AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 13, 1996
                                                      REGISTRATION NO. 333-
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                           --------------------------
 
                                    FORM S-3
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
 
                           --------------------------
 
                          JACOR COMMUNICATIONS COMPANY
             (Exact name of registrant as specified in its charter)
 

                                             
           FLORIDA                                      59-2054850
 (STATE OR OTHER JURISDICTION                      (I.R.S. EMPLOYER
              OF                     AND ITS       IDENTIFICATION
INCORPORATION OR ORGANIZATION)     GUARANTORS      NUMBER)
JACOR COMMUNICATIONS, INC.                                         DELAWARE              31-0978313
JACOR BROADCASTING CORPORATION                                         OHIO              31-1363232
BROADCAST FINANCE, INC.                                                OHIO              31-1390698
JACOR BROADCASTING OF FLORIDA, INC.                                 FLORIDA              31-1102108
JACOR BROADCASTING OF ATLANTA, INC.                                 GEORGIA              31-1133504
JACOR BROADCASTING OF COLORADO, INC.                               COLORADO              31-1212116
JACOR BROADCASTING OF LEXINGTON, INC.                              KENTUCKY              31-1466604
JACOR BROADCASTING OF KNOXVILLE, INC.                              DELAWARE              31-1125479
JACOR BROADCASTING OF TAMPA BAY, INC.                               FLORIDA              31-1234979
JACOR CABLE, INC.                                                  KENTUCKY              31-1273897
GEORGIA NETWORK EQUIPMENT, INC.                                     GEORGIA              31-0317907
JACOR BROADCASTING OF SAN DIEGO, INC.                              DELAWARE              31-1440011
JACOR BROADCASTING OF ST. LOUIS, INC.                              MISSOURI              43-1735433
JACOR BROADCASTING OF SARASOTA, INC.                                FLORIDA              31-1468564
JACOR BROADCASTING OF IDAHO, INC.                                  DELAWARE                 PENDING
INMOBILIARIA RADIAL, S.A. DE C.V.                                    MEXICO          NOT APPLICABLE
JACOR BROADCASTING OF IOWA, INC.                                   DELAWARE                 PENDING
NOBLE BROADCAST GROUP, INC.                                        DELAWARE              33-0215206
NOBLE BROADCAST OF COLORADO, INC.                                CALIFORNIA              33-0250362
NOBLE BROADCAST OF SAN DIEGO, INC.                               CALIFORNIA              95-3230874
NOBLE BROADCAST OF ST. LOUIS, INC.                                 DELAWARE              33-0294761
NOBLE BROADCAST OF TOLEDO, INC.                                  CALIFORNIA              30-0200806
NOVA MARKETING GROUP, INC.                                       CALIFORNIA              33-0578898
NOBLE BROADCAST LICENSES, INC.                                   CALIFORNIA              34-1794221
NOBLE BROADCAST HOLDINGS, INC.                                     DELAWARE              33-0492627
SPORTS RADIO BROADCASTING, INC.                                  CALIFORNIA              33-0525378
NOBRO, S.C.                                                          MEXICO          NOT APPLICABLE
SPORTS RADIO, INC.                                               CALIFORNIA              95-4350343
NOBLE BROADCAST CENTER, INC.                                     CALIFORNIA              33-0189045
CITICASTERS CO.                                                        OHIO              31-1081002
GACC-N26LB, INC.                                                   DELAWARE              31-1231527
GACC-340, INC.                                                     DELAWARE              31-1251968
CINE GUARANTORS, INC.                                            CALIFORNIA              95-2677644
GREAT AMERICAN TELEVISION PRODUCTIONS, INC.                      CALIFORNIA              31-1019819
CINE GUARANTORS II, INC.                                         CALIFORNIA              95-2960196
GREAT AMERICAN MERCHANDISING GROUP, INC.                           NEW YORK              13-2658721
TAFT-TCI SATELLITE SERVICES, INC.                                  COLORADO              84-0863016
CINE FILMS, INC.                                                 CALIFORNIA              95-2945526
THE SY FISCHER COMPANY AGENCY, INC.                              CALIFORNIA              95-2792659
LOCATION PRODUCTIONS, INC.                                       CALIFORNIA              95-2556702
LOCATION PRODUCTIONS II, INC.                                    CALIFORNIA              95-2945537
VTTV PRODUCTIONS                                                 CALIFORNIA              31-0924795
F.M.I. PENNSYLVANIA, INC.                                      PENNSYLVANIA              59-1648738
WHOK, INC.                                                             OHIO              34-1092716
CINE MOBILE SYSTEMS INT'L. N.V.                                     ANTILLE          NOT APPLICABLE
CINE MOVIL S.A. DE C.V.                                              MEXICO          NOT APPLICABLE
CINE GUARANTORS II, LTD.                                             CANADA          NOT APPLICABLE
 
