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):  March 26, 2008

CLEAR CHANNEL COMMUNICATIONS, INC.

(Exact Name of Registrant as Specified in its Charter)

Texas
(State or Other Jurisdiction of Incorporation)

001-09645	74-1787539
(Commission File Number)	(IRS Employer Identification No.)

200 East Basse Road
San Antonio, Texas 78209
(Address of Principal Executive Offices, Including Zip Code)

210-822-2828
(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:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))

INFORMATION TO BE INCLUDED IN THIS REPORT

Item 8.01 Other Events.

     On March 26, 2008, Clear Channel Communications, Inc. (the “Company”) issued a press release, a copy of which is furnished as Exhibit 99.1, announcing that the Company, joined by CC Media Holdings, Inc., a corporation formed by private equity funds sponsored by Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P. (the “Sponsors”), filed a cause of action for tortious interference against Citigroup Global Markets, Inc., Citicorp USA, Inc., Citicorp North America, Inc., Morgan Stanley Senior Funding, Inc., Credit Suisse Securities USA, LLC, RBS Securities Corporation, Wachovia Investment Holdings, LLC, Wachovia Capital Markets, LLC and Deutsche Bank Securities Inc. (the “Banks”) who had committed to finance the debt to be issued in connection with the previously announced acquisition of the Company by CC Media Holdings, Inc. (the “Merger”).

     On March 27, 2008, the Company issued a press release, a copy of which is furnished as Exhibit 99.2, announcing that in connection with the cause of action disclosed above a temporary restraining order had been issued by the District Court of Bexar County, Texas, ordering that the Banks, among other things, must not “interfere with or thwart consummation of the Merger Agreement” by refusing to fund the Merger. A hearing to determine whether the temporary restraining order should be made a temporary injunction pending a full trial on the merits is scheduled for April 8, 2008.

     The Company previously announced that it anticipated that the closing of the Merger would occur on or before March 31, 2008. Representatives of the Company and the Sponsors met on March 27, 2008, at a time previously noticed by the Sponsors to the Company and the Banks for a closing of the merger. At that meeting, each of the Company and the Sponsors confirmed that they were ready, willing and able to consummate the Merger and that each of the Sponsors was prepared to fund their respective equity commitments. The Company and the Sponsors further confirmed that all of the conditions to the closing of the Merger under the merger agreement had been satisfied. The Sponsors informed the Company, however, that they would not be able to consummate the merger at that time due to the failure of the Banks to provide the required financing in accordance with the Banks’ binding commitments. Representatives of the Banks failed to attend the previously noticed meeting. The Company continues to be ready, willing and able to consumate the Merger under the merger agreement, which remains in effect. The Company is unable, however, to estimate a closing date at this time and cautions the markets that a closing may not occur.

Item 9.01 Financial Statements And Exhibits.

99.1	Press Release of Clear Channel Communications, Inc. issued March 26, 2008.
99.2	Press Release of Clear Channel Communications, Inc. issued March 27, 2008.

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.

	CLEAR CHANNEL COMMUNICATIONS, INC.
Date: March 27, 2008	By:	/s/ Herbert W. Hill
		Herbert W. Hill,
		SVP Chief Accounting Officer

INDEX TO EXHIBITS

99.1	Press Release of Clear Channel Communications, Inc. issued March 26, 2008.
99.2	Press Release of Clear Channel Communications, Inc. issued March 27, 2008.

EX-99.1

Exhibit 99.1

Clear Channel Communications Sues Banks for Tortious Interference with Merger

Company Asks For Injunction or Damages Substantially
Exceeding $26 Billion Merger Price

SAN ANTONIO — March 26, 2008 — Clear Channel Communications, Inc., joined by CC Media Holdings, Inc., a unit of Thomas H. Lee Partners, L.P. and Bain Capital Partners, LLC, today sued the banks who had committed to financing the debt connected to their $26 billion merger for tortious interference. The lawsuit, filed in Bexar Country, Texas, alleges that the banks are “refusing to execute necessary documents in an overt effort to ‘run out the clock’ and cause [their] merger agreement to collapse” and are “fabricating false reasons to refuse to proceed with the transaction — all in an effort to deprive Plaintiffs’ of their vested contractual rights under the Merger Agreement which Defendants know must close by June 12, 2008.”

