SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MAYS RANDALL THOMAS

(Last)

(First)

(Middle)

C/O CLEAR CHANNEL COMMUNICATIONS, INC.

200 EAST BASSE ROAD

(Street)

SAN ANTONIO

78209

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CLEAR CHANNEL COMMUNICATIONS INC [ CCU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President/CFO

3. Date of Earliest Transaction (Month/Day/Year)
07/30/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/30/2008		D		340,000	D	⁽¹⁾	0	D
Common Stock	07/30/2008		D		45,000	D	⁽¹⁾	0	I	By Ralph Maddox Family Trust
Common Stock	07/30/2008		D		98,571	D	⁽¹⁾	0	I	By Mays 2002 Grandchildren's Trust
Common Stock	07/30/2008		D		11,241	D	⁽¹⁾	0	I	By Grace Mays Trust
Common Stock	07/30/2008		D		7,905	D	⁽¹⁾	0	I	By Lowry Thomas Mays Trust
Common Stock	07/30/2008		D		4,797	D	⁽¹⁾	0	I	By Margot Yvonne Mays Trust
Common Stock	07/30/2008		D		714	D	⁽¹⁾	0	I	By Nicole Randall Mays Trust
Common Stock	07/30/2008		D		191,289	D	⁽¹⁾	0	I	By Randall T. Mays 2006 CCU GRAT #1
Common Stock	07/30/2008		D		619,761	D	⁽¹⁾	0	I	By RTM Partners, Ltd.
Common Stock	07/30/2008		D		527,457	D	⁽¹⁾	0	I	By LLM Partners

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Options (right to buy)	$42.6338	07/30/2008		D			156,671	12/31/2004	02/19/2009	Common Stock	156,671	⁽²⁾	0	D
Common Stock Options (right to buy)	$63.7879	07/30/2008		D			78,335	02/28/2005	02/28/2010	Common Stock	78,335	⁽²⁾	0	D
Common Stock Options (right to buy)	$55.5398	07/30/2008		D			261,118	02/12/2006	02/12/2011	Common Stock	261,118	⁽²⁾	0	D
Common Stock Options (right to buy)	$44.3093	07/30/2008		D			261,119	12/14/2006	02/14/2011	Common Stock	261,119	⁽²⁾	0	D
Common Stock Options (right to buy)	$35.0606	07/30/2008		D			235,006	02/19/2008	02/19/2013	Common Stock	235,006	⁽³⁾	0	D
Common Stock Options (right to buy)	$30.3107	07/30/2008		D			217,684	01/12/2010	01/12/2015	Common Stock	217,684	⁽³⁾	0	D
Common Stock Options (right to buy)	$32.8777	07/30/2008		D			47,001	02/16/2010	02/16/2015	Common Stock	47,001	⁽³⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to merger agreement (the "Merger Agreement") between Clear Channel Communications, Inc. and BT Triple Crown Merger Co., Inc. ("MergerCo"), B Triple Crown Finco, LLC, T Triple Crown Finco, LLC and CC Media Holdings, Inc. ("CC Media"), as amended in exchange for, on a per share basis, either a cash payment of $36.00 or one share of CC Media Class A Common Stock ("Class A Stock").

2. These options were canceled in connection with the merger of the issuer and MergerCo.

3. These options were exchanged in connection with the merger for options to purchase shares of Class A Stock.

	/s/ Randall T. Mays	07/30/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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