1
Filed Pursuant to Rule 424(b)(5)
Registration Statement Number 333-92593

PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JANUARY 10, 2000

4,750,000 Shares

[Citadel logo] CITADEL COMMUNICATIONS CORPORATION
Common Stock
------------------

We are selling 4,750,000 shares of our common stock. The underwriters have
an option to purchase from certain of our stockholders a maximum of 500,000
additional shares of common stock to cover over-allotments of shares.

Our common stock trades on the Nasdaq National Market under the symbol
"CITC." On February 7, 2000, the last reported sale price for our common stock
on the Nasdaq National Market was $54.0625 per share.

INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING
ON PAGE S-7.

UNDERWRITING PROCEEDS TO
PRICE TO DISCOUNTS AND CITADEL
PUBLIC COMMISSIONS COMMUNICATIONS
-------------- -------------- --------------

Per Share............................ $51.50 $2.06 $49.44
Total................................ $244,625,000 $9,785,000 $234,840,000

Delivery of the shares of common stock will be made on or about February
11, 2000.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus supplement or the prospectus to which it relates is truthful or
complete. Any representation to the contrary is a criminal offense.

CREDIT SUISSE FIRST BOSTON
MERRILL LYNCH & CO.
PRUDENTIAL SECURITIES
SALOMON SMITH BARNEY

BANC OF AMERICA SECURITIES LLC
BEAR, STEARNS & CO. INC.
DEUTSCHE BANC ALEX. BROWN
DONALDSON, LUFKIN & JENRETTE
FIRST UNION SECURITIES, INC.
GOLDMAN, SACHS & CO.
ING BARINGS
LAZARD FRERES & CO. LLC
ROBERTSON STEPHENS
THOMAS WEISEL PARTNERS LLC

The date of this prospectus supplement is February 8, 2000.
2

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TABLE OF CONTENTS

Page
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PROSPECTUS SUPPLEMENT
FORWARD-LOOKING STATEMENTS............ S-1
SUMMARY............................... S-2
RISK FACTORS.......................... S-7
USE OF PROCEEDS....................... S-14
MARKET PRICES AND DIVIDEND POLICY..... S-17
CAPITALIZATION........................ S-18
SELECTED HISTORICAL FINANCIAL DATA.... S-19
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS....................... S-23
BUSINESS.............................. S-30
SELLING STOCKHOLDERS.................. S-42
UNDERWRITING.......................... S-44
NOTICE TO CANADIAN RESIDENTS.......... S-47
WHERE YOU CAN FIND MORE INFORMATION... S-48
VALIDITY OF SECURITIES................ S-48
INDEPENDENT AUDITORS.................. S-48

Page
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PROSPECTUS
ABOUT THIS PROSPECTUS................. 1
WHERE YOU CAN FIND MORE INFORMATION... 1
FORWARD-LOOKING STATEMENTS............ 3
CITADEL COMMUNICATIONS CORPORATION.... 3
RISK FACTORS.......................... 4
USE OF PROCEEDS....................... 4
RATIO OF EARNINGS TO COMBINED FIXED
CHARGES AND PREFERRED STOCK
DIVIDENDS........................... 5
HOLDING COMPANY STRUCTURE AND SECURED
CLAIMS.............................. 6
DESCRIPTION OF THE CITADEL
COMMUNICATIONS COMMON STOCK......... 6
DESCRIPTION OF THE PREFERRED STOCK AND
THE DEPOSITARY SHARES REPRESENTING
FRACTIONAL SHARES OF PREFERRED
STOCK............................... 11
SELLING STOCKHOLDERS.................. 17
PLAN OF DISTRIBUTION.................. 19
VALIDITY OF THE SECURITIES............ 20
INDEPENDENT AUDITORS.................. 20

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YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. WE HAVE
NOT AUTHORIZED ANYONE ELSE TO PROVIDE YOU WITH DIFFERENT INFORMATION. THIS
DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL TO SELL THESE SECURITIES. THE
INFORMATION IN THIS DOCUMENT MAY ONLY BE ACCURATE AS OF THE DATE OF THIS
DOCUMENT.

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FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus and the documents
incorporated herein by reference include forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. We based these
forward-looking statements largely on our current expectations and projections
about future events and financial trends affecting our business. The words
"believes," "may," "will," "estimates," "continues," "anticipates," "intends,"
"expects" and similar words are intended to identify forward-looking statements.
Our forward-looking statements are subject to risks, uncertainties and
assumptions including, among other things:

-- the realization of our business strategy,

-- general economic and business conditions, both nationally and in our
markets,

-- our expectations and estimates concerning future financial
performance, financing plans and the impact of competition,

-- anticipated trends in our industry,

-- the impact of current or pending legislation and regulation and
antitrust considerations, and

-- other risk factors discussed in the "Risk Factors" section of this
prospectus supplement.

We undertake no obligation to publicly update or revise any forward-looking
statements because of new information, future events or otherwise. In light of
these risks and uncertainties, the forward-looking events and circumstances
discussed might not transpire.

S-1
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SUMMARY

The following summary contains a general discussion of our business, this
offering and our summary financial information. We encourage you to read this
entire prospectus supplement and the accompanying prospectus for a more complete
understanding of our company and this offering. Unless otherwise indicated, all
information in this prospectus supplement assumes that the underwriters' over-
allotment option will not be exercised. Our subsidiary, Citadel Broadcasting
Company, owns and operates our radio stations. Unless the context otherwise
requires, references in this prospectus supplement to Citadel Communications and
the terms "we," "our" and "us" include Citadel Broadcasting.

OUR BUSINESS

We are a radio broadcaster in the United States that focuses primarily on
acquiring, developing and operating radio stations in mid-sized markets. After
we complete our pending transactions, we will own or operate 137 FM and 61 AM
radio stations in 42 mid-sized markets, including clusters of four or more
stations in 31 markets.

OPERATING STRATEGY

Our operating strategy focuses on maximizing our radio stations' appeal to
advertisers, and consequently our revenue and cash flow. In order to achieve
these goals, we:

-- seek to secure and maintain a leadership position in the markets we
serve by owning multiple stations in those markets,

-- coordinate programming, promotional and selling strategies among each
group of local stations,

-- seek to maximize our share of local advertising revenue in each of our
markets through aggressive sales and marketing initiatives,

-- combine extensive market research with an assessment of our
competitors' vulnerabilities in order to identify significant and
sustainable target audiences and to tailor the programming, marketing
and promotion of each of our stations to maximize its appeal to its
target audience, and

-- decentralize much of our operations as we believe that radio is
primarily a local business and that much of its success is the result
of the efforts of regional and local management and staff.

ACQUISITION STRATEGY

Our acquisition strategy is to expand within our existing markets and into
additional mid-sized markets where we believe we can effectively use our
operating strategies. After we enter a market, we seek to acquire additional
stations which, when integrated with our existing operations, allow us to reach
a wider range of demographic groups that appeal to advertisers, increase revenue
and achieve substantial cost savings.

We expect to continue to identify and pursue acquisition opportunities to
complement and expand our station portfolio. Although we have identified further
acquisition opportunities, we cannot assure you that we will be able to reach
agreement with the identified candidates, identify other suitable and available
acquisition opportunities or complete any such acquisition opportunities.
S-2
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OUR PENDING TRANSACTIONS AND STATION PORTFOLIO

We have a national presence, and our portfolio of stations is diversified
in terms of format and target demographics, as well as geographic location. This
diversity reduces our reliance upon the performance of any single station and
helps insulate us from downturns in specific markets and changes in format
preferences.

Pending Transactions. We have entered into agreements to purchase a total
of 51 FM and 26 AM radio stations serving 24 markets in 13 states, as well as
the right to operate an additional FM radio station in one such market. The
aggregate purchase price for these stations and related assets is approximately
$531.2 million in cash, 200,000 shares of our common stock valued at
approximately $10.1 million, based on the closing price of our common stock on
December 2, 1999, and one FM radio station in each of Albuquerque, New Mexico
and Binghamton, New York. Under certain circumstances, our common stock may not
be delivered as a portion of the aggregate purchase price, and, in that event,
approximately $10.1 million in cash will be substituted for our common stock.

Station Portfolio. If all of our pending transactions are completed, we
will own 135 FM and 61 AM radio stations in 42 mid-sized markets, operate two
additional FM radio stations and have the right to begin operating a newly
constructed FM radio station.

OUR PRINCIPAL EXECUTIVE OFFICES

Our principal executive offices are located at City Center West, Suite 400,
7201 West Lake Mead Boulevard, Las Vegas, Nevada 89128, and our telephone number
is (702) 804-5200.

THE OFFERING

The following information is based on 32,003,417 shares outstanding at
February 7, 2000. This number excludes 3,585,214 shares of common stock issuable
upon the exercise of stock options outstanding as of February 7, 2000 at a
weighted average exercise price of $19.54 per share, of which only 1,000,797
options to purchase shares were vested. It also excludes a total of 908,792
additional shares reserved for issuance under our 1996 Equity Incentive Plan.

Common stock offered.......... 4,750,000 shares

Common stock to be outstanding
after this offering........... 36,753,417 shares

Use of proceeds............... We intend to use the net proceeds from our sale
of shares in this offering to:

-- repay a portion of indebtedness currently
outstanding under Citadel Broadcasting's
credit facility, and

-- pay a portion of the total purchase price
of our pending acquisitions.

See the "Use of Proceeds" section of this
prospectus supplement for additional
information.

Nasdaq National Market
symbol........................ CITC
S-3
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SUMMARY HISTORICAL FINANCIAL DATA

Our summary historical financial data presented below as of and for each of
the years ended December 31, 1996, 1997 and 1998 are derived from our
consolidated financial statements. These consolidated financial statements have
been audited by KPMG LLP, independent certified public accountants. Our summary
historical financial data presented below as of September 30, 1999 and for the
nine months ended September 30, 1998 and 1999 are derived from our unaudited
consolidated financial statements. In our opinion, these unaudited consolidated
financial statements contain all necessary adjustments of a normal recurring
nature to present the financial statements in accordance with generally accepted
accounting principles. Our consolidated financial statements as of December 31,
1996, 1997 and 1998 and for each of the years in the three-year period ended
December 31, 1998 and the independent auditors report on those financial
statements, as well as unaudited financial statements as of September 30, 1999
and for the nine months ended September 30, 1998 and 1999, are incorporated by
reference in the accompanying prospectus. Our financial results are not
comparable from year to year because we acquired and sold various radio
stations.

As you review the information contained in the following table, you should
note the following:

-- The performance of a radio station group is customarily measured by
its ability to generate broadcast cash flow. The two components of
broadcast cash flow are gross revenue, net of agency commissions, and
operating expenses, excluding depreciation and amortization, corporate
general and administrative expenses and non-cash and non-recurring
charges. Broadcast cash flow assists in comparing performance on a
consistent basis across companies without regard to depreciation and
amortization, which can vary significantly depending on accounting
methods, particularly when acquisitions are involved,

-- EBITDA consists of operating income or loss before depreciation and
amortization, and

-- after-tax cash flow consists of net income or loss before
extraordinary items less preferred dividends and the amount of
deferred tax benefit plus depreciation and amortization.

Although broadcast cash flow, EBITDA and after-tax cash flow are not
measures of performance calculated in accordance with generally accepted
accounting principles, we believe that they are useful to an investor in
evaluating our company because they are measures widely used in the broadcasting
industry to evaluate a radio company's operating performance. However, you
should not consider broadcast cash flow, EBITDA and after-tax cash flow in
isolation or as substitutes for net income, cash flows from operating activities
and other income or cash flow statement data prepared in accordance with
generally accepted accounting principles as a measure of liquidity or
profitability.