                                                             (STATE OR OTHER
                                                             JURISDICTION OF        (I.R.S. EMPLOYER
    (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS            INCORPORATION OR        IDENTIFICATION
CHARTER)                                                      ORGANIZATION)             NUMBER)
- -------------------------------------------------------  ------------------------  ------------------

 
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- --------------------------------------------------------------------------------
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                                1300 PNC CENTER
                             201 EAST FIFTH STREET
                             CINCINNATI, OHIO 45202
                                 (513) 621-1300
  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANTS' PRINCIPAL EXECUTIVE OFFICES)
 
                           --------------------------
 
                              R. CHRISTOPHER WEBER
                           JACOR COMMUNICATIONS, INC.
                                1300 PNC CENTER
                             201 EAST FIFTH STREET
                             CINCINNATI, OHIO 45202
                                 (513) 621-1300
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)
 
                           --------------------------
 
                          COPIES OF COMMUNICATIONS TO:
 

                              
  RICHARD G. SCHMALZL, ESQ.       GREGG A. NOEL,
   DOUGLAS D. ROBERTS, ESQ.            ESQ.
   GRAYDON, HEAD & RITCHEY        SKADDEN, ARPS,
   1900 FIFTH THIRD CENTER       SLATE, MEAGHER &
    CINCINNATI, OHIO 45202           FLOM LLP
        (513) 621-6464           300 SOUTH GRAND
                                  AVENUE, SUITE
                                       3400
                                   LOS ANGELES,
                                 CALIFORNIA 90071
                                  (213) 687-5000

 
                           --------------------------
 
    If  the  only securities  being registered  on this  Form are  being offered
pursuant to dividend or interest reinvestment plans, please check the  following
box. / /
 
    If  any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to  Rule 415 under the Securities Act  of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
 
    If  this Form  is filed  to register  additional securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration statement  number  of  the  earlier
effective registration statement for the same offering. /X/ File No. 333-16469
 
    If  this Form  is a post-effective  amendment filed pursuant  to Rule 462(c)
under the Securities Act,  check the following box  and list the Securities  Act
registration statement number of the earlier registration statement for the same
offering. / /
 
    If  delivery of the prospectus is expected  to be made pursuant to Rule 434,
please check the following box. / /
 
    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON  AS
PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
 
                           --------------------------
 
                        CALCULATION OF REGISTRATION FEE
 


                                                                        PROPOSED MAXIMUM
                                                      PROPOSED MAXIMUM     AGGREGATE         AMOUNT OF
      TITLE OF EACH CLASS OF           AMOUNT TO       OFFERING PRICE       OFFERING        REGISTRATION
   SECURITIES TO BE REGISTERED       BE REGISTERED    PER SECURITY(1)       PRICE(1)         FEE(1)(2)
                                                                              
9 3/4% Senior Subordinated Notes
  due 2006........................    $20,000,000           100%          $20,000,000        $6,060.61
Guarantees of Jacor
  Communications, Inc. and
  Subsidiaries (3)................         *                 *                 *                 *

 
(1)  Estimated solely for purposes of  calculating the registration fee pursuant
    to Rule 457 under the Securities Act.
 
(2) Amount calculated pursuant to Section 6(b) under the Securities Act.
 
(3) Registered  herewith  is  Jacor  Communications,  Inc.'s  and  Subsidiaries'
    Guarantees  of the 9 3/4% Senior  Subordinated Notes for which no additional
    consideration will be received. Accordingly, pursuant to Rule 457 (o), under
    the Securities Act, which permits the  registration fee to be calculated  on
    the  basis of  the maximum offering  price of all  securities registered, no
    additional fee is included for the registration of such Guarantees.
 
