8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): November 24, 2010

CITADEL BROADCASTING CORPORATION

(Exact Name of Registrant as Specified in its Charter)

DELAWARE	001-31740	51-0405729
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

City Center West, Suite 400

7201 West Lake Mead Blvd.

Las Vegas, Nevada 89128

(Address of Principal executive offices, including Zip Code)

(702) 804-5200

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 7.01 Regulation FD Disclosure.

On November 24, 2010, Citadel Broadcasting Corporation announced that it intends to offer up to $500 million of senior unsecured notes and enter into a new credit facility. A copy of the press release is being furnished as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press release dated November 24, 2010.

2

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 hereunto duly authorized.

	CITADEL BROADCASTING CORPORATION
Date: November 24, 2010	By:	/S/    RANDY L. TAYLOR
	Name:	Randy L. Taylor
	Title:	Senior Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

Citadel Broadcasting Announces Proposed Offering of

$500,000,000 of Senior Notes

Las Vegas, Nevada, November 24, 2010 - Citadel Broadcasting Corporation (“Citadel”) announced today that it intends to commence an offering (the “Offering”) of $500 million in aggregate principal amount of senior notes due 2018 (the “Notes”). The Notes will be senior unsecured obligations of Citadel and will be guaranteed by certain of Citadel’s existing and future wholly-owned U.S. subsidiaries.

Citadel expects that the proceeds from the Offering will be used to pay down debt under Citadel’s current credit facility. Concurrently with the Offering, Citadel intends to enter into a new credit facility.

The Notes and the related guarantees will be offered in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States pursuant to Regulation S under the Securities Act. The Notes and the related guarantees have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This notice is issued pursuant to Rule 135c of the Securities Act, and does not constitute an offer to sell the Notes, nor a solicitation for an offer to purchase the Notes.

Forward-Looking Statements

This press release, as well as other statements made by Citadel may contain forward-looking statements within the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 that reflect, when made, Citadel’s current views with respect to current events and financial performance. Such forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to Citadel’s operations and business environment, which may cause the actual results of Citadel to be materially different from any future results, express or implied, by such forward-looking statements. These risks and uncertainties include, but are not limited to, (i) our ability to consummate the notes offering and enter into the credit facility on terms satisfactory to us or at all; (ii) our ability to satisfy the respective closing conditions for the notes offering and the credit facility; (iii) general economic or business conditions affecting the radio broadcasting industry being less favorable than expected; (iv) changes in the financial markets; (v) fluctuations in interest rates; and (vi) those matters discussed under the captions “Forward-Looking Statements” and “Risk Factors” in Citadel Broadcasting Corporation’s Annual Report on Form 10-K for the year ended December 31, 2009 and its Quarterly Report on Form 10-Q for the third quarter of 2010, filed with the SEC on November 15, 2010.

Contact

Patricia Stratford

Citadel Broadcasting Corporation

(212) 887-1670