You should read the summary historical financial data presented below
together with, and it is qualified by reference to, our Consolidated Financial
Statements and related notes, which are incorporated by reference in the
accompanying prospectus, and the information contained in the "Selected
Historical Financial Data" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" sections included elsewhere in
this prospectus supplement.
S-4
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NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
------------------------------------- ------------------------
1996 1997 1998 1998 1999
---------- ---------- ----------- ---------- -----------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AND SHARE AMOUNTS)

STATEMENT OF OPERATIONS DATA:
Net broadcasting revenue............. $ 45,413 $ 89,803 $ 135,426 $ 98,821 $ 126,521
Station operating expenses........... 33,232 65,245 93,485 69,412 85,124
Depreciation and amortization........ 5,189 14,661 26,414 20,005 25,589
Corporate general and
administrative..................... 3,248 3,530 4,369 3,351 4,921
---------- ---------- ----------- ---------- -----------
Operating income..................... 3,744 6,367 11,158 6,053 10,887
Interest expense..................... 6,155 12,872 18,126 13,590 17,502
Other (income) expense, net.......... (414) (451) (1,651) (94) (1,187)
---------- ---------- ----------- ---------- -----------
Income (loss) before income taxes and
extraordinary item................. (1,997) (6,054) (5,317) (7,443) (5,428)
Current tax expense.................. -- -- 420 196 442
Deferred tax benefit................. -- (770) (1,806) (1,359) (1,818)
---------- ---------- ----------- ---------- -----------
Income (loss) before extraordinary
item............................... (1,997) (5,284) (3,931) (6,280) (4,052)
Extraordinary loss................... (1,769) -- -- -- --
---------- ---------- ----------- ---------- -----------
Net income (loss).................... (3,766) (5,284) (3,931) (6,280) (4,052)
Dividend requirement for exchangeable
preferred stock.................... -- 6,633 14,586 10,823 11,322
---------- ---------- ----------- ---------- -----------
Net loss applicable to common
shares............................. $ (3,766) $ (11,917) $ (18,517) $ (17,103) $ (15,374)
========== ========== =========== ========== ===========
Net loss per common share............ $ (1.18) $ (3.72) $ (1.51) $ (2.22) $ (0.55)
Shares used in per share
calculation........................ 3,196,551 3,199,467 12,297,588 7,690,114 27,871,316
OTHER DATA:
Broadcast cash flow.................. $ 12,181 $ 24,558 $ 41,941 $ 29,409 $ 41,397
EBITDA............................... 8,933 21,028 37,572 26,058 36,476
After-tax cash flow.................. 3,192 1,974 6,091 1,543 8,397
Net cash provided by (used in):
Operating activities............... (1,081) 5,651 13,538 3,946 7,337
Investing activities............... (61,124) (212,253) (45,812) (39,350) (246,831)
Financing activities............... 62,788 212,699 127,430 35,126 145,450
Capital expenditures................. 2,041 2,070 4,512 1,747 15,938

DECEMBER 31,
------------------------------ SEPTEMBER 30,
1996 1997 1998 1999
-------- -------- -------- -------------
(DOLLARS IN THOUSANDS)

BALANCE SHEET DATA:
Cash and cash equivalents............................ $ 1,588 $ 7,685 $102,842 $ 8,798
Working capital (deficiency)......................... (4,195) 22,594 149,601 70,790
Intangible assets, net............................... 51,802 268,690 268,790 480,431
Total assets....................................... 102,315 344,172 472,261 639,529
Long-term debt (including current portion)........... 90,714 189,699 211,419 271,580
Exchangeable preferred stock......................... -- 102,010 116,775 82,526
Shareholders' equity................................. 6,070 16,132 103,963 223,438

S-5
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PRELIMINARY FOURTH QUARTER 1999 FINANCIAL RESULTS

Our unaudited consolidated net revenue for the three-month and one-year
periods ended December 31, 1999 was approximately $55.5 million and $178.5
million, respectively, as compared to unaudited consolidated net revenue of
$35.6 million and $133.3 million, respectively, for the corresponding periods of
1998. Unaudited broadcast cash flow was approximately $21.1 million and $63.3
million, respectively, for the three-month and one-year periods ended December
31, 1999, as compared to unaudited broadcast cash flow of $12.3 million and
$41.4 million for the corresponding periods of 1998. The foregoing data exclude
results of operations of our internet service provider business, which is being
treated as discontinued operations.

These preliminary estimated results of operations, which have not been
audited by our independent certified public accountants, reflect, in our
opinion, all material adjustments (consisting only of normal recurring
adjustments) necessary to present fairly the results of operations for such
periods. We will announce additional information regarding our results of
operations for the three-month and one-year periods ended December 31, 1999 upon
completion of the audit procedures presently being conducted by our independent
certified public accountants.
S-6
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RISK FACTORS

Investing in our common stock involves risks. You should carefully consider
the following factors and other information in this prospectus supplement and
the accompanying prospectus (including the information incorporated by
reference) before deciding to invest in our common stock. These risks and
uncertainties are not the only ones facing us or which may adversely affect our
business. Any of the following risks could have a material adverse effect on our
business, financial condition or results of operations or on the value of our
common stock.

SUBSTANTIAL INDEBTEDNESS--OUR DEBT SERVICE CONSUMES A SUBSTANTIAL PORTION
OF THE CASH WE GENERATE AND REDUCES THE CASH AVAILABLE TO INVEST IN OUR
OPERATIONS.

We have a significant amount of indebtedness. Our large amount of debt
could significantly impact our business because, among other things, it:

-- requires us to dedicate a substantial portion of our operating cash
flow to pay interest expense, which reduces funds available for
operations, future business opportunities and other purposes,

-- limits our ability to obtain additional financing, if we need it, for
working capital, capital expenditures, acquisitions, debt service
requirements or other purposes,

-- inhibits our ability to compete with competitors who are less
leveraged than we are, and

-- restrains our ability to react to changing market conditions, changes
in our industry and economic downturns.

As of September 30, 1999, on a pro forma basis after giving effect to the
radio station acquisitions and dispositions we completed since September 30,
1999, substantially all of our pending acquisitions and this offering of our
common stock and the use of estimated net proceeds we receive from this offering
as if they had occurred on September 30, 1999, we would have had:

-- outstanding total debt of approximately $612.2 million, excluding the
discount on Citadel Broadcasting's 10 1/4% Senior Subordinated Notes
due 2007 and its 9 1/4% Senior Subordinated Notes due 2008,

-- Citadel Broadcasting's 13 1/4% Exchangeable Preferred Stock with an
aggregate liquidation preference of approximately $82.5 million, and

-- shareholders' equity of approximately $467.3 million.

For more information about our indebtedness, see the "Management's
Discussion and Analysis of Financial Condition and Results of Operation" section
in this prospectus supplement under the heading "Liquidity and Capital
Resources" and the description of Citadel Broadcasting's credit facility in our
Current Report on Form 8-K filed with the SEC on January 6, 2000.

ABILITY TO SERVICE DEBT--IN ORDER TO SERVICE OUR DEBT, WE REQUIRE A
SIGNIFICANT AMOUNT OF CASH. HOWEVER, OUR ABILITY TO GENERATE CASH DEPENDS ON
MANY FACTORS WHICH ARE BEYOND OUR CONTROL.

Prevailing economic conditions and financial, business and other factors,
many of which are beyond our control, will affect our ability to satisfy our
debt obligations. If in the future we cannot generate sufficient cash flow from
operations to meet our obligations, we may need to refinance our debt, obtain
additional financing, delay planned acquisitions and capital expenditures or
sell assets. Any of these actions could adversely affect the value of our common
stock. We cannot assure you that we will generate sufficient cash flow or be
able to obtain sufficient funding to satisfy our debt service requirements.

S-7
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RESTRICTIONS IMPOSED ON US BY OUR DEBT INSTRUMENTS--OUR EXISTING DEBT
INSTRUMENTS CONTAIN RESTRICTIONS AND LIMITATIONS WHICH COULD SIGNIFICANTLY
IMPACT OUR ABILITY TO OPERATE OUR BUSINESS AND THE VALUE OF OUR COMMON STOCK.

The covenants in Citadel Broadcasting's credit facility and the agreements
governing its other outstanding debt and preferred stock restrict, among other
things, Citadel Broadcasting's ability to incur additional debt, make particular
types of investments or other restricted payments, swap or sell assets or merge
or consolidate. A breach of any of the covenants contained in the credit
facility could allow the lenders to declare all amounts outstanding under the
credit facility to be immediately due and payable. In addition, the lenders
under the credit facility could proceed against the collateral granted to them
to secure that indebtedness. We have pledged the outstanding shares of common
stock of Citadel Broadcasting owned by us to secure our guarantee of the credit
facility. If the amounts outstanding under the credit facility are accelerated,
we cannot assure you that our assets will be sufficient to repay amounts due
under the credit facility and other outstanding debt obligations.

The credit facility requires Citadel Broadcasting to obtain its banks'
consent before making capital expenditures that exceed the amount permitted by
the credit facility and before making acquisitions that do not meet applicable
tests under the credit facility. The credit facility also requires Citadel
Broadcasting to maintain specific financial ratios and satisfy financial
condition tests. Events beyond our control could affect Citadel Broadcasting's
ability to meet those financial ratios and condition tests, and we cannot assure
you that it will do so.

The indentures governing Citadel Broadcasting's 9 1/4% notes and 10 1/4%
notes and Citadel Broadcasting's credit facility restrict, with certain
exceptions, Citadel Broadcasting's ability to pay dividends on or to repurchase,
redeem or otherwise acquire any shares of its capital stock. In the event that,
after July 1, 2002, cash dividends on Citadel Broadcasting's exchangeable
preferred stock are in arrears and unpaid for two or more semi-annual dividend
periods, whether or not consecutive, holders of the exchangeable preferred stock
will be entitled to elect two directors of Citadel Broadcasting. This right to
elect directors could limit our control over Citadel Broadcasting, and could
adversely affect the value of our common stock.

HISTORY OF NET LOSSES--WE HAVE A HISTORY OF NET LOSSES WHICH WE EXPECT TO
CONTINUE THROUGH AT LEAST 2000.

We had net losses of $3.9 million for the year ended December 31, 1998 and
$4.1 million for the nine months ended September 30, 1999. The primary reasons
for these losses are significant charges for depreciation and amortization
relating to the acquisition of radio stations and interest charges on our
outstanding debt. If we acquire additional stations, these charges will probably
increase. We expect to continue to experience net losses through at least 2000.

S-8
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LIMITATIONS ON ACQUISITION STRATEGY--OUR STRATEGY TO EXPAND OUR BUSINESS AND
INCREASE REVENUE THROUGH ACQUISITIONS MAY FAIL DUE TO A NUMBER OF RISKS INVOLVED
IN IMPLEMENTING THIS STRATEGY.

We intend to grow by acquiring radio stations primarily in mid-sized
markets. However, our acquisition strategy may not increase our cash flow or
yield other anticipated benefits because this strategy is subject to a number of
risks, including:

-- failure or unanticipated delays in completing acquisitions due to
difficulties in obtaining regulatory approval,

-- failure of certain of our acquisitions to prove profitable or for the
station or stations acquired to generate cash flow,

-- difficulty in integrating the operations, systems and management of
our acquired stations,

-- diversion of management's attention from other business concerns,

-- loss of key employees of acquired stations,

-- increases in prices for radio stations due to increased competition
for acquisition opportunities, and

-- inability to obtain any required financing for acquisitions on terms
favorable to us or at all.

In addition, Citadel Broadcasting's credit facility permits Citadel
Broadcasting to make acquisitions of radio stations without the consent of its
banks under the credit facility only if Citadel Broadcasting maintains the
financial ratios and financial condition tests specified in the credit facility.
Consequently, we may experience difficulties in pursuing our acquisition
strategy.

POTENTIAL DIFFICULTIES IN COMPLETING PENDING AND FUTURE TRANSACTIONS DUE TO
GOVERNMENTAL REVIEW--ANTITRUST LAW AND OTHER REGULATORY CONSIDERATIONS COULD
PREVENT OR DELAY OUR STRATEGY TO EXPAND OUR BUSINESS AND INCREASE REVENUE.

