AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 15, 1997

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, INC. JACOR COMMUNICATIONS COMPANY
(Exact name of registrant as specified (Exact name of registrant as specified
in its charter) in its charter)

DELAWARE 31-0978313 FLORIDA 59-2054850
(STATE OR OTHER (I.R.S. EMPLOYER (STATE OR OTHER (I.R.S. EMPLOYER
JURISDICTION OF IDENTIFICATION JURISDICTION OF IDENTIFICATION
INCORPORATION OR NO.) INCORPORATION OR NO.)
ORGANIZATION) ORGANIZATION)

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 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
INMOBILIARIA RADIAL, S.A. DE C.V. MEXICO NOT APPLICABLE
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
REGENT BROADCASTING OF CHARLESTON, INC. DELAWARE 57-1030503
REGENT BROADCASTING OF KANSAS CITY, INC. DELAWARE 43-1722735

(Registrants continued on next page)

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(Registrants continued from previous page)

REGENT BROADCASTING OF LAS VEGAS, INC. DELAWARE 61-1263208
REGENT BROADCASTING OF LAS VEGAS II, INC. DELAWARE 31-1506631
REGENT BROADCASTING OF LOUISVILLE, INC. DELAWARE 61-1257881
REGENT BROADCASTING OF LOUISVILLE II, INC. DELAWARE 31-1506626
REGENT BROADCASTING OF SALT LAKE CITY, INC. DELAWARE 87-0546502
REGENT BROADCASTING OF SALT LAKE CITY II, INC. DELAWARE 31-1506618
REGENT LICENSEE OF CHARLESTON, INC. DELAWARE 57-1031405
REGENT LICENSEE OF KANSAS CITY, INC. DELAWARE 43-1724459
REGENT LICENSEE OF LAS VEGAS, INC. DELAWARE 88-0345737
REGENT LICENSEE OF LAS VEGAS II, INC. DELAWARE 31-1506613
REGENT LICENSEE OF LOUISVILLE, INC. DELAWARE 61-1289758
REGENT LICENSEE OF LOUISVILLE II, INC. DELAWARE 31-1506609
REGENT LICENSEE OF SALT LAKE CITY, INC. DELAWARE 87-0546823
REGENT LICENSEE OF SALT LAKE CITY II, INC. DELAWARE 31-1506621
EFM PROGRAMMING, INC. DELAWARE 31-1511358

(STATE OR OTHER
JURISDICTION OF (I.R.S. EMPLOYER
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS INCORPORATION OR IDENTIFICATION
CHARTER) ORGANIZATION) NUMBER)
- ------------------------------------------------------- ------------------------ ------------------

50 EAST RIVERCENTER BOULEVARD
12TH FLOOR
COVINGTON, KENTUCKY 41011
(606) 655-2267

(Address, including zip code, and telephone number, including area code,
of registrants' principal executive offices)
--------------------------

R. CHRISTOPHER WEBER

JACOR COMMUNICATIONS, INC.

50 EAST RIVERCENTER BOULEVARD
12TH FLOOR
COVINGTON, KENTUCKY 41011
(606) 655-2267

(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
(513) 651-3836 (FAX) AVENUE, SUITE
3400
LOS ANGELES,
CALIFORNIA 90071
(213) 687-5000
(213) 687-5600
(FAX)

--------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.

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. 333-19291

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. / /
--------------------------

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CALCULATION OF REGISTRATION FEE

PROPOSED MAXIMUM
AGGREGATE
TITLE OF EACH CLASS OF AMOUNT TO OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PRICE(1)(2) REGISTRATION FEE

Debt Securities of Jacor Communications Company
Convertible Debt Securities of Jacor Communications
Company
Preferred Stock of Jacor Communications, Inc.
Convertible Preferred Stock of Jacor Communications, Inc.
Depositary Shares of Jacor Communications, Inc.
Convertible Debt Securities of Jacor Communications, Inc.
Common Stock of Jacor Communications, Inc.
Guarantees of Jacor Communications Company Debt
Securities and Convertible Debt Securities by Jacor
Communications, Inc. and Subsidiary Guarantors
Total (1) $50,000,000 $15,151.52

(1) Not specified as to each class of securities to be registered hereunder
pursuant to General Instruction II.D. of Form S-3.

