SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                                    FORM 8-K




                                 Current Report
                Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934



                Date of Report (Date of earliest event reported):
                                September 6, 1996




                             KATZ MEDIA GROUP, INC.
             (Exact name of registrant as specified in its charter)

        Delaware                     1-13674                    13-3779269
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(State of Incorporation)     (Commission File Number)         (IRS Employer
                                                            Identification No.)



       125 West 55th Street, New York, New York                10019
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      (Address of principal executive offices)              (Zip Code)



       Registrant's telephone number, including area code: (212) 424-6000







Item 5.  Other Events
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               On September 6, 1996, the Company,  through Katz Media  Services,
Inc., a newly-formed,  wholly-owned subsidiary,  as borrower,  established a new
senior secured  Revolving  Credit  Facility (the "New Credit  Facility")  with a
group of lenders for which The First National Bank of Boston acts as agent.  The
New Credit  Facility  provides for borrowings of up to $35.0 million and matures
on March 31, 1998. $5.0 million is available to cover interest payments over the
term of the  facility,  and the  balance of the  facility is  available  to fund
acquisitions and contract buyouts and for general corporate purposes.

               Borrowings  under the New Credit  Facility  bear  interest at the
Company's  option at either 150 basis  points over the Base Rate (as defined) or
250 basis points over the Eurodollar Rate (as defined). In addition, the Company
pays a  commitment  fee of 0.5% per annum on the  average  daily  balance of the
unused commitments.

               The  New  Credit  Facility  contains  customary  affirmative  and
negative covenants and events of default.

               In connection with the New Credit  Facility,  the Company amended
the terms of its existing  Credit  Agreement to advance the final  maturity from
September 30, 1999 to June 30, 1999.

Item 7.  Financial Statements and Exhibits
- ------   ---------------------------------

(c)       Exhibits

1.        U.S.   $35,000,000   Credit  Agreement  dated  September  6,  1996  
          among Katz Media  Services,  Inc.,  as  borrower,  the  Lenders  party
          thereto, and The First National Bank of Boston, as Agent.

2.        Modification No. 6 to Credit Agreement dated April 29, 1996

3.        Modification No. 7 to Credit Agreement dated September 6, 1996






                                   SIGNATURES


               Pursuant to the  requirements  of the Securities  Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.


                                            KATZ MEDIA GROUP, INC.



                                            By:  /S/ RICHARD E. VENDIG
                                                 -------------------------
                                                 Richard E. Vendig
                                                 Senior Vice President
                                                 Chief Financial & 
                                                  Administrative Officer
                                                  Treasurer


Date:  September 13, 1996