The completion of several of our pending transactions is, and future
transactions we may consider will likely be, subject to the notification filing
requirements, applicable waiting periods and possible review by the United
States Department of Justice or the Federal Trade Commission under the Hart-
Scott-Rodino Antitrust Improvements Act of 1976, as amended. All of our pending
and future radio station acquisitions and dispositions will be subject to the
license transfer approval process of the Federal Communications Commission.
Review by the Department of Justice or the Federal Trade Commission may cause
delays in completing transactions and, in some cases, result in attempts by
these agencies to prevent completion of transactions or negotiate modifications
to the proposed terms. Review by the FCC, particularly review of concentration
of market revenue share, may also cause delays in completing transactions. Any
delay, prohibition or modification could adversely affect the terms of a
proposed transaction or could require us to abandon an otherwise attractive
opportunity. The closing of our pending acquisition of one AM radio station
serving the Salt Lake City market may be delayed because a petition to deny the
transfer of the broadcast license has been filed with the FCC. Action on FCC
license assignment applications relating to four of our pending acquisitions may
be delayed by the FCC's analysis of market revenue share in each of Binghamton,
Syracuse and Ithaca, New York; Albuquerque, New Mexico; Augusta, Maine; and
Lafayette, Louisiana and in Providence, Rhode Island given its proximity to New
Bedford, Massachusetts. The closing of our pending acquisition of radio stations
in Lansing, Saginaw/Bay City and Flint, Michigan may be delayed in response to
an informal inquiry from the Department of Justice relating to Saginaw/Bay City.
For a discussion of one antitrust

S-9
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proceeding in which we are currently involved see the next risk factor relating
to the importance of certain markets.

IMPORTANCE OF CERTAIN MARKETS--A DOWNTURN IN ANY OF OUR KEY MARKETS COULD
ADVERSELY AFFECT OUR REVENUE AND CASH FLOW.

The performance of our radio stations in the Albuquerque, Providence, Salt
Lake City, Little Rock and Modesto markets is particularly important for our
financial well-being. A significant decline in net broadcasting revenue from our
stations in any of these markets could have a material adverse effect on our
operations and financial condition. To illustrate, on an actual and a pro forma
basis, after giving effect to a substantial majority of the radio station
acquisitions and dispositions we completed since January 1, 1998, as if they had
occurred on January 1, 1998, our radio stations in these markets would have
generated the following percentages of our total net broadcasting revenue and
broadcast cash flow in 1998:

% OF NET % OF BROADCAST
BROADCASTING REVENUE CASH FLOW
--------------------- -------------------
MARKET ACTUAL PRO FORMA ACTUAL PRO FORMA
------ ------- ---------- ------ ---------

Albuquerque, NM......................... 15.1% 7.7% 18.3% 9.2%
Providence, RI.......................... 11.6 5.9 15.2 7.6
Salt Lake City, UT...................... 11.3 5.8 11.6 5.8
Little Rock, AR......................... 7.3 4.0 7.5 4.1
Modesto, CA............................. 7.0 3.6 10.5 5.3

In 1996, we received a civil investigative demand from the Department of
Justice concerning our acquisition of all of the assets of KRST-FM in
Albuquerque, New Mexico on October 9, 1996. The demand requested written answers
to interrogatories and the production of documents concerning the radio station
market in Albuquerque, in general, and the KRST acquisition, in particular, to
enable the Department of Justice to determine, among other things, whether the
KRST acquisition would result in excessive concentration in the market. We
responded to the demand. The Department of Justice requested supplemental
information in 1997, to which request we also responded. This matter remains
open. If the Department of Justice were to proceed with and successfully
challenge the KRST acquisition, we may be required to divest one or more radio
stations in Albuquerque.

IMPACT OF THE YEAR 2000 PROBLEM--THE YEAR 2000 PROBLEM COULD SIGNIFICANTLY
DISRUPT OUR OPERATIONS, CAUSING A DECLINE IN CASH FLOW AND REVENUE AND OTHER
DIFFICULTIES.

We are in the process of monitoring potential risks to our business related
to the year 2000 problem, which may persist for some time following January 1,
2000. For example, the year 2000 is a leap year, which could cause problems for
computer hardware and software. Although we believe that our critical systems
are year 2000 ready, we cannot assure you that this is the case. If we
experience significant problems as a result of the year 2000 problem, our
operations, revenue, cash flow and other important aspects of our business and
financial well-being may be adversely affected.

We believe that our greatest potential year 2000 risk is that third parties
with whom we deal will fail to be year 2000 ready. For example, our operations
and revenue may be adversely affected if our programming suppliers or key
advertisers experience significant disruptions in their businesses because of
the year 2000 problem.

S-10
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For more information concerning the year 2000 problem and its potential
impact on our business, see the "Management's Discussion and Analysis of
Financial Condition and Results of Operations" section in this prospectus
supplement under the heading "Liquidity and Capital Resources."

SIGNIFICANT COMPETITION IN OUR INDUSTRY--BECAUSE THE RADIO BROADCASTING INDUSTRY
IS HIGHLY COMPETITIVE, WE MAY LOSE AUDIENCE SHARE AND ADVERTISING REVENUE.

Our radio stations face heavy competition from other radio stations in each
market for audience share and advertising revenue. We also compete with other
media such as television, newspapers, direct mail and outdoor advertising for
advertising revenue. A decrease in either audience share or advertising revenue
could result in decreased cash flow, which could impair our ability to, among
other things, service our debt obligations, and which could adversely affect the
value of our common stock. The radio broadcasting industry is also facing
competition from new media technologies that are being developed such as the
following:

-- audio programming by cable television systems, direct broadcasting
satellite systems and other digital audio broadcasting formats,

-- satellite-delivered digital audio radio service, which could result in
the introduction of several new satellite radio services with sound
quality equivalent to that of compact discs, and

-- in-band-on-channel digital radio, which could provide digital radio
services in the same frequency range currently occupied by traditional
AM and FM radio services.

We cannot predict either the extent to which such competition will
materialize or, if such competition materializes, the extent of its effect on
our business. The Internet has also created a new form of competition.

EXTENSIVE REGULATION OF OUR INDUSTRY--THE FCC'S EXTENSIVE REGULATION OF THE
RADIO BROADCASTING INDUSTRY LIMITS OUR ABILITY TO OWN AND OPERATE RADIO STATIONS
AND OTHER MEDIA OUTLETS.

Licenses. The radio broadcasting industry is subject to extensive
regulation by the FCC under the Communications Act of 1934, as amended.
Issuance, renewal or transfer of radio broadcast station operating licenses
requires FCC approval, and we cannot operate our radio stations without FCC
licenses. Our failure to renew any of our licenses could prevent us from
operating the affected station and generating revenue from it. If the FCC
decides to include conditions or qualifications in any of our licenses, we may
be limited in the manner in which we may operate the affected station.

For a discussion of radio licensing, see the "Business" section of this
prospectus supplement under the heading "Federal Regulation of Radio
Broadcasting" and the subheading "License Grant and Renewal."

Ownership. The Communications Act and FCC rules impose specific limits on
the number of stations and other media outlets an entity can own in a single
market. The FCC attributes interests held by, among others, an entity's
officers, directors and stockholders to that entity for purposes of applying
these ownership limitations. The existing ownership rules or proposed new rules
could affect our acquisition strategy because they may prevent us from acquiring
additional stations in a particular market. We may also be prevented from
engaging in a swap transaction if the swap would cause the other company to
violate these rules.

S-11
14

For a more detailed discussion of these ownership limitations and their
impact on our business, see the "Business" section of this prospectus supplement
under the heading "Federal Regulation of Radio Broadcasting" under the
subheading "Ownership Matters."

CONCENTRATION OF OWNERSHIP--ONE OF OUR STOCKHOLDERS BENEFICIALLY OWNS, AND A
VOTING TRUSTEE HAS THE POWER TO VOTE THE SHARES REPRESENTING, A SUBSTANTIAL
AMOUNT OF OUR COMMON STOCK. THIS CONCENTRATION OF OWNERSHIP CAN SIGNIFICANTLY
AFFECT MATTERS REQUIRING A SHAREHOLDER VOTE.

Immediately following the completion of this offering, ABRY Broadcast
Partners II, L.P. will beneficially own approximately 9.1% of our common stock.
A voting trust has been established under which the voting trustee has the sole
power to vote these shares. This concentration of ownership will mean that the
voting trustee will have the ability to significantly affect matters that
require a stockholder vote.

POTENTIAL ANTI-TAKEOVER EFFECTS--PROVISIONS OF NEVADA LAW AND FEDERAL
REGULATIONS AND IN OUR ORGANIZATIONAL DOCUMENTS MAY DISCOURAGE FUTURE TAKEOVER
ATTEMPTS.

Nevada statutes, provisions of our Certificate of Incorporation and Bylaws
and FCC regulations may hinder, delay or defer a change in control of Citadel
Communications and therefore, may have an anti-takeover effect, as more fully
described in the "Description of the Citadel Communications Common Stock"
section of the accompanying prospectus under the heading "Certain Anti-Takeover
Effects." This could adversely impact prevailing market prices for our common
stock and could preclude a transaction in which you otherwise could receive a
substantial premium for your shares of common stock over then-current market
prices.

FUTURE SALES OF COMMON STOCK--FUTURE SALES OF OUR COMMON STOCK COULD ADVERSELY
AFFECT ITS MARKET PRICE.

The market price for our common stock could fall substantially if our
stockholders who are our affiliates, as defined in Rule 144 of the Securities
Act, or who hold restricted shares of common stock sell large amounts of our
common stock in the public market following this offering. These sales, or the
possibility that these sales may occur, could make it more difficult for us to
sell equity or equity related securities in the future. These sales in the
public market are limited by restrictions under federal securities law and by
lock-up agreements that we, our directors and officers and some of our existing
stockholders have entered or will enter into with the underwriters. With some
exceptions, the lock-up agreements restrict us, our directors and officers and
some of our existing stockholders from selling or otherwise disposing of any
shares of our common stock for a period of 90 days (30 days in the case of
certain of our stockholders who are not selling stockholders) after the date of
this prospectus supplement without the prior written consent of Credit Suisse
First Boston Corporation, which may, in its sole discretion and without notice,
release all or any portion of the shares from the restrictions in the lock-up
agreements.

S-12
15

As of February 7, 2000, we had 32,003,417 outstanding shares of common
stock. Of these shares, 6,100,983 are held by affiliates or are restricted
shares, not including those shares to be sold by the selling stockholders in
this offering, and will become eligible for sale in the public market as shown
in the following table:

NUMBER OF
SHARES DATE ELIGIBLE FOR PUBLIC RESALE
- --------- ----------------------------------------------------

406,599 Date of this prospectus supplement
3,700,676 30 days after the date of this prospectus supplement
1,993,708 90 days after the date of this prospectus supplement

Any shares that may be purchased in this offering by our affiliates will be
subject to the volume and other selling limitations under Rule 144 of the
Securities Act. Substantially, all of the shares eligible for sale on the 30th
day and 90th day after the date of this prospectus supplement will be subject
initially to volume and other limitations under Rule 144.

As of February 7, 2000, 3,585,214 shares of our common stock are subject to
options we have granted to our employees and consultants. As of February 7,
2000, outstanding options to purchase 1,000,797 shares were vested.

S-13
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USE OF PROCEEDS

The net proceeds to Citadel Communications from this offering are estimated
to be approximately $234.1 million, after deducting underwriting discounts and
commissions and estimated offering expenses payable by us. We intend to use the
net proceeds we receive from this offering as set forth below. Pending these
uses, we intend to invest the net proceeds in short-term, investment grade,
interest-bearing securities.

AMOUNT
-------------
(IN MILLIONS)

SOURCES:
Net proceeds from this offering........................... $234.1
Proceeds from sale of radio stations in November 1999..... 26.0
Borrowings under Citadel Broadcasting's credit facility... 277.6
Cash and cash equivalents................................. 2.1
------
Total............................................. $539.8
======
USES:
Repayment of a portion of the indebtedness currently
outstanding
under Citadel Broadcasting's credit facility........... $ 9.6
Aggregate cash purchase price for our pending
acquisitions........................................... 530.2
------
Total............................................. $539.8
======

As of February 7, 2000, $129.6 million was outstanding under Citadel
Broadcasting's credit facility. This amount excludes $35.4 million of letters of
credit issued and outstanding under the credit facility. For the twelve-month
period ended January 31, 2000, the weighted average interest rate under Citadel
Broadcasting's credit facilities was approximately 7.6%. Subject to certain
mandatory prepayments of amounts outstanding under the credit facility, the
balance of any amounts outstanding would be due March 31, 2007. Amounts
outstanding under the credit facility have been used to repay amounts borrowed
under a prior credit facility and for related expenses and for acquisitions and
working capital purposes. Amounts borrowed under the prior credit facility were
used for acquisitions and working capital purposes. Following application of the
proceeds we receive in this offering, approximately $280.0 million will be
available for borrowing under Citadel Broadcasting's credit facility. We expect
to borrow approximately $277.6 million of this amount to complete our pending
acquisitions.