(2) Estimated solely for purposes of calculating the registration fee, which is
calculated in accordance with Rule 457(o) under the Securities Act of 1933.
--------------------------

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.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Registrants hereby incorporate by reference into this Registration
Statement on Form S-3 in its entirety the Omnibus Shelf Registration Statement
on Form S-3 (File No. 333-19291), as amended and supplemented, declared
effective on April 21, 1997 by the Securities and Exchange Commission (the
"Omnibus Shelf Registration Statement").

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 Covington, Commonwealth of Kentucky, on this 15th day
of May, 1997.

JACOR COMMUNICATIONS, INC.

By /s/ R. CHRISTOPHER WEBER
------------------------------------------
R. Christopher Weber
SENIOR VICE PRESIDENT, CHIEF FINANCIAL
OFFICER
AND ASSISTANT SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 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 ASSISTANT 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
VICE CHAIRMAN AND DIRECTOR DIRECTOR

/s/ JOHN W. ALEXANDER /s/ MARC LASRY
- -------------------------------------- --------------------------------------
John W. Alexander Marc Lasry
DIRECTOR DIRECTOR

/s/ PETER C.B. BYNOE /s/ MAGGIE WILDEROTTER
- -------------------------------------- --------------------------------------
Peter C.B. Bynoe Maggie Wilderotter
DIRECTOR DIRECTOR

/s/ SAMUEL ZELL
- --------------------------------------
Samuel Zell
CHAIRMAN OF THE BOARD AND DIRECTOR

II-1

SIGNATURES

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 May 15, 1997 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
PREVIOUSLY FILED.

II-2

SIGNATURES

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 May 15, 1997 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 PREVIOUSLY FILED.

II-3

SIGNATURES

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 May 15, 1997 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 PREVIOUSLY FILED.

II-4

SIGNATURES

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 May 15, 1997 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 PREVIOUSLY FILED.

II-5

SIGNATURES

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 May 15, 1997 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 PREVIOUSLY FILED.

II-6

SIGNATURES

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 May 15, 1997 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 PREVIOUSLY FILED.

II-7

SIGNATURES

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 May 15, 1997 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 PREVIOUSLY FILED.

II-8

SIGNATURES

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 May 15, 1997 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 PREVIOUSLY FILED.

II-9

SIGNATURES

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 May 15, 1997 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 PREVIOUSLY FILED.

II-10

SIGNATURES

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 May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/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 PREVIOUSLY FILED.

II-11

SIGNATURES

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 May 15, 1997 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 PREVIOUSLY FILED.

II-12

SIGNATURES

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 May 15, 1997 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 PREVIOUSLY FILED.

II-13

SIGNATURES

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 May 15, 1997 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 PREVIOUSLY FILED.

II-14

SIGNATURES

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 May 15, 1997 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 PREVIOUSLY FILED.

II-15

SIGNATURES

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 May 15, 1997 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 PREVIOUSLY FILED.

II-16

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 Covington, Commonwealth of Kentucky, on this 15th day
of May, 1997.

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 May 15, 1997 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 PREVIOUSLY FILED.

II-17

SIGNATURES

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 May 15, 1997 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 PREVIOUSLY FILED.

II-18

SIGNATURES

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 May 15, 1997 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 PREVIOUSLY FILED.

II-19

SIGNATURES

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 May 15, 1997 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 PREVIOUSLY FILED.

II-20

SIGNATURES

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 May 15, 1997 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 PREVIOUSLY FILED.

II-21

SIGNATURES

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 May 15, 1997 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 PREVIOUSLY FILED.

II-22

SIGNATURES

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 May 15, 1997 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 PREVIOUSLY FILED.

II-23

SIGNATURES

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 May 15, 1997 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 PREVIOUSLY FILED.

II-24

SIGNATURES

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 May 15, 1997 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 PREVIOUSLY FILED.

II-25

SIGNATURES

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 May 15, 1997 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 PREVIOUSLY FILED.

II-26

SIGNATURES

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 May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/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 PREVIOUSLY FILED.

II-27

SIGNATURES

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 May 15, 1997 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 PREVIOUSLY FILED.

II-28

SIGNATURES

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 May 15, 1997 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 PREVIOUSLY FILED.

II-29

SIGNATURES

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 May 15, 1997 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 PREVIOUSLY FILED.