                           --------------------------
 
    THE REGISTRANTS HEREBY  AMEND THIS  REGISTRATION STATEMENT ON  SUCH DATE  OR
DATES  AS MAY  BE NECESSARY  TO DELAY ITS  EFFECTIVE DATE  UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS  REGISTRATION
STATEMENT  SHALL THEREAFTER BECOME EFFECTIVE IN  ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT  OF 1933, AS  AMENDED, OR UNTIL  THIS REGISTRATION  STATEMENT
SHALL  BECOME EFFECTIVE ON SUCH DATE  AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
 
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                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
    The Registrants  hereby  incorporate  by reference  into  this  Registration
Statement  on Form S-3  in its entirety  the Registration Statement  on Form S-3
(File No. 333-16469), as amended, declared effective on December 12, 1996 by the
Securities and Exchange Commission.

                                   SIGNATURES
 
    PURSUANT  TO THE REQUIREMENTS OF THE  SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS  REASONABLE GROUNDS TO  BELIEVE THAT IT  MEETS ALL OF  THE
REQUIREMENTS  FOR  FILING ON  FORM  S-3 AND  HAS  DULY CAUSED  THIS REGISTRATION
STATEMENT TO  BE  SIGNED  ON  ITS BEHALF  BY  THE  UNDERSIGNED,  THEREUNTO  DULY
AUTHORIZED,  IN  THE CITY  OF CINCINNATI,  STATE OF  OHIO, ON  THIS 12TH  DAY OF
DECEMBER, 1996.
 
                                JACOR COMMUNICATIONS, INC.
 
                                By   /s/ Jon M. Berry
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT,
                                     TREASURER AND ASSISTANT SECRETARY
 
    PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS  BEEN SIGNED ON  DECEMBER 12, 1996  BY THE  FOLLOWING
PERSONS IN THE CAPACITIES INDICATED.
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ R. Christopher Weber*
- --------------------------------------    --------------------------------------
Randy Michaels                            R. Christopher Weber
CHIEF EXECUTIVE OFFICER AND DIRECTOR      SENIOR VICE PRESIDENT, CHIEF FINANCIAL
                                          OFFICER AND SECRETARY
 
/s/ Robert L. Lawrence*                   /s/ Rod F. Dammeyer*
- --------------------------------------    --------------------------------------
Robert L. Lawrence                        Rod F. Dammeyer
PRESIDENT, CHIEF OPERATING OFFICER AND    DIRECTOR
DIRECTOR
 
/s/ Sheli Z. Rosenberg*                   /s/ F. Philip Handy*
- --------------------------------------    --------------------------------------
Sheli Z. Rosenberg                        F. Philip Handy
BOARD CHAIR AND DIRECTOR                  DIRECTOR
 
/s/ John W. Alexander*                    /s/ Marc Lasry*
- --------------------------------------    --------------------------------------
John W. Alexander                         Marc Lasry
DIRECTOR                                  DIRECTOR
 
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 

                                   SIGNATURES
 
    PURSUANT  TO THE REQUIREMENTS OF THE  SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS  REASONABLE GROUNDS TO  BELIEVE THAT IT  MEETS ALL OF  THE
REQUIREMENTS  FOR  FILING ON  FORM  S-3 AND  HAS  DULY CAUSED  THIS REGISTRATION
STATEMENT TO  BE  SIGNED  ON  ITS BEHALF  BY  THE  UNDERSIGNED,  THEREUNTO  DULY
AUTHORIZED,  IN  THE CITY  OF CINCINNATI,  STATE OF  OHIO, ON  THIS 12TH  DAY OF
DECEMBER, 1996.
 
                                JACOR COMMUNICATIONS COMPANY
 
                                By   /s/ Jon M. Berry
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT,
                                     TREASURER AND ASSISTANT SECRETARY
 
    PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS  BEEN SIGNED ON  DECEMBER 12, 1996  BY THE  FOLLOWING
PERSONS IN THE CAPACITIES INDICATED.
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ R. Christopher Weber*
- --------------------------------------    --------------------------------------
Randy Michaels                            R. Christopher Weber
PRESIDENT                                 SENIOR VICE PRESIDENT, CHIEF FINANCIAL
                                          OFFICER AND DIRECTOR
 
  *By: /s/ Jon M. Berry              /s/ Jon M. Berry
     ------------------------------  -------------------------------------------
     Jon M. Berry                    Jon M. Berry
     AS ATTORNEY-IN-FACT, PURSUANT   DIRECTOR
     TO A POWER OF ATTORNEY FILED
     HEREWITH.