The following is a brief discussion of each of our 11 pending transactions
for which the proceeds we receive from this offering may be used:

-- On October 5, 1999, we entered into an asset purchase agreement to
acquire one AM radio station serving the Salt Lake City, Utah market,
including the related tower site, for a purchase price of
approximately $0.6 million in cash.

-- On October 8, 1999, we entered into an exchange agreement to acquire
one AM radio station in Binghamton, New York in exchange for one AM
radio station in Binghamton, New York owned by us and approximately
$0.6 million in cash.

-- On October 27, 1999, we entered into an asset purchase agreement to
acquire 23 FM and 13 AM radio stations in Buffalo, Syracuse and
Ithaca, New York; Atlantic City, New Jersey; Tyler/ Longview, Texas;
Monroe, Louisiana; New London, Connecticut; New Bedford,
Massachusetts; and Augusta/Waterville, Presque Isle and
Dennsyville/Calais, Maine, as well as the right to operate an
additional FM radio station in Atlantic City under a program service
and time brokerage agreement. The aggregate purchase price is
approximately $190.0 million in cash. The

S-14
17

stations indicated include one AM radio station in Buffalo that an
affiliate of the seller has entered into an agreement to purchase. If
this transaction has not been completed prior to our acquisition, we
will be assigned the rights under the purchase agreement.

-- On November 16, 1999, we entered into an asset purchase agreement to
acquire two FM and two AM radio stations in Lafayette, Louisiana for
the purchase price of approximately $8.5 million in cash.

-- On November 16, 1999, we entered into an asset purchase agreement to
acquire one AM radio station in Albuquerque, New Mexico in exchange
for one AM radio station in Albuquerque owned by us and approximately
$5.4 million in cash, of which $1.0 million has been paid in advance.

-- On December 3, 1999, we entered into two asset purchase agreements to
acquire a total of two FM radio stations serving the Worcester,
Massachusetts market for an aggregate purchase price of approximately
$24.5 million in cash. We expect to close the first of these two
transactions prior to receipt of a final order from the FCC. Until the
order becomes final, third parties may file a request for
reconsideration or judicial review or the FCC may reconsider the grant
on its own motion. Such action could expose us to a modification or
set aside of the initial approval. There can be no assurance that a
modification or set aside will not occur.

-- On December 3, 1999, we entered into an asset purchase agreement to
acquire four FM and two AM radio stations serving the Lansing,
Michigan market, two FM stations serving the Saginaw/Bay City,
Michigan market and one FM radio station serving the Flint, Michigan
market. The aggregate purchase price is approximately $120.5 million,
consisting of 200,000 shares of our common stock valued at $50.375 per
share, based on the closing share price of the common stock on
December 2, 1999, and approximately $110.4 million in cash. However,
if the value of the common stock at the time of closing, based on the
20-day average closing sale price per share prior to closing, is less
than $45.3375 (90% of the value on December 2, 1999), then no common
stock will be issued and the purchase price will be paid entirely in
cash. For purposes of this "Use of Proceeds" section, we assume that
shares of our common stock will be issued.

-- On December 21, 1999 we entered into an asset purchase agreement to
acquire one FM radio station serving the Worcester, Massachusetts
market for the purchase price of approximately $14.3 million in cash.

-- On January 23, 2000, we entered into a stock purchase agreement with
Bloomington Broadcasting Holdings, Inc. and its stockholders to
purchase all of the issued and outstanding capital stock of
Bloomington Broadcasting Holdings. Through its subsidiaries,
Bloomington Broadcasting Holdings is expected to own and operate at
closing 13 FM and seven AM radio stations serving the Grand Rapids,
Michigan; Columbia, South Carolina; Chattanooga, Tennessee; Johnson
City/Kingsport/Bristol, Tennessee; and Bloomington, Illinois markets
for the aggregate purchase price of approximately $176.0 million in
cash. This amount includes repayment of indebtedness of Bloomington
Broadcasting Holdings that may be outstanding at the time of closing
and a deferred obligation relating to a recent radio station purchase
by Bloomington Broadcasting Holdings. Certain purchase price
adjustments may also be made at closing. The stations indicated
include one AM radio station serving the Johnson
City/Kingsport/Bristol market that Bloomington Broadcasting Holdings
has entered into an agreement to purchase. If this transaction has not
been completed prior to completion of our acquisition of Bloomington
Broadcasting Holdings, we will be assigned the rights under the
purchase agreement.

S-15
18

-- On January 31, 2000, we entered into an asset purchase agreement to
acquire one FM radio station and one AM radio station serving the
Worcester, Massachusetts market for the purchase price of
approximately $0.9 million.

We may need to change the use of proceeds set forth above in the event that
our pending acquisitions indicated above do not close. The completion of each of
these pending acquisitions is subject to conditions. If a sufficient number of
our pending acquisitions do not close, we will likely use the excess proceeds
from this offering to fund future acquisitions or for working capital and
general corporate purposes.

S-16
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MARKET PRICES AND DIVIDEND POLICY

Our common stock is traded on the Nasdaq National Market under the symbol
"CITC." Public trading of our common stock began on July 1, 1998. The following
table presents the high and low closing prices per share for our common stock
for the periods indicated since July 1, 1998.

1998 HIGH LOW
- ---- ------ ------

Quarter Ended September 30.................................. $26.75 $17.75
Quarter Ended December 31................................... $29.38 $14.88

1999 HIGH LOW
- ---- ------ ------
Quarter Ended March 31...................................... $33.25 $22.75
Quarter Ended June 30....................................... $37.75 $27.50
Quarter Ended September 30.................................. $39.75 $28.88
Quarter Ended December 31................................... $64.88 $33.25
2000 HIGH LOW
- ---- ------ ------
January 1 to February 7..................................... $59.00 $43.69

On February 7, 2000, the last reported sale price of our common stock on
the Nasdaq National Market was $54.0625. On February 7, 2000, there were
32,003,417 outstanding shares of our common stock and there were 73 record
holders of our common stock. However, we believe the number of beneficial owners
is significantly greater.

We have never declared or paid any cash dividends on our common stock. We
currently intend to retain earnings to finance the growth and development of our
business and do not anticipate declaring or paying cash dividends on our common
stock in the foreseeable future. Declaration or payment of future dividends, if
any, will be at the discretion of our Board of Directors after taking into
account various factors, including our financial condition, operating results,
current and anticipated cash needs and other factors our Board of Directors
deems relevant. The terms of the various documents governing Citadel
Broadcasting's indebtedness and its exchangeable preferred stock impose
significant restrictions on the payment of dividends and the making of loans by
Citadel Broadcasting to Citadel Communications. Because Citadel Communications
is a holding company, we do not have any other source from which to pay cash
dividends on our common stock.

S-17
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CAPITALIZATION

The following table sets forth the unaudited capitalization of Citadel
Communications as of September 30, 1999 on:

-- an actual basis,

-- a pro forma basis to give effect to the transactions we completed
since September 30, 1999 and substantially all of our pending
transactions as if they had occurred on September 30, 1999, and

-- a pro forma basis as further adjusted to give effect to this offering
and the application of estimated net proceeds we receive from this
offering as if they had occurred on September 30, 1999.

Amounts shown for Citadel Broadcasting's 10 1/4% notes, 9 1/4% notes and total
long-term debt exclude the discount on the 10 1/4% notes and the 9 1/4% notes.
You should read this table in conjunction with our Consolidated Financial
Statements and related notes, which are incorporated by reference in the
accompanying prospectus, and other information included elsewhere in this
prospectus supplement and the accompanying prospectus (including information
incorporated by reference).

SEPTEMBER 30, 1999
--------------------------------- PRO FORMA
PRO FORMA FOR OUR AS FURTHER
RECENTLY COMPLETED AND ADJUSTED FOR
ACTUAL PENDING TRANSACTIONS THIS OFFERING
-------- ---------------------- -------------
(DOLLARS IN THOUSANDS)

Long-term debt, including current portion:
Credit facility............................ $ 57,500 $ 626,091(a) $ 391,251
Other obligations.......................... 3,679 4,933 4,933
10 1/4% notes.............................. 101,000 101,000 101,000
9 1/4% notes............................... 115,000 115,000 115,000
-------- ---------- ----------
Total long-term debt......................... 277,179 847,024 612,184
13 1/4% exchangeable preferred stock......... 82,526 82,526 82,526
Shareholders' equity:
Common stock............................... 31 32 36
Additional paid-in capital................. 263,483 273,557 507,643
Deferred compensation...................... (3,329) (3,329) (3,329)
Accumulated deficit........................ (36,735) (37,085) (37,085)
Accumulated other comprehensive loss....... (12) (12) (12)
-------- ---------- ----------
Total shareholders' equity.............. 223,438 233,163 467,253
-------- ---------- ----------
Total capitalization......................... $583,143 $1,162,713 $1,161,963
======== ========== ==========

- ---------------
(a) Assumes that we would be permitted to borrow this amount under Citadel
Broadcasting's credit facility.

S-18
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SELECTED HISTORICAL FINANCIAL DATA

The selected consolidated historical financial data presented below as of
and for each of the years ended December 31, 1994, 1995, 1996, 1997 and 1998 are
derived from our consolidated financial statements. These consolidated financial
statements have been audited by KPMG LLP, independent certified public
accountants. Our selected historical financial data presented below as of
September 30, 1999, for the nine months ended September 30, 1998 and 1999 and
for each of the three month periods ended March 31, 1997 through September 30,
1999 are derived from our unaudited consolidated financial statements. In our
opinion, these unaudited consolidated financial statements contain all necessary
adjustments of a normal recurring nature to present the financial statements in
accordance with generally accepted accounting principles. Our financial results
are not comparable from year to year because of our acquisition and disposition
of various radio stations.

You should read the summary historical financial data presented below
together with, and it is qualified by reference to, our Consolidated Financial
Statements and related notes, which are incorporated by reference in the
accompanying prospectus, and the information contained in the "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
section of this prospectus supplement.

As you review the information contained in the following table with respect
to the years ended December 31, 1994 through 1998 and the nine month periods
ended September 30, 1998 and 1999, you should note the following:

-- Interest Expense. Interest expense includes debt issuance costs and
debt discount amortization of approximately $287,000, $132,000,
$371,000, $441,000 and $717,000 for the years ended December 31, 1994,
1995, 1996, 1997 and 1998, respectively, and $529,000 and $755,000 for
the nine months ended September 30, 1998 and 1999, respectively.

-- Extraordinary Loss. On October 9, 1996, we repaid our long-term debt
of $31.3 million, payable to a financial institution, and our note
payable to a related party of $7.0 million. The early retirement of
the long-term debt resulted in a $1.8 million extraordinary loss due
to prepayment premiums and the write-off of debt issuance costs.

-- Cash Dividends. We have never declared cash dividends on our common
stock.

-- Net Loss Per Common Share. Basic and diluted net loss per common share
are the same for all periods presented due to our net losses.

-- Other (Income) Expense, Net. Other (income) expense includes gain
(loss) on sales of radio stations and property and equipment of
approximately $620,000, $707,000, $(2,000), $0 and $1,045,000 for the
years ended December 31, 1994, 1995, 1996, 1997 and 1998,
respectively, and $(68,000) and $(43,000) for the nine months ended
September 30, 1998 and 1999, respectively.