II-30

SIGNATURES

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 May 15, 1997 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 PREVIOUSLY FILED.

II-31

SIGNATURES

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 May 15, 1997 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 PREVIOUSLY FILED.

II-32

SIGNATURES

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 May 15, 1997 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 PREVIOUSLY FILED.

II-33

SIGNATURES

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 May 15, 1997 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 PREVIOUSLY FILED.

II-34

SIGNATURES

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 May 15, 1997 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 PREVIOUSLY FILED.

II-35

SIGNATURES

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 May 15, 1997 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 PREVIOUSLY FILED.

II-36

SIGNATURES

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 May 15, 1997 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 PREVIOUSLY FILED.

II-37

SIGNATURES

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 May 15, 1997 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 PREVIOUSLY FILED.

II-38

SIGNATURES

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 May 15, 1997 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 PREVIOUSLY FILED.

II-39

SIGNATURES

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 May 15, 1997 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 PREVIOUSLY FILED.

II-40

SIGNATURES

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 May 15, 1997 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 PREVIOUSLY FILED.

II-41

SIGNATURES

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 May 15, 1997 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 PREVIOUSLY FILED.

II-42

SIGNATURES

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 May 15, 1997 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 PREVIOUSLY FILED.

II-43

SIGNATURES

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 May 15, 1997 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 PREVIOUSLY FILED.

II-44

SIGNATURES

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 May 15, 1997 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 PREVIOUSLY FILED.

II-45

SIGNATURES

REGENT BROADCASTING OF CHARLESTON, 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 May 15, 1997 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 PREVIOUSLY FILED.

II-46

SIGNATURES

REGENT BROADCASTING OF KANSAS CITY, 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 May 15, 1997 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 PREVIOUSLY FILED.

II-47

SIGNATURES

REGENT BROADCASTING OF LAS VEGAS, 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 May 15, 1997 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 PREVIOUSLY FILED.

II-48

SIGNATURES

REGENT BROADCASTING OF LAS VEGAS 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 May 15, 1997 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 PREVIOUSLY FILED.

II-49

SIGNATURES

REGENT BROADCASTING OF LOUISVILLE, 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 May 15, 1997 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 PREVIOUSLY FILED.

II-50

SIGNATURES

REGENT BROADCASTING OF LOUISVILLE 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 May 15, 1997 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 PREVIOUSLY FILED.

II-51

SIGNATURES

REGENT BROADCASTING OF SALT LAKE CITY, 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 May 15, 1997 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 PREVIOUSLY FILED.

II-52

SIGNATURES

REGENT BROADCASTING OF SALT LAKE CITY 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 May 15, 1997 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 PREVIOUSLY FILED.

II-53

SIGNATURES

REGENT LICENSEE OF CHARLESTON, 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 May 15, 1997 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 PREVIOUSLY FILED.

II-54

SIGNATURES

REGENT LICENSEE OF KANSAS CITY, 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 May 15, 1997 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 PREVIOUSLY FILED.

II-55

SIGNATURES

REGENT LICENSEE OF LAS VEGAS, 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 May 15, 1997 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 PREVIOUSLY FILED.

II-56

SIGNATURES

REGENT LICENSEE OF LAS VEGAS 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 May 15, 1997 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 PREVIOUSLY FILED.

II-57

SIGNATURES

REGENT LICENSEE OF LOUISVILLE, 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 May 15, 1997 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 PREVIOUSLY FILED.

II-58

SIGNATURES

REGENT LICENSEE OF LOUISVILLE 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 May 15, 1997 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 PREVIOUSLY FILED.

II-59

SIGNATURES

REGENT LICENSEE OF SALT LAKE CITY, 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 May 15, 1997 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 PREVIOUSLY FILED.

II-60

SIGNATURES

REGENT LICENSEE OF SALT LAKE CITY 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 May 15, 1997 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 PREVIOUSLY FILED.

II-61

SIGNATURES

EFM PROGRAMMING, 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 May 15, 1997 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 PREVIOUSLY FILED.

II-62

INDEX TO EXHIBITS

EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ---------- ---------------------------------------------------------------------------------------------------------

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 Graydon, Head & Ritchey (included in opinion of counsel filed as Exhibit 5.1).

24.1 Powers of Attorney of directors and officers signing this Registration Statement are part of the
Signature Pages to the Omnibus Shelf Registration Statement.