                                   SIGNATURES
 
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for  filing on  Form  S-3 and  has  duly caused  this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized,  in  the City  of Cincinnati,  State of  Ohio, on  this 12th  day of
December, 1996.
 
                                GREAT AMERICAN MERCHANDISING GROUP, INC.
 
                                By:  /s/ Jon M. Berry
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has  been signed on  December 12, 1996  by the  following
persons in the capacities indicated.
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 

                                   SIGNATURES
 
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for  filing on  Form  S-3 and  has  duly caused  this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized,  in  the City  of Cincinnati,  State of  Ohio, on  this 12th  day of
December, 1996.
 
                                CINE GUARANTORS II, INC.
 
                                By:  /s/ Jon M. Berry
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has  been signed on  December 12, 1996  by the  following
persons in the capacities indicated.
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 

                                   SIGNATURES
 
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for  filing on  Form  S-3 and  has  duly caused  this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized,  in  the City  of Cincinnati,  State of  Ohio, on  this 12th  day of
December, 1996.
 
                                GREAT AMERICAN TELEVISION PRODUCTIONS, INC.
 
                                By:  /s/ Jon M. Berry
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has  been signed on  December 12, 1996  by the  following
persons in the capacities indicated.
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 

                                   SIGNATURES
 
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for  filing on  Form  S-3 and  has  duly caused  this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized,  in  the City  of Cincinnati,  State of  Ohio, on  this 12th  day of
December, 1996.
 
                                CINE GUARANTORS, INC.
 
                                By:  /s/ Jon M. Berry
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has  been signed on  December 12, 1996  by the  following
persons in the capacities indicated.
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 

                                   SIGNATURES
 
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for  filing on  Form  S-3 and  has  duly caused  this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized,  in  the City  of Cincinnati,  State of  Ohio, on  this 12th  day of
December, 1996.
 
                                GACC-340, INC.
 
                                By:  /s/ Jon M. Berry
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has  been signed on  December 12, 1996  by the  following
persons in the capacities indicated.
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 

                                   SIGNATURES
 
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for  filing on  Form  S-3 and  has  duly caused  this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized,  in  the City  of Cincinnati,  State of  Ohio, on  this 12th  day of
December, 1996.
 
                                GACC-N26LB, INC.
 
                                By:  /s/ Jon M. Berry
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has  been signed on  December 12, 1996  by the  following
persons in the capacities indicated.
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 

                                   SIGNATURES
 
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for  filing on  Form  S-3 and  has  duly caused  this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized,  in  the City  of Cincinnati,  State of  Ohio, on  this 12th  day of
December, 1996.
 
                                CITICASTERS CO.
 
                                By:  /s/ Jon M. Berry
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has  been signed on  December 12, 1996  by the  following
persons in the capacities indicated.
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
                                          /s/ R. Christopher Weber*
                                          --------------------------------------
                                          R. Christopher Weber
                                          DIRECTOR
 
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 

                                   SIGNATURES
 
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for  filing on  Form  S-3 and  has  duly caused  this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized,  in  the City  of Cincinnati,  State of  Ohio, on  this 12th  day of
December, 1996.
 
                                SPORTS RADIO BROADCASTING, INC.
 
                                By:  /s/ Jon M. Berry
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has  been signed on  December 12, 1996  by the  following
persons in the capacities indicated.
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 

                                   SIGNATURES
 
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for  filing on  Form  S-3 and  has  duly caused  this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized,  in  the City  of Cincinnati,  State of  Ohio, on  this 12th  day of
December, 1996.
 
                                NOBRO, S.C.
 
                                By:  /s/ Jon M. Berry
                                     ------------------------------------------
                                     Jon M. Berry
                                     SECRETARY
 
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has  been signed on  December 12, 1996  by the  following
persons in the capacities indicated.
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ R. Christopher Weber*
- --------------------------------------    --------------------------------------
Randy Michaels                            R. Christopher Weber
PRESIDENT AND DIRECTOR                    TREASURER AND DIRECTOR
 
                                          /s/ Jon M. Berry
                                          --------------------------------------
                                          Jon M. Berry
                                          DIRECTOR
 
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 

                                   SIGNATURES
 
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for  filing on  Form  S-3 and  has  duly caused  this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized,  in  the City  of Cincinnati,  State of  Ohio, on  this 12th  day of
December, 1996.
 
