.*

                  99.1     Press Release (1)





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 *  Previously filed.

(1) Filed herewith.
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SIGNATURE

         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 hereunto duly authorized.

                                        ENTERCOM COMMUNICATIONS CORP.



Date: August 3, 2000                     By: /s/ David J. Field
                                              ---------------------------------
                                                  David J. Field, President and
                                                  Chief Operating Officer

EX-99.1

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                                                                    EXHIBIT 99.1




     [ENTERCOM LETTERHEAD]



     FOR IMMEDIATE RELEASE
     July 20, 2000

     ENTERCOM COMPLETES ACQUISITION AND DIVESTITURE OF RADIO STATIONS IN KANSAS
     CITY



(Bala Cynwyd, PA July 20, 2000) Entercom Communications Corp. (NYSE: ETM) today
announced the completion of its acquisition of four radio stations from Sinclair
Broadcast Group (KCFX-FM, KCIY-FM, KQRC-FM and KXTR-FM) for $126.6 million and
the simultaneous sale of three radio stations (KCFX-FM and KCMO-AM, KCMO-FM) in
Kansas City to Susquehanna Radio Corp. for $113 million. Federal regulations
required the Company to divest three stations in the Kansas City market, where
it already owned seven stations prior to the Sinclair acquisition. With this
transaction Entercom now owns eight stations in Kansas City and is the largest
radio station operator in the market.

Entercom President and COO David J. Field commented, "We are pleased to complete
this acquisition and realignment of our stations in Kansas City. With our
revamped and improved station line-up we are significantly enhancing our ability
to serve the needs of our listeners and advertisers."

Paul Leonard of Star Media Group was the broker on the transaction with
Susquehanna. Upon completion of announced transactions, Entercom will own or
operate 95 stations in 18 markets including Boston, Seattle, Portland,
Sacramento, Kansas City, Milwaukee, New Orleans, Memphis, Buffalo, Norfolk,
Greensboro, Rochester, Greenville/Spartanburg, Wilkes-Barre/Scranton, Wichita,
Madison, Gainesville/Ocala and Longview/Kelso, WA.



Contact:
Mr. Steve Fisher
Executive VP and Chief Financial Officer
(610) 660 5647