-- Broadcast Cash Flow, EBITDA and After-tax Cash Flow. The performance
of a radio station group is customarily measured by its ability to
generate broadcast cash flow. The two components of broadcast cash
flow are gross revenue, net of agency commissions, and operating
expenses, excluding depreciation and amortization, corporate general
and administrative expenses and non-cash and non-recurring charges.
Broadcast cash flow assists in comparing performance on a consistent
basis across companies without regard to depreciation and
amortization, which can vary significantly depending on accounting
methods, particularly when acquisitions are involved. EBITDA consists
of operating income (loss) before depreciation and amortization.
After-tax cash flow consists of net income before extraordinary items
less preferred dividends

S-19
22

and the amount of the deferred tax benefit plus depreciation and
amortization. Although broadcast cash flow, EBITDA and after-tax cash
flow are not measures of performance calculated in accordance with
generally accepted accounting principles, we believe that they are
useful to an investor in evaluating our company because they are
measures widely used in the broadcasting industry to evaluate a radio
company's operating performance. However, you should not consider
broadcast cash flow, EBITDA and after-tax cash flow in isolation or as
substitutes for net income, cash flows from operating activities and
other income or cash flow statement data prepared in accordance with
generally accepted accounting principles as a measure of liquidity or
profitability.

NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
--------------------------------------------------------------- ------------------------
1994 1995 1996 1997 1998 1998 1999
---------- ---------- ---------- ---------- ----------- ---------- -----------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AND SHARE AMOUNTS)

STATEMENT OF OPERATIONS DATA:
Net broadcasting revenue..... $ 32,998 $ 34,112 $ 45,413 $ 89,803 $ 135,426 $ 98,821 $ 126,521
Station operating expenses... 24,331 26,832 33,232 65,245 93,485 69,412 85,124
Depreciation and
amortization............... 7,465 4,921 5,189 14,661 26,414 20,005 25,589
Corporate general and
administrative............. 2,504 2,274 3,248 3,530 4,369 3,351 4,921
---------- ---------- ---------- ---------- ----------- ---------- -----------
Operating income (loss)...... (1,302) 85 3,744 6,367 11,158 6,053 10,887
Interest expense............. 4,866 5,242 6,155 12,872 18,126 13,590 17,502
Other (income) expense,
net........................ (657) (781) (414) (451) (1,651) (94) (1,187)
---------- ---------- ---------- ---------- ----------- ---------- -----------
Income (loss) before income
taxes and extraordinary
item....................... (5,511) (4,376) (1,997) (6,054) (5,317) (7,443) (5,428)
Current tax expense.......... -- -- -- -- 420 196 442
Deferred tax benefit......... -- -- -- (770) (1,806) (1,359) (1,818)
---------- ---------- ---------- ---------- ----------- ---------- -----------
Income (loss) before
extraordinary item......... (5,511) (4,376) (1,997) (5,284) (3,931) (6,280) (4,052)
Extraordinary loss........... -- -- (1,769) -- -- -- --
---------- ---------- ---------- ---------- ----------- ---------- -----------
Net income (loss)............ (5,511) (4,376) (3,766) (5,284) (3,931) (6,280) (4,052)
Dividend requirement for
exchangeable preferred
stock...................... -- -- -- 6,633 14,586 10,823 11,322
---------- ---------- ---------- ---------- ----------- ---------- -----------
Net loss applicable to common
shares..................... $ (5,511) $ (4,376) $ (3,766) $ (11,917) $ (18,517) $ (17,103) $ (15,374)
========== ========== ========== ========== =========== ========== ===========
Net loss per common share.... $ (1.82) $ (1.35) $ (1.18) $ (3.72) $ (1.51) $ (2.22) $ (0.55)
Shares used in per share
calculation................ 3,020,844 3,234,996 3,196,551 3,199,467 12,297,588 7,690,114 27,871,316
OTHER DATA:
Broadcast cash flow.......... $ 8,667 $ 7,280 $ 12,181 $ 24,558 $ 41,941 $ 29,409 $ 41,397
EBITDA....................... 6,163 5,006 8,933 21,028 37,572 26,058 36,476
After-tax cash flow.......... 1,954 545 3,192 1,974 6,091 1,543 8,397
Net cash provided by: (used
in)
Operating activities....... 324 (434) (1,081) 5,651 13,538 3,946 7,337
Investing activities....... (14,037) 4,810 (61,124) (212,253) (45,812) (39,350) (246,831)
Financing activities....... 14,393 (4,908) 62,788 212,699 127,430 35,126 145,450
Capital expenditures......... 2,857 1,691 2,041 2,070 4,512 1,747 15,938

S-20
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THREE MONTHS ENDED
-------------------------------------------------------
MARCH 31, JUNE 30, SEPT. 30, DEC. 31, MARCH 31,
1997 1997 1997 1997 1998
--------- -------- --------- -------- ---------
(IN THOUSANDS, EXCEPT NET LOSS PER COMMON SHARE AMOUNTS)

Net broadcasting revenue........ $14,506 $17,905 $27,614 $29,778 $28,139
Station operating expenses...... 11,277 13,036 18,993 21,939 21,897
Depreciation and amortization... 2,529 2,471 4,589 5,072 5,946
Corporate general and
administrative................ 750 844 968 968 1,118
------- ------- ------- ------- -------
Operating income (loss)......... (50) 1,554 3,064 1,799 (822)
Interest expense................ 2,177 2,556 3,736 4,403 4,759
Other (income) expense, net..... (11) (81) (309) (50) (37)
------- ------- ------- ------- -------
Income (loss) before income
taxes......................... (2,216) (921) (363) (2,554) (5,544)
Income tax benefit.............. (35) (35) (35) (665) (429)
------- ------- ------- ------- -------
Net income (loss)............... (2,181) (886) (328) (1,889) (5,115)
Dividend requirement for
exchangeable preferred
stock......................... -- -- 3,275 3,358 3,572
------- ------- ------- ------- -------
Net loss applicable to common
shares........................ $(2,181) $ (886) $(3,603) $(5,247) $(8,687)
======= ======= ======= ======= =======
Net loss per common share....... $ (0.68) $ (0.28) $ (1.13) $ (1.63) $ (2.70)
Shares used in per share
calculation................... 3,194 3,194 3,199 3,211 3,220

THREE MONTHS ENDED
----------------------------------------------------------------
JUNE 30, SEPT. 30, DEC. 31, MARCH 31, JUNE 30, SEPT. 30,
1998 1998 1998 1999 1999 1999
-------- --------- -------- --------- -------- ---------
(IN THOUSANDS, EXCEPT NET LOSS PER COMMON SHARE AMOUNTS)

Net broadcasting revenue........ $34,784 $35,898 $36,605 $32,633 $42,444 $51,444
Station operating expenses...... 23,543 23,972 24,073 24,626 27,080 33,418
Depreciation and amortization... 7,017 7,042 6,409 7,003 8,121 10,465
Corporate general and
administrative................ 1,150 1,083 1,018 1,491 1,396 2,035
------- ------- ------- ------- ------- -------
Operating income (loss)......... 3,074 3,801 5,105 (487) 5,847 5,526
Interest expense................ 5,283 3,548 4,536 5,744 5,738 6,021
Other (income) expense, net..... (42) (15) (1,557) (631) (79) (478)
------- ------- ------- ------- ------- -------
Income (loss) before income
taxes......................... (2,167) 268 2,126 (5,600) 188 (17)
Income tax benefit.............. (455) (279) (223) (419) (485) (472)
------- ------- ------- ------- ------- -------
Net income (loss)............... (1,712) 547 2,349 (5,181) 673 455
Dividend requirement for
exchangeable preferred
stock......................... 3,488 3,763 3,763 4,013 4,013 3,296
------- ------- ------- ------- ------- -------
Net loss applicable to common
shares........................ $(5,200) $(3,216) $(1,414) $(9,194) $(3,340) $(2,841)
======= ======= ======= ======= ======= =======
Net loss per common share....... $ (1.56) $ (0.20) $ (0.05) $ (0.36) $ (0.13) $ (0.09)
Shares used in per share
calculation................... 3,342 16,469 25,725 25,745 26,464 31,300

S-21
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DECEMBER 31,
------------------------------------------------ SEPTEMBER 30,
1994 1995 1996 1997 1998 1999
------ ------ -------- -------- -------- -------------
(DOLLARS IN THOUSANDS)

BALANCE SHEET DATA:
Cash and cash equivalents................ $1,538 $1,005 $ 1,588 $ 7,685 $102,842 $ 8,798
Working capital (deficiency)............. 3,382 2,928 (4,195) 22,594 149,601 70,790
Intangible assets, net................... 18,152 15,093 51,802 268,690 268,790 480,431
Total assets......................... 46,529 37,444 102,315 344,172 472,261 639,529
Long-term debt (including current
portion)............................... 47,805 43,046 90,714 189,699 211,419 271,580
Exchangeable preferred stock............. -- -- -- 102,010 116,775 82,526
Shareholders' equity (deficit)........... (4,690) (9,177) 6,070 16,132 103,963 223,438

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

GENERAL

You can find information concerning our financial accounting practices and
our historical results of operations in our Annual Report on Form 10-K for the
fiscal year ended December 31, 1998 and our Quarterly Reports on Form 10-Q for
the fiscal quarters ended March 31, 1999, June 30, 1999 and September 30, 1999,
all of which reports are incorporated by reference in the accompanying
prospectus. For your convenience, we have included in this section a discussion
of our preliminary fourth quarter 1999 financial results and our liquidity and
capital resources.

PRELIMINARY FOURTH QUARTER 1999 FINANCIAL RESULTS

LIQUIDITY AND CAPITAL RESOURCES

Overview. Recent liquidity needs have been driven by our acquisition
strategy. Our principal liquidity requirements are for acquisition financing,
debt service, working capital and general corporate purposes, including capital
expenditures. Our acquisition strategy has required, and is expected to continue
in the foreseeable future to require, a significant portion of our capital
resources. We expect that our debt service and capital expenditure obligations
within the next twelve months, without regard to further acquisitions that are
not currently pending, but after giving effect to the application of the net
proceeds we receive from this offering, will be approximately $42.3 million,
including approximately $21.0 million for interest on Citadel Broadcasting's
10 1/4% Senior Subordinated Notes due 2007 and 9 1/4% Senior Subordinated Notes
due 2008 and approximately $21.3 million for interest on Citadel Broadcasting's
credit facility. See the discussion in the "Use of Proceeds" section of this
prospectus supplement. Citadel Broadcasting's 13 1/4% Exchangeable Preferred
Stock does not require cash dividends through July 1, 2002. Citadel Broadcasting
redeemed approximately 35% of the exchangeable preferred stock in August 1999.

We have financed our past acquisitions through bank borrowings, sales of
equity and debt securities, internally generated funds and proceeds from asset
sales. We intend to use a portion of the net proceeds we receive from this
offering to pay a portion of the aggregate purchase price of our pending
acquisitions. See the "Use of Proceeds" section of this prospectus supplement.
We expect that

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financing for future acquisitions will be provided through bank borrowings, the
sale of debt and equity securities and internally generated funds.

An important factor in management financing decisions is the maintenance of
leverage ratios consistent with our long-term growth strategy. We recognize that
we may require additional resources or may need to consider modifications to our
expansion plans. To the extent we are unable to obtain additional funding, as
needed, we have contingency plans which include curtailing capital expenditure
activities and reducing infrastructure costs associated with expansion and
development plans. No assurance can be given that we will be successful in
raising additional capital, as needed, achieving profitable results or entering
into new markets.

At September 30, 1999, we held approximately $8.8 million in cash and cash
equivalents and had approximately $70.6 million in unborrowed availability under
Citadel Broadcasting's then credit facility. Subsequent to September 30, 1999,
we borrowed funds to acquire additional radio stations and Citadel Broadcasting
refinanced its credit facility. See the discussion below under the heading
"Credit Facility." At February 7, 2000, we had approximately $234.9 in
unborrowed availability under Citadel Broadcasting's new credit facility. This
unborrowed availability has been reduced for outstanding letters of credit of
approximately $35.4 million.