                                SPORTS RADIO, INC.
 
                                By:  /s/ Jon M. Berry
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has  been signed on  December 12, 1996  by the  following
persons in the capacities indicated.
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 

                                   SIGNATURES
 
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for  filing on  Form  S-3 and  has  duly caused  this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized,  in  the City  of Cincinnati,  State of  Ohio, on  this 12th  day of
December, 1996.
 
                                NOBLE BROADCAST CENTER, INC.
 
                                By:  /s/ Jon M. Berry
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has  been signed on  December 12, 1996  by the  following
persons in the capacities indicated.
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 

                                   SIGNATURES
 
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for  filing on  Form  S-3 and  has  duly caused  this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized,  in  the City  of Cincinnati,  State of  Ohio, on  this 12th  day of
December, 1996.
 
                                JACOR BROADCASTING CORPORATION
 
                                By:  /s/ Jon M. Berry
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has  been signed on  December 12, 1996  by the  following
persons in the capacities indicated.
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
                                          /s/ R. Christopher Weber*
                                          --------------------------------------
                                          R. Christopher Weber
                                          DIRECTOR
 
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 

                                   SIGNATURES
 
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for  filing on  Form  S-3 and  has  duly caused  this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized,  in  the City  of Cincinnati,  State of  Ohio, on  this 12th  day of
December, 1996.
 
                                BROADCAST FINANCE, INC.
 
                                By:  /s/ Jon M. Berry
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has  been signed on  December 12, 1996  by the  following
persons in the capacities indicated.
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
                                          /s/ R. Christopher Weber*
                                          --------------------------------------
                                          R. Christopher Weber
                                          DIRECTOR
 
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 

    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for  filing on  Form  S-3 and  has  duly caused  this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized,  in  the City  of Cincinnati,  State of  Ohio, on  this 12th  day of
December, 1996.
 
                                JACOR BROADCASTING OF FLORIDA, INC.
 
                                By:  /s/ Jon M. Berry
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has  been signed on  December 12, 1996  by the  following
persons in the capacities indicated.
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT AND DIRECTOR                    TREASURER AND DIRECTOR
 
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 

                                   SIGNATURES
 
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for  filing on  Form  S-3 and  has  duly caused  this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized,  in  the City  of Cincinnati,  State of  Ohio, on  this 12th  day of
December, 1996.
 
                                JACOR BROADCASTING OF ATLANTA, INC.
 
                                By:  /s/ Jon M. Berry
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has  been signed on  December 12, 1996  by the  following
persons in the capacities indicated.
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 

                                   SIGNATURES
 
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for  filing on  Form  S-3 and  has  duly caused  this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized,  in  the City  of Cincinnati,  State of  Ohio, on  this 12th  day of
December, 1996.
 
                                JACOR BROADCASTING OF COLORADO, INC.
 
                                By:  /s/ Jon M. Berry
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has  been signed on  December 12, 1996  by the  following
persons in the capacities indicated.
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.

                                   SIGNATURES
 
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for  filing on  Form  S-3 and  has  duly caused  this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized,  in  the City  of Cincinnati,  State of  Ohio, on  this 12th  day of
December, 1996.
 
                                JACOR BROADCASTING OF LEXINGTON, INC.
 
                                By:  /s/ Jon M. Berry
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has  been signed on  December 12, 1996  by the  following
persons in the capacities indicated.
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 

                                   SIGNATURES
 
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for  filing on  Form  S-3 and  has  duly caused  this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized,  in  the City  of Cincinnati,  State of  Ohio, on  this 12th  day of
December, 1996.
 
                                JACOR BROADCASTING OF KNOXVILLE, INC.
 
                                By:  /s/ Jon M. Berry
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has  been signed on  December 12, 1996  by the  following
persons in the capacities indicated.
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 

                                   SIGNATURES
 
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for  filing on  Form  S-3 and  has  duly caused  this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized,  in  the City  of Cincinnati,  State of  Ohio, on  this 12th  day of
December, 1996.
 
                                JACOR BROADCASTING OF TAMPA BAY, INC.
 