Adding that the opportunity for CC Media Holdings to acquire Clear Channel is “uniquely valuable and irreplaceable”, the suit further claims that the banks’ recent actions create “immeasurable damages exceeding the parties’ agreement for $26 billion”.

The defendants are Citigroup, Morgan Stanley, Credit Suisse, RBS, Wachovia, and Deutsche Bank.

“The financial risk to the banks in this suit dwarfs any risk they think they have in funding the debt,” said Mark Mays, CEO of Clear Channel Communications. “The behavior of these banks is irresponsible, unprofessional and unjustified. The Defendants have made clear that they are determined, by any means possible, to destroy the merger and thus avoid their obligation to fund, as they are required legally to do.”

Bain Capital and THL Partners issued the following joint statement: “We want to do this deal. We are ready to close, have funded the equity portion of the purchase consideration, maintain our enthusiasm for the investment, and are fully prepared to fulfill our contractual obligations to complete the deal.”

About Clear Channel Communications

Clear Channel Communications, Inc. (NYSE:CCU) is a global media and entertainment company specializing in mobile and on-demand entertainment and information services for local communities and premiere opportunities for advertisers. Based in San Antonio, Texas, the company’s businesses include radio, television and outdoor displays. More information is available at www.clearchannel.com.

Contacts:

Lisa Dollinger (media)
Clear Channel Communications
(210) 822-2828
lisadollinger@clearchannel.com

Michele Clarke (media)
Brainerd Communicators
(212) 986-6667
clarke@braincomm.com

Randy Palmer (investors)
Clear Channel Communications
(210) 822-2828

— ### —

EX-99.2

Exhibit 99.2

Clear Channel Communications Comments
On Temporary Restraining Order Granted
In Merger Case By Texas Judge

SAN ANTONIO — March 27, 2008 — Clear Channel Communications released the following statement regarding a temporary restraining order granted in its favor last night by a Texas judge:

We commend Presiding District Court Judge John D. Gabriel of Bexar County, Texas for awarding a Temporary Restraining Order in favor of Clear Channel Wednesday evening. Judge Gabriel carefully considered the claims made in our lawsuit, and clearly recognized the importance of the Banks’ agreement and duty to provide debt financing to the Merger of the Company with CC Media Holdings, Inc. He found in favor of Clear Channel’s claim that irreparable harm would result if the Banks were not immediately enjoined from tortiously interfering with the Merger Agreement.

Accordingly, Judge Gabriel ordered that the Banks, among other things, must not “interfere with or thwart consummation of the Merger Agreement” by 1) refusing to fund the Merger transaction, 2) insisting on terms that are inconsistent with the Commitment Letter, or 3) refusing to act in good faith in the drafting of definitive loan documents.

We are pleased that the Banks and the Purchasers will now be able to move quickly to complete the loan documents and fund the Merger.

About Clear Channel Communications

Clear Channel Communications, Inc. (NYSE:CCU) is a global media and entertainment company specializing in mobile and on-demand entertainment and information services for local communities and premiere opportunities for advertisers. Based in San Antonio, Texas, the company’s businesses include radio, television and outdoor displays. More information is available at www.clearchannel.com.

CONTACT:

Clear Channel Communications
Lisa Dollinger (media), 210-822-2828
lisadollinger@clearchannel.com
or
Brainerd Communicators
Michele Clarke (media), 212-986-6667
clarke@braincomm.com
or
Clear Channel Communications
Randy Palmer (investors), 210-822-2828