Net Cash Provided by Operations. For the nine months ended September 30,
1999, net cash provided by operations increased to $7.3 million from $3.9
million for the comparable 1998 period. This increase is primarily due to the
acquisition of radio stations completed in 1999.

Net cash provided by operations increased by approximately $7.8 million or
136.8% to $13.5 million for the year ended December 31, 1998 from $5.7 million
for the year ended December 31, 1997. The increase in cash provided by
operations can be primarily attributed to the inclusion of radio stations
acquired in 1998 and a full year of operations of stations acquired in 1997. Net
cash provided by operations in 1998 was approximately $13.5 million resulting
primarily from a net loss of $3.9 million less depreciation and amortization of
$26.4 million, offset by an increase in accounts receivable of approximately
$9.6 million. Net cash provided by operations in 1997 was approximately $5.7
million resulting primarily from a net loss of $5.3 million less depreciation
and amortization of $14.7 million and an increase in accrued liabilities of $5.3
million offset by an increase in accounts receivable of $10.2 million.

Net Cash Used in Investing Activities. For the nine months ended September
30, 1999, net cash used in investing activities, primarily for station
acquisitions, increased to $246.8 million from $39.4 million in the comparable
1998 period. For the year ended December 31, 1998, net cash used in investing
activities decreased to $45.8 million from $212.3 million in the year ended
December 31, 1997. The decrease is primarily due to the acquisition of 61 radio
stations in 1997, whereas 11 radio stations were acquired in 1998.

Net Cash Provided by Financing Activities. For the nine months ended
September 30, 1999, net cash provided by financing activities was $145.5 million
compared to $35.1 million in the comparable 1998 period. This increase is
primarily the result of our stock offering completed on June 25, 1999 and
additional borrowings of $57.5 million under the credit facility offset by the
partial redemption of exchangeable preferred stock of approximately $51.7
million. We sold 5,000,000 shares of our common stock at $29.25 per share in our
June 1999 offering. The proceeds to us from the offering, net of underwriting
discounts and commissions, were approximately $140.4 million. On the same date
as the stock offering, the net proceeds we received were transferred to the
equity capital of Citadel Broadcasting and used by Citadel Broadcasting to
redeem a portion of its exchangeable preferred stock and to fund radio station
acquisitions completed in the second and third quarter of 1999.

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For the year ended December 31, 1998, net cash provided by financing
activities was $127.4 million compared to $212.7 million in the year ended
December 31, 1997. The decrease primarily resulted from the repayment of the
outstanding balance under Citadel Broadcasting's credit facility, offset by the
net proceeds of our initial public offering, and the November 1998 offering of
Citadel Broadcasting's 9 1/4% notes. The net cash provided by financing
activities in 1997 of $212.7 million was primarily the result of the proceeds
from the 1997 offerings of Citadel Broadcasting's 10 1/4% notes and exchangeable
preferred stock.

Initial Public Offering. In connection with our initial public offering of
our common stock in July 1998, we sold 7,282,119 shares of our common stock and
received aggregate net proceeds of $106.6 million, which were used to repay a
portion of the outstanding indebtedness under Citadel Broadcasting's credit
facility.

Credit Facility. On July 3, 1997, Citadel Broadcasting and its then
subsidiary, Citadel License, Inc., entered into an amended and restated
financing agreement which originally allowed for revolving loan borrowings up to
a maximum of $150.0 million. Pursuant to the agreement, this amount began to
reduce quarterly on December 31, 1997. The maximum available loan commitment at
September 30, 1999 was $128.1 million. At September 30, 1999, $57.5 million was
outstanding under the credit facility and an additional $9.5 million was
borrowed on November 1, 1999. The interest rate for the quarter ended September
30, 1999 was approximately 6.9%. All amounts borrowed and due under this credit
facility were repaid on December 17, 1999 and this credit facility was
terminated. On December 28, 1999, Citadel License was merged with and into
Citadel Broadcasting.

On December 17, 1999, we entered into a new credit facility with Credit
Suisse First Boston, as lead arranger, administrative agent and collateral
agent, and the lenders named therein, which provides for the making to Citadel
Broadcasting by the lenders of term loans at any time during the period from
December 17, 1999 to December 15, 2000, in an aggregate principal amount not in
excess of $250.0 million and revolving loans at any time and from time to time
prior to March 31, 2007 (subject to extension to December 31, 2007), in an
aggregate principal amount at any one time outstanding not in excess of $150.0
million. Of the $150.0 million which is available in the form of revolving loans
under the revolving credit facility, until March 31, 2000, up to $75.0 million
of the revolving credit facility may be made available in the form of letters of
credit, and after March 31, 2000, up to $50.0 million of the revolving credit
facility may be made available in the form of letters of credit. In addition,
Citadel Broadcasting may request up to $300.0 million in additional term loans,
which term loans may be made at the sole discretion of the lenders. Of such
additional $300.0 million amount, at the request of Citadel Broadcasting, up to
$100.0 million may be in the form of an increase in the $150.0 million revolving
credit commitment. The lenders are under no obligation to make such additional
$300.0 million available, whether in the form of term loans, revolving loans or
otherwise. Amounts borrowed under the credit facility bear interest at a rate
equal to an applicable margin (described below) plus either (a) the greater of
the prime rate of interest announced from time to time by Credit Suisse First
Boston, New York, New York, and the federal funds effective rate in effect from
time to time plus 0.5%, or (b) if Citadel Broadcasting so elects, the LIBO rate
divided by one minus the eurocurrency reserve requirements prescribed by the
Federal Reserve Board or other governmental body in effect from time to time.
The applicable margin is expected to range between 0% and 1.5% for the rate
discussed in clause (a) above and between 0.75% and 2.5% for the rate discussed
in clause (b) above. The interest rate for borrowings in December 1999 and
January 2000 has ranged from 7.4% to 9.1%. Citadel Broadcasting and Citadel
Communications are currently in compliance in all material respects with the
terms of the credit facility.

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Draws may be made under the term loan facility solely to finance a portion
of the acquisitions currently planned by Citadel Broadcasting, to finance a
portion of future permitted acquisitions and to pay related fees and expenses.
The amount of any term loans outstanding on December 17, 2002 must be repaid in
varying quarterly installments ranging from 3.75% of the amount on March 31,
2003 to 6.25% of the amount on March 31, 2007. In addition, mandatory
prepayments must be made under the term loan facility upon the happening of
certain events.

Citadel Broadcasting used the proceeds of a $71.0 million revolving credit
loan under the credit facility to refinance its then existing $68.0 million of
revolving credit loans under its prior credit facility and to pay transaction
expenses incurred in connection with entry into the new credit facility and the
refinancing of the indebtedness under the prior credit facility. Additional
draws may be made under the revolving credit facility, subject to the
satisfaction of certain conditions, for general corporate purposes, including
for working capital, capital expenditures, and to finance a portion of certain
acquisitions contemplated by Citadel Broadcasting and for future permitted
acquisitions by Citadel Broadcasting. The revolving credit facility must be paid
in full on or before March 31, 2007 (subject to extension until December 31,
2007). In addition, mandatory prepayments must be made under the revolving
credit facility upon the happening of certain events.

The letter of credit facility, which is a subfacility of the revolving
credit facility, provides for the issuance of letters of credit to be used by
Citadel Broadcasting as security for the obligations of Citadel Broadcasting
under agreements entered into in connection with certain radio station
acquisitions and for any other purposes related to the business of Citadel
Broadcasting. As of the date of this prospectus supplement, letters of credit in
the aggregate amount of approximately $35.4 million were issued and outstanding
in connection with our pending radio station acquisitions.

Subject to permitted liens, the credit facility is secured by:

-- a first priority pledge on all of Citadel Broadcasting's capital stock
other than its exchangeable preferred stock,

-- a first priority security interest in all the existing and
after-acquired property of Citadel Communications and Citadel
Broadcasting, including, without limitation, accounts, machinery,
equipment, inventory, real estate, general intangibles and investment
property, and

-- all proceeds of the foregoing.

The credit facility is also guaranteed by Citadel Communications. The credit
facility contains customary events of default. Upon the occurrence of an event
of default, with certain limitations, our obligations under the credit facility,
which are at that time outstanding, may become accelerated.

The credit facility contains customary restrictive covenants, which, among
other things, and with exceptions, limit our ability to incur additional
indebtedness and liens, enter into transactions with affiliates, make
acquisitions other than acquisitions permitted under the credit facility, pay
dividends, redeem or repurchase capital stock, enter into certain sale and
leaseback transactions, consolidate, merge or effect asset sales, issue
additional equity, make capital expenditures, make investments, loans or
prepayments or change the nature of their business. We are also required to
satisfy financial covenants which will require us to maintain specified
financial ratios and to comply with financial tests, including ratios with
respect to maximum leverage, minimum interest coverage and minimum fixed charge
coverage.

-- Maximum Leverage Test. The maximum leverage test requires that Citadel
Broadcasting and Citadel Communications not permit the ratio of their
total debt as of the last day of the most recently ended quarter to
their consolidated EBITDA, as adjusted for permitted acquisitions and

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dispositions, for the rolling four-quarter period ending as of the
last day of such quarter, to be greater than the applicable ratio on
that date. The applicable ratio through March 31, 2000 is 7.25x, and
it will decline .25x for each quarter thereafter until it has
decreased to 4.00x where it will remain.

-- Minimum Interest Coverage Test. The minimum interest coverage test
requires that Citadel Broadcasting and Citadel Communications not
permit the ratio of their consolidated EBITDA for any rolling
four-quarter period to their consolidated interest expense for such
period, to be less than the applicable ratio on that date. The
applicable ratios range from 1.50x through December 31, 2000 to 2.50x
beginning October 1, 2002.

-- Minimum Fixed Charges Coverage Test. The minimum fixed charges
coverage test requires that Citadel Broadcasting and Citadel
Communications not permit the ratio of their consolidated EBITDA for
any rolling four-quarter period to their fixed charges for such period
to be less than 1.25 to 1.00.

For more information about the credit facility, see our Current Report on
Form 8-K filed with the SEC on January 6, 2000.

Senior Subordinated Notes. On July 3, 1997, Citadel Broadcasting completed
the issuance of $101.0 million of 10 1/4% Senior Subordinated Notes due 2007.
Interest is payable semi-annually. The 10 1/4% notes may be redeemed at the
option of Citadel Broadcasting, in whole or in part, at any time on or after
July 1, 2002 at the redemption prices set forth in the indenture governing the
10 1/4% notes. In addition, at any time prior to July 1, 2000, Citadel
Broadcasting may, at its option, redeem a portion of the 10 1/4% notes with the
net proceeds of one or more Public Equity Offerings (as defined in the indenture
governing the 10 1/4% notes), at a redemption price equal to 110.25% of the
principal amount thereof, plus accrued and unpaid interest, if any, to the date
of redemption.

On November 19, 1998, Citadel Broadcasting completed the issuance of $115.0
million of 9 1/4% Senior Subordinated Notes due 2008. Interest is payable
semi-annually. The 9 1/4% notes may be redeemed at the option of Citadel
Broadcasting, in whole or in part, at any time on or after November 15, 2003 at
the redemption prices set forth in the indenture governing the 9 1/4% notes. In
addition, at any time prior to November 15, 2001, Citadel Broadcasting may, at
its option, redeem a portion of the 9 1/4% notes with the net proceeds of one or
more Public Equity Offerings (as defined in the indenture governing the 9 1/4%
notes), at a redemption price equal to 109.25% of the principal amount thereof,
together with accrued and unpaid interest, if any, to the date of redemption.

The indentures governing the 10 1/4% notes and the 9 1/4% notes contain
certain restrictive covenants, including limitations which restrict the ability
of Citadel Broadcasting to incur additional debt, incur liens, pay cash
dividends, or make certain other restricted payments, consummate certain asset
sales, enter into certain transactions with affiliates, merge or consolidate
with any other person or sell, assign, transfer, lease, convey or otherwise
dispose of all or substantially all of its assets. At December 31, 1999 Citadel
Broadcasting was in compliance with all covenants under the indentures.