                                By:  /s/ Jon M. Berry
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has  been signed on  December 12, 1996  by the  following
persons in the capacities indicated.
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 

                                   SIGNATURES
 
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for  filing on  Form  S-3 and  has  duly caused  this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized,  in  the City  of Cincinnati,  State of  Ohio, on  this 12th  day of
December, 1996.
 
                                GEORGIA NETWORK EQUIPMENT, INC.
 
                                By:  /s/ Jon M. Berry
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has  been signed on  December 12, 1996  by the  following
persons in the capacities indicated.
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 

                                   SIGNATURES
 
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for  filing on  Form  S-3 and  has  duly caused  this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized,  in  the City  of Cincinnati,  State of  Ohio, on  this 12th  day of
December, 1996.
 
                                JACOR CABLE, INC.
 
                                By:  /s/ Jon M. Berry
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has  been signed on  December 12, 1996  by the  following
persons in the capacities indicated.
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 

                                   SIGNATURES
 
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for  filing on  Form  S-3 and  has  duly caused  this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized,  in  the City  of Cincinnati,  State of  Ohio, on  this 12th  day of
December, 1996.
 
                                JACOR BROADCASTING OF SAN DIEGO, INC.
 
                                By:  /s/ Jon M. Berry
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has  been signed on  December 12, 1996  by the  following
persons in the capacities indicated.
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
                                          /s/ R. Christopher Weber*
                                          --------------------------------------
                                          R. Christopher Weber
                                          DIRECTOR
 
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 

                                   SIGNATURES
 
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for  filing on  Form  S-3 and  has  duly caused  this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized,  in  the City  of Cincinnati,  State of  Ohio, on  this 12th  day of
December, 1996.
 
                                JACOR BROADCASTING OF ST. LOUIS, INC.
 
                                By:  /s/ Jon M. Berry
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has  been signed on  December 12, 1996  by the  following
persons in the capacities indicated.
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
                                          /s/ R. Christopher Weber*
                                          --------------------------------------
                                          R. Christopher Weber
                                          DIRECTOR
 
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 

                                   SIGNATURES
 
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for  filing on  Form  S-3 and  has  duly caused  this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized,  in  the City  of Cincinnati,  State of  Ohio, on  this 12th  day of
December, 1996.
 
                                JACOR BROADCASTING OF SARASOTA, INC.
 
                                By:  /s/ Jon M. Berry
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has  been signed on  December 12, 1996  by the  following
persons in the capacities indicated.
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
                                          /s/ R. Christopher Weber*
                                          --------------------------------------
                                          R. Christopher Weber
                                          DIRECTOR
 
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 

                                   SIGNATURES
 
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for  filing on  Form  S-3 and  has  duly caused  this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized,  in  the City  of Cincinnati,  State of  Ohio, on  this 12th  day of
December, 1996.
 
                                JACOR BROADCASTING OF IDAHO, INC.
 
                                By:  /s/ Jon M. Berry
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has  been signed on  December 12, 1996  by the  following
persons in the capacities indicated.
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 

                                   SIGNATURES
 
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for  filing on  Form  S-3 and  has  duly caused  this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized,  in  the City  of Cincinnati,  State of  Ohio, on  this 12th  day of
December, 1996.
 
                                F.M.I. PENNSYLVANIA, INC.
 
                                By:  /s/ Jon M. Berry
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has  been signed on  December 12, 1996  by the  following
persons in the capacities indicated.
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 

                                   SIGNATURES
 
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for  filing on  Form  S-3 and  has  duly caused  this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized,  in  the City  of Cincinnati,  State of  Ohio, on  this 12th  day of
December, 1996.
 
                                INMOBILIARIA RADIAL, S.A. DE C.V.
 
                                By:  /s/ Jon M. Berry
                                     ------------------------------------------
                                     Jon M. Berry
                                     SECRETARY
 
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has  been signed on  December 12, 1996  by the  following
persons in the capacities indicated.
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ R. Christopher Weber*
- --------------------------------------    --------------------------------------
Randy Michaels                            R. Christopher Weber
PRESIDENT AND DIRECTOR                    TREASURER AND DIRECTOR
 
                                          /s/ Jon M. Berry
                                          --------------------------------------
                                          Jon M. Berry
                                          DIRECTOR
 
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 

                                   SIGNATURES
 
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for  filing on  Form  S-3 and  has  duly caused  this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized,  in  the City  of Cincinnati,  State of  Ohio, on  this 12th  day of
December, 1996.
 
                                JACOR BROADCASTING OF IOWA, INC.
 
                                By:  /s/ Jon M. Berry
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has  been signed on  December 12, 1996  by the  following
persons in the capacities indicated.
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER
 
                                          /s/ R. Christopher Weber*
                                          --------------------------------------
                                          R. Christopher Weber
                                          DIRECTOR
 
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 

                                   SIGNATURES
 
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for  filing on  Form  S-3 and  has  duly caused  this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized,  in  the City  of Cincinnati,  State of  Ohio, on  this 12th  day of
December, 1996.
 
                                NOBLE BROADCAST GROUP, INC.
 
                                By:  /s/ Jon M. Berry
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has  been signed on  December 12, 1996  by the  following
persons in the capacities indicated.
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 

                                   SIGNATURES
 
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for  filing on  Form  S-3 and  has  duly caused  this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized,  in  the City  of Cincinnati,  State of  Ohio, on  this 12th  day of
December, 1996.
 
                                NOBLE BROADCAST OF COLORADO, INC.
 
                                By:  /s/ Jon M. Berry
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has  been signed on  December 12, 1996  by the  following
persons in the capacities indicated.
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 

                                   SIGNATURES
 
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for  filing on  Form  S-3 and  has  duly caused  this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized,  in  the City  of Cincinnati,  State of  Ohio, on  this 12th  day of
December, 1996.
 
                                NOBLE BROADCAST OF SAN DIEGO, INC.
 
                                By:  /s/ Jon M. Berry
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has  been signed on  December 12, 1996  by the  following
persons in the capacities indicated.
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.

                                   SIGNATURES
 
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for  filing on  Form  S-3 and  has  duly caused  this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized,  in  the City  of Cincinnati,  State of  Ohio, on  this 12th  day of
December, 1996.
 
                                NOBLE BROADCAST OF ST. LOUIS, INC.
 
                                By:  /s/ Jon M. Berry
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has  been signed on  December 12, 1996  by the  following
persons in the capacities indicated.
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 

                                   SIGNATURES
 
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for  filing on  Form  S-3 and  has  duly caused  this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized,  in  the City  of Cincinnati,  State of  Ohio, on  this 12th  day of
December, 1996.
 
                                NOBLE BROADCAST OF TOLEDO, INC.
 
                                By:  /s/ Jon M. Berry
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has  been signed on  December 12, 1996  by the  following
persons in the capacities indicated.
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 

                                   SIGNATURES
 
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for  filing on  Form  S-3 and  has  duly caused  this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized,  in  the City  of Cincinnati,  State of  Ohio, on  this 12th  day of
December, 1996.
 
                                NOVA MARKETING GROUP, INC.
 
                                By:  /s/ Jon M. Berry
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has  been signed on  December 12, 1996  by the  following
persons in the capacities indicated.
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 

                                   SIGNATURES
 
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for  filing on  Form  S-3 and  has  duly caused  this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized,  in  the City  of Cincinnati,  State of  Ohio, on  this 12th  day of
December, 1996.
 
                                NOBLE BROADCAST LICENSES, INC.
 
                                By:  /s/ Jon M. Berry
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has  been signed on  December 12, 1996  by the  following
persons in the capacities indicated.
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 

                                   SIGNATURES
 
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for  filing on  Form  S-3 and  has  duly caused  this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized,  in  the City  of Cincinnati,  State of  Ohio, on  this 12th  day of
December, 1996.
 
                                NOBLE BROADCAST HOLDINGS, INC.
 
                                By:  /s/ Jon M. Berry
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has  been signed on  December 12, 1996  by the  following
persons in the capacities indicated.
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 

                                   SIGNATURES
 
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for  filing on  Form  S-3 and  has  duly caused  this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized,  in  the City  of Cincinnati,  State of  Ohio, on  this 12th  day of
December, 1996.
 
                                CINE GUARANTORS II, LTD.
 
                                By:  /s/ Jon M. Berry
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has  been signed on  December 12, 1996  by the  following
persons in the capacities indicated.
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 

                                   SIGNATURES
 
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for  filing on  Form  S-3 and  has  duly caused  this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized,  in  the City  of Cincinnati,  State of  Ohio, on  this 12th  day of
December, 1996.
 