Exchangeable Preferred Stock. On July 3, 1997, Citadel Broadcasting sold an
aggregate of 1,000,000 shares of its 13 1/4% Exchangeable Preferred Stock.
Dividends on the exchangeable preferred stock accrue at the rate of 13 1/4% per
annum and are payable semi-annually. On or prior to July 1, 2002, dividends are
payable in additional shares of exchangeable preferred stock having an aggregate
liquidation preference equal to the amount of such dividends, or, at the option
of Citadel Broadcasting, in cash. Thereafter, all dividends will be payable only
in cash. To date, Citadel Broadcasting has paid all dividends in additional
shares of exchangeable preferred stock. Citadel Broadcasting will be required to
redeem the exchangeable preferred stock on July 1, 2009, subject to the legal
availability of funds

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therefor, at a redemption price equal to the liquidation preference thereof,
plus accumulated and unpaid dividends, if any, to the date of redemption.

Citadel Broadcasting may redeem the exchangeable preferred stock, in whole
or in part, at the option of Citadel Broadcasting, at any time on or after July
1, 2002, at declining redemption prices ranging from 107.729% to 101.104%, plus
accumulated and unpaid dividends, if any, to the date of redemption.

On August 2, 1999, Citadel Broadcasting redeemed approximately 35% of its
issued and outstanding exchangeable preferred stock. Total shares redeemed were
approximately 452,000 at a redemption price of $113.25 per share for a total of
approximately $51.2 million. In addition, Citadel Broadcasting paid
approximately $0.5 million of accrued dividends on the redeemed shares. Proceeds
from Citadel Communications' additional equity investment in Citadel
Broadcasting were utilized to complete the redemption.

The Certificate of Designation governing the exchangeable preferred stock
also contains covenants that restrict Citadel Broadcasting from taking various
actions, including, subject to specified exceptions, the incurrence of
additional indebtedness, the granting of additional liens, the making of
investments, the payment of dividends and other restricted payments, mergers,
acquisitions and other fundamental corporate changes, capital expenditures and
transactions with affiliates. At December 31, 1999, Citadel Broadcasting was in
compliance with all covenants under the Certificate of Designation.

Pending Acquisitions And Recently Completed Transactions. There are
numerous transactions currently pending which, if completed, would result in our
purchasing 51 FM and 26 AM radio stations, purchasing the right to operate one
additional FM radio station and selling two FM radio stations. The total cash
required to fund our pending acquisitions is expected to be approximately $531.2
million, which amount does not include 200,000 shares of our common stock valued
at $10.1 million expected to be delivered in connection with one acquisition. We
may be required to pay the $10.1 million in cash in lieu of such shares of
common stock. In addition, we purchased one FM radio station on November 1, 1999
and four FM radio stations and one AM radio station on December 23, 1999, and we
sold 18 FM and seven AM radio stations on November 9, 1999. We received
approximately $26.0 million in cash from the completed disposition. The
consummation of each of the pending transactions is subject to certain
conditions, including the approval of the FCC. Although we believe these closing
conditions will be satisfied in each case, there can be no assurance that this
will be the case. The pending acquisitions are expected to be funded from funds
borrowed under Citadel Broadcasting's credit facility, the funds received from
the completed disposition and the proceeds we receive from this offering of our
common stock. See the "Use of Proceeds" section of this prospectus supplement.

Capital Expenditures. We had capital expenditures of approximately $15.9
million for the nine months ended September 30, 1999 compared to $1.7 million
for the same period in 1998. This increase is due primarily to the acquisition
of a corporate jet, furniture and fixtures related to the relocation of our
corporate offices, the purchase of new digital automation systems for certain
markets and the construction of a new building in Little Rock, Arkansas. Our
other equipment purchases consist primarily of broadcasting equipment and
transmission tower upgrades. We had capital expenditures of approximately $2.1
million and $4.5 million for the years ended December 31, 1997 and 1998,
respectively.

In addition to acquisitions and debt service, our principal liquidity
requirements will be for working capital and general corporate purposes,
including capital expenditures, which are not expected to be material in amount.
We believe that cash from operating activities, loans under Citadel
Broadcasting's

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credit facility, proceeds from the November 9, 1999 disposition and the proceeds
we receive from this offering of our common stock should be sufficient to permit
us to meet our financial obligations and to fund our operations, including
completion of our pending acquisitions, for at least the next 12 months,
although additional capital resources may be required in connection with any
further implementation of our acquisition strategy.

Year 2000 Matters. The year 2000 computer issue primarily results from the
fact that information technology hardware and software systems and other
non-information technology products containing embedded microchip processors
were originally programmed using a two digit format, as opposed to four digits,
to indicate the year. Such programming could cause a system or product failure
or other computer errors and a disruption in the operation of such systems and
products. The year 2000 issue may persist for some time after January 1, 2000.
For example, the year 2000 is also a leap year, which could cause problems for
computer hardware and software.

As of the date of this prospectus supplement, our internal systems have not
experienced any material year 2000 issues. We presently believe that year 2000
issues will not pose significant operational problems for our business going
forward. We continue to monitor our operations for year 2000 issues, and we
believe that any year 2000 problems which may arise in our internal systems will
not have a material adverse effect on our business, financial condition or
results of operations. However, we cannot assure you that this will be the case.

We are not aware of any material year 2000 problems encountered by our
suppliers and major advertisers to date, but have not obtained or sought
confirmations from our suppliers and major advertisers that they did not
experience year 2000 problems. Further, we cannot determine the state of their
year 2000 readiness on a going-forward basis. We cannot assure you that our
suppliers and major advertisers will be successful in ensuring that their
systems have been and will continue to be year 2000 compliant or that their
failure to do so will not have a material adverse effect on our business,
financial condition or results of operations.

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BUSINESS

OPERATING STRATEGY

Our operating strategy focuses on maximizing our radio stations' appeal to
advertisers, and consequently our revenue and cash flow. In order to achieve
these goals, we have implemented the strategies described below. We intend to
continue to expand our existing strategies and to develop new methods to enhance
revenue and reduce costs.

Ownership of Strong Radio Station Groups. We seek to secure and maintain a
leadership position in the markets we serve by owning multiple stations in those
markets. By coordinating programming, promotional and selling strategies among
each group of local stations, we attempt to capture a wide range of demographic
listener groups which appeal to advertisers. We believe that the diversification
of our programming formats and our collective inventory of available advertising
time strengthen relationships with advertisers and increase our ability to
maximize the value of our inventory. We believe that having multiple stations in
a market also enhances our ability to market the advantages of radio advertising
versus other advertising media, such as newspapers and television, thus
potentially increasing radio's share of the total advertising dollars spent in a
given market.

We believe that our ability to leverage the existing programming and sales
resources of our radio station groups enables us to enhance the growth potential
of both new and underperforming stations while reducing the risks associated
with undertaking means of improving station performance, including launching new
formats. We also believe that operating leading station groups allows us to
attract and retain talented local management teams, on-air personalities and
sales personnel, which we believe are essential to operating success.
Furthermore, we seek to achieve substantial cost savings through the
consolidation in each of our markets of facilities, management, sales and
administrative personnel and operating resources, such as on-air talent,
programming and music research, and through the reduction of other redundant
expenses.

Aggressive Sales and Marketing. We seek to maximize our share of local
advertising revenue in each of our markets through aggressive sales and
marketing initiatives. We provide extensive training for our sales personnel
through in-house sales and time management programs, and we retain various
independent consultants who hold frequent seminars for, and are available for
consultation with, our sales personnel. We also emphasize regular, informal
exchanges of ideas among our management and sales personnel across our various
markets. We seek to maximize our revenue by utilizing sophisticated inventory
management techniques that allow us to provide our sales personnel with frequent
price adjustments based on regional and local market conditions. To further
strengthen our relationship with advertisers, we also offer and market our
ability to create customer traffic through on-site events staged at, and
broadcast from, the advertisers' business locations. We believe that, prior to
their acquisition by us, many of our acquired stations had underperformed in
sales, due primarily to undersized sales staffs responsible for selling
inventory on multiple stations. Accordingly, we have significantly expanded the
sales forces of many of our acquired stations.

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Targeted Programming. To maintain or improve our position in each market,
we combine extensive market research with an assessment of our competitors'
vulnerabilities in order to identify significant and sustainable target
audiences. We then tailor the programming, marketing and promotion of each radio
station to maximize its appeal to its target audience. We attempt to build
strong markets by:

-- creating distinct, highly visible profiles for our on-air
personalities, particularly those broadcasting during morning drive
time traditionally between 6:00 a.m. and 10:00 a.m.,

-- formulating recognizable brand names for select stations such as the
"Bull" and "Cat Country," and

-- actively participating in community events and charities.

Decentralized Operations. We believe that radio is primarily a local
business and that much of our success is the result of the efforts of regional
and local management and staff. Accordingly, we decentralize much of our
operations to these levels. Each of our regional and local station groups is
managed by a team of experienced broadcasters who understand the musical tastes,
demographics and competitive opportunities of the particular market. Regional
and local managers are responsible for preparing annual operating budgets, and a
portion of their compensation is linked to meeting or surpassing their operating
targets. Corporate management approves each station group's annual operating
budget and imposes strict financial reporting requirements to track station
performance. Corporate management is responsible for long range planning,
establishing corporate policies and serving as a resource to local management.
We have implemented local sales reporting systems at each station to provide
local and corporate management with daily sales information.

ACQUISITION STRATEGY

In February 1996, as a result of the passage of the Telecommunications Act
of 1996, as amended, radio broadcasting companies were permitted to increase
their ownership of stations within a single market from four to a maximum of
between five and eight stations, depending on market size. The
Telecommunications Act also eliminated the national ownership restriction that
generally had limited companies to the ownership of no more than 40 stations (20
AM and 20 FM) throughout the United States.

Our acquisition strategy is focused on acquiring additional radio stations
in both our existing markets and in new markets in which we believe we can
effectively use our operating strategies. We anticipate that we will continue to
focus on mid-sized markets rather than attempt to expand into larger markets.
Although competition among potential purchasers for suitable radio station
acquisitions is intense throughout the United States, we believe that less
competition exists, particularly from the larger radio operators, in mid-sized
markets. This affords us relatively more attractive acquisition opportunities in
these markets. We expect to continue to identify and pursue acquisition
opportunities to complement and expand our station portfolio. Although we have
identified further acquisition opportunities, we cannot assure you that we will
be able to reach agreement with the identified candidates, identify other
suitable and available acquisition opportunities or complete any such
acquisition opportunities. Additional risks and uncertainties related to our
acquisition strategy are discussed below under the heading "Federal Regulation
of Radio Broadcasting" and in the "Risk Factors" section of this prospectus
supplement.

In evaluating acquisition opportunities in new markets, we assess our
potential to build leading radio station groups in those markets over time. We
believe that the creation of strong station groups in local markets is essential
to our operating success and generally will not consider entering a new market

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unless we believe we can acquire multiple stations in the market. We also
analyze a number of additional factors which we believe are important to our
success, including the number and quality of commercial radio signals
broadcasting in the market, the nature of the competition in the market, our
ability to improve the operating performance of the radio station or stations
under consideration and the general economic conditions of the market.

We believe that our acquisition strategy, if properly implemented, could
have a number of benefits, including:

-- diversified revenue and broadcast cash flow across a greater number of
stations and markets,

-- improved broadcast cash flow margins through the consolidation of
facilities and the elimination of redundant expenses,

-- broadened range of advertising packages to offer advertisers,

-- improved leverage in various key vendor negotiations,

-- enhanced appeal to top industry management talent, and

-- increased overall scale which should facilitate our capital raising
activities.

OUR PENDING TRANSACTIONS AND STATION PORTFOLIO

Pending Transactions. We have entered into agreements to purchase a total
of 51 FM and 26 AM radio stations serving the markets of:

-- Salt Lake City, Utah,

-- Buffalo/Niagara Falls, Syracuse, Binghamton and Ithaca, New York,

-- Albuquerque, New Mexico,

-- Grand Rapids, Lansing, Flint and Saginaw/Bay City, Michigan,

-- Columbia, South Carolina,

-- Johnson City/Kingsport/Bristol and Chattanooga, Tennessee,

-- Lafayette and Monroe, Louisiana,

-- Worcester and New Bedford/Fall River, Massachusetts,

-- Atlantic City, New Jersey,

-- Tyler/Longview, Texas,

-- New London, Connecticut,

-- Bloomington, Illinois, and

-- Augusta/Waterville, Presque Isle and Dennysville/Calais, Maine.