                                THE SY FISCHER COMPANY AGENCY, INC.
 
                                By:  /s/ Jon M. Berry
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has  been signed on  December 12, 1996  by the  following
persons in the capacities indicated.
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 

                                   SIGNATURES
 
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for  filing on  Form  S-3 and  has  duly caused  this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized,  in  the City  of Cincinnati,  State of  Ohio, on  this 12th  day of
December, 1996.
 
                                CINE MOVIL S.A. DE C.V.
 
                                By:  /s/ Jon M. Berry
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has  been signed on  December 12, 1996  by the  following
persons in the capacities indicated.
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 

                                   SIGNATURES
 
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for  filing on  Form  S-3 and  has  duly caused  this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized,  in  the City  of Cincinnati,  State of  Ohio, on  this 12th  day of
December, 1996.
 
                                CINE MOBILE SYSTEMS INT'L. N.V.
 
                                By:  /s/ Jon M. Berry
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has  been signed on  December 12, 1996  by the  following
persons in the capacities indicated.
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 

                                   SIGNATURES
 
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for  filing on  Form  S-3 and  has  duly caused  this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized,  in  the City  of Cincinnati,  State of  Ohio, on  this 12th  day of
December, 1996.
 
                                WHOK, INC.
 
                                By:  /s/ Jon M. Berry
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has  been signed on  December 12, 1996  by the  following
persons in the capacities indicated.
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
                                          /s/ R. Christopher Weber*
                                          --------------------------------------
                                          R. Christopher Weber
                                          DIRECTOR
 
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 

                                   SIGNATURES
 
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for  filing on  Form  S-3 and  has  duly caused  this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized,  in  the City  of Cincinnati,  State of  Ohio, on  this 12th  day of
December, 1996.
 
                                VTTV PRODUCTIONS
 
                                By:  /s/ Jon M. Berry
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has  been signed on  December 12, 1996  by the  following
persons in the capacities indicated.
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 

                                   SIGNATURES
 
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for  filing on  Form  S-3 and  has  duly caused  this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized,  in  the City  of Cincinnati,  State of  Ohio, on  this 12th  day of
December, 1996.
 
                                LOCATION PRODUCTIONS II, INC.
 
                                By:  /s/ Jon M. Berry
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has  been signed on  December 12, 1996  by the  following
persons in the capacities indicated.
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 

                                   SIGNATURES
 
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for  filing on  Form  S-3 and  has  duly caused  this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized,  in  the City  of Cincinnati,  State of  Ohio, on  this 12th  day of
December, 1996.
 
                                LOCATION PRODUCTIONS, INC.
 
                                By:  /s/ Jon M. Berry
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has  been signed on  December 12, 1996  by the  following
persons in the capacities indicated.
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 

                                   SIGNATURES
 
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for  filing on  Form  S-3 and  has  duly caused  this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized,  in  the City  of Cincinnati,  State of  Ohio, on  this 12th  day of
December, 1996.
 
                                CINE FILMS, INC.
 
                                By:  /s/ Jon M. Berry
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has  been signed on  December 12, 1996  by the  following
persons in the capacities indicated.
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 

                                   SIGNATURES
 
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for  filing on  Form  S-3 and  has  duly caused  this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized,  in  the City  of Cincinnati,  State of  Ohio, on  this 12th  day of
December, 1996.
 
                                TAFT-TCI SATELLITE SERVICES, INC.
 
                                By:  /s/ Jon M. Berry
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has  been signed on  December 12, 1996  by the  following
persons in the capacities indicated.
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.

                               INDEX TO EXHIBITS
 


                                                                                                            SEQUENTIALLY
 EXHIBIT                                                                                                     NUMBERED
  NUMBER                                        DESCRIPTION OF EXHIBIT                                         PAGE
- ----------  ----------------------------------------------------------------------------------------------  -----------
                                                                                                      
  5.1       Opinion of Graydon, Head & Ritchey.
 23.1       Consent of Coopers & Lybrand L.L.P.
 23.2       Consent of Ernst & Young LLP.
 23.3       Consent of Price Waterhouse LLP.
 
 23.4       Consent of Graydon, Head & Ritchey (included in opinion of counsel filed as Exhibit 5.1).