In addition, we have entered into an agreement to purchase the right to operate
one FM radio station serving the Atlantic City, New Jersey market.

The aggregate purchase price for these stations and related assets is
approximately $531.2 million in cash, 200,000 shares of our common stock valued
at approximately $10.1 million, based on the

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closing price of our common stock on December 2, 1999, and one FM radio station
in each of Albuquerque and Binghamton. Under certain circumstances, our common
stock may not be delivered as a portion of the aggregate purchase price, and, in
that event, approximately $10.1 million in cash will be substituted for our
common stock.

The completion of our pending transactions in these markets is subject to
various conditions. Although we believe these closing conditions are generally
customary for transactions of this type, there can be no assurance that the
conditions will be satisfied.

Station Portfolio. If all of our pending transactions are completed, we
will own 135 FM and 61 AM radio stations in 42 mid-sized markets, operate two
additional FM radio stations, one in Reno, Nevada and one in Atlantic City, New
Jersey pursuant to a local marketing agreement and a program service and time
brokerage agreement, respectively, and have the right to begin operating a newly
constructed FM radio station in Little Rock, Arkansas. The following table shows
the radio stations we will own or operate after giving effect to the pending
transactions described above. We obtained all metropolitan statistical area rank
information from Investing in Radio 1999 Market Report (3rd ed.) published by
BIA Publications, Inc.

NUMBER OF
STATIONS
MSA ---------
RANK FM AM
---- --- ---

Providence, RI............................................. 33 4 2
Salt Lake City, UT......................................... 35 4 3
Buffalo/Niagara Falls, NY.................................. 43 3 2
Oklahoma City, OK.......................................... 54 4 1
Wilkes-Barre/Scranton, PA.................................. 64 7 4
Grand Rapids, MI........................................... 66 3 1
Allentown/Bethlehem, PA.................................... 67 2 --
Albuquerque, NM............................................ 71 5 3
Syracuse, NY............................................... 73 3 1
Harrisburg/Carlisle, PA(1)................................. 76 3 1
Baton Rouge, LA............................................ 82 4 2
Little Rock, AR(2)......................................... 83 7 3
Spokane, WA................................................ 88 4 3
Columbia, SC............................................... 89 3 1
Colorado Springs, CO....................................... 94 3 2
Johnson City/Kingsport/Bristol, TN......................... 95 2 3
Lafayette, LA.............................................. 98 6 3
Chattanooga, TN............................................ 102 3 1
York, PA(1)................................................ 103 -- 1
Charleston, SC............................................. 104 5 3
Worcester, MA.............................................. 112 4 1
Lansing/East Lansing, MI................................... 114 4 2
Flint, MI.................................................. 116 1 --
Portsmouth/Dover/Rochester, NH............................. 117 4 --
Modesto, CA................................................ 122 4 1
Saginaw/Bay City, MI(3).................................... 124 7 1
Boise, ID.................................................. 126 4 1
Reno, NV(4)................................................ 127 4 1
Atlantic City, NJ(5)....................................... 136 3 1

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NUMBER OF
STATIONS
MSA ---------
RANK FM AM
---- --- ---

Tyler/Longview, TX......................................... 140 1 4
Portland, ME............................................... 160 6 --
New London, CT............................................. 164 2 1
New Bedford/Fall River, MA................................. 165 1 1
Binghamton, NY............................................. 166 3 2
Bloomington, IL............................................ 230 2 1
Monroe, LA................................................. 233 4 --
Augusta/Waterville, ME..................................... 249 2 2
Ithaca, NY................................................. 258 1 1
Presque Isle, ME........................................... NA 3 --
Dennysville/Calais, ME..................................... NA 1 --
Muncie, IN................................................. NA 1 1
Kokomo, IN................................................. NA 1 --
TOTAL................................................. 137 61

- ---------------
NA -- information not available

(1) Harrisburg/Carlisle and York are adjacent markets with numerous overlapping
radio signals.

(2) Does not include one FM station that has been constructed, but is not yet
operational. In addition, three of these stations primarily serve the
surrounding communities outside of Little Rock.

(3) We may agree to sell one or more of the indicated stations serving
Saginaw/Bay City in connection with our pending acquisition of other
stations serving Saginaw/Bay City.

(4) We operate one of the listed FM stations in Reno under a local marketing
agreement. We do not own this station.

(5) We expect to operate one of the listed FM stations under a program service
and time brokerage agreement. We will not own this station, but expect that
we will have an option to purchase this station beginning in 2001.

FEDERAL REGULATION OF RADIO BROADCASTING

Introduction. The ownership, operation and sale of broadcast stations,
including those licensed to us, are subject to the jurisdiction of the FCC. The
FCC acts under authority derived from the Communications Act of 1934, as
amended. The Communications Act was amended in 1996 by the Telecommunications
Act to make changes in several broadcast laws. Among other things, the FCC:

- assigns frequency bands for broadcasting,

- determines whether to approve changes in ownership or control of station
licenses,

- regulates equipment used by stations,

- adopts and implements regulations and policies that directly or
indirectly affect the ownership, operation and employment practices of
stations, and

- has the power to impose penalties for violations of its rules under the
Communications Act.

The following is a brief summary of certain provisions of the
Communications Act and of specific FCC regulations and policies. Failure to
observe these or other rules and policies can result in the imposition of
various sanctions, including fines, the grant of short (less than the maximum)
license

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renewal terms or, for particularly egregious violations, the denial of a license
renewal application, the revocation of a license or the denial of FCC consent to
acquire additional broadcast properties. Reference should be made to the
Communications Act, FCC rules and the public notices and rulings of the FCC for
further information concerning the nature and extent of federal regulation of
broadcast stations.

License Grant and Renewal. Until recently, radio broadcast licenses were
granted for maximum terms of seven years, but acting under the authority of the
Telecommunications Act, the FCC recently revised its rules to extend the maximum
term for future renewals to eight years. Licenses may be renewed through an
application to the FCC. The Telecommunications Act prohibits the FCC from
considering any competing applications for the radio frequency if the FCC finds
that the licensee's station has served the public interest, convenience and
necessity, that there have been no serious violations by the licensee of the
Communications Act or the rules and regulations of the FCC, and that there have
been no other violations by the licensee of the Communications Act or the rules
and regulations of the FCC that, when taken together, would constitute a pattern
of abuse.

Petitions to deny license renewals can be filed by interested parties,
including members of the public. These petitions may raise various issues before
the FCC. The FCC is required to hold hearings on renewal applications if the FCC
is unable to determine that renewal of a license would serve the public
interest, convenience and necessity, or if a petition to deny raises a
substantial and material question of fact as to whether the grant of the renewal
application would be prima facie inconsistent with the public interest,
convenience and necessity. Also, during certain periods when a renewal
application is pending, the transferability of the applicant's license is
restricted.

We are not currently aware of any facts that would prevent the timely
renewal of our licenses to operate our radio stations, although there can be no
assurance that our licenses will be renewed.

Ownership Matters. The Communications Act prohibits the assignment of a
broadcast license or the transfer of control of a broadcast license without the
prior approval of the FCC. In determining whether to assign, transfer, grant or
renew a broadcast license, the FCC considers a number of factors pertaining to
the licensee, including compliance with various rules limiting common ownership
of media properties, the character of the licensee and those persons holding
attributable interests therein, and compliance with the Communications Act's
limitation on alien ownership, as well as compliance with other FCC policies.

Once a station purchase agreement has been signed, an application for FCC
consent to assignment of license or transfer of control, depending upon whether
the underlying transaction is an asset purchase or stock acquisition, is filed
with the FCC. Approximately 10 to 15 days after this filing, the FCC normally
publishes a notice assigning a file number to the application and advising that
the application has been accepted for filing. The FCC has recently instituted an
informal policy of inviting public comment on any proposed radio transaction
that would result in one broadcaster controlling at least half of all radio
advertising revenue in a market, or two broadcasters controlling 70% or more of
market revenue. This policy has resulted in delays in the FCC's acceptance of
applications for filing, and in subsequent action on assignment and transfer
applications. Notice of acceptance of an application begins a 30-day statutory
waiting period, which provides the opportunity for third parties to file formal
petitions to deny the transaction. Informal objections may be filed any time
prior to grant of an application. The FCC staff will normally review the
application in this period and seek further information and amendments to the
application if it has questions.

Once the 30-day public notice period ends, the staff will complete its
processing, assuming that no petitions or informal objections were received and
that the application is otherwise consistent with FCC

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rules and policies. The staff often grants the application by delegated
authority approximately 10 to 20 days after the public notice period ends. At
this point, the parties are legally authorized to close the purchase, although
the FCC action is not legally a final order. If there is a backlog of
applications, the processing period can extend to 30 days or more.

Public notice of the FCC staff grant is usually issued about a week after
the grant is made, stating that the grant was effective when made by the staff.
On the date of this notice, another 30-day period begins, within which time
interested parties can file petitions seeking either staff reconsideration or
full FCC review of the staff action. During this time the grant can still be
modified, set aside or stayed, and is not a final order. In the absence of a
stay, however, the seller and buyer are not prevented from closing despite the
absence of a final order. Also, within 40 days after the public notice of the
grant, the full FCC can review and reconsider the staff's grant on its own
motion. Thus, during the additional 10 days beyond the 30-day period available
to third parties, the grant is still not final. In the event that review by the
full FCC is requested and the FCC subsequently affirms the staff's grant of the
application, interested parties may thereafter seek judicial review in the
United States Court of Appeals for the District of Columbia Circuit within 30
days of public notice of the full FCC's action. In the event the Court affirms
the FCC's action, further judicial review may be sought by seeking rehearing en
banc from the Court of Appeals or by certiorari from the United States Supreme
Court.

In the absence of the submission of a timely request for reconsideration,
administrative review or judicial review, the FCC staff's grant of an
application becomes final by operation of law. Upon the occurrence of that
event, the FCC's grant is generally no longer subject to administrative or
judicial review, although such action can nevertheless be set aside in rare
circumstances, such as fraud on the agency by a party to the application.

The pendency of a license renewal application can alter the timetables
mentioned above because the FCC normally will not issue an unconditional
assignment grant if the station's license renewal is pending.

Under the Communications Act, a broadcast license may not be granted to or
held by a corporation that has more than one-fifth of its capital stock owned or
voted by aliens or their representatives, by foreign governments or their
representatives, or by non-U.S. corporations. Under the Communications Act, a
broadcast license also may not be granted to or held by any corporation that is
controlled, directly or indirectly, by any other corporation more than
one-fourth of whose capital stock is owned or voted by aliens or their
representatives, by foreign governments or their representatives, or by non-U.S.
corporations. These restrictions apply in modified form to other forms of
business organizations, including partnerships. Each of Citadel Communications
and Citadel Broadcasting therefore may be restricted from having more than
one-fourth of its stock owned or voted by aliens, foreign governments or
non-U.S. corporations. The Certificate of Incorporation of Citadel
Communications and the Certificate of Incorporation of Citadel Broadcasting
contain provisions which permit Citadel Communications and Citadel Broadcasting
to prohibit alien ownership and control consistent with the prohibitions
contained in the Communications Act.

The Communications Act and FCC rules also generally restrict the common
ownership, operation or control of radio broadcast stations serving the same
local market, and place numerical limits on common ownership of radio and
television broadcast stations serving the same local market, and of a radio
broadcast station and a daily newspaper serving the same local market. Under
these cross-ownership rules, neither Citadel Communications nor Citadel
Broadcasting would be permitted to acquire any daily newspaper where it then
owned any radio broadcast station. While common ownership of same market radio
and television stations was previously permissible only through waiver of the

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FCC's rules, the FCC recently liberalized its radio/television cross ownership
rule to provide for common ownership, operation or control of one television and
up to seven same-market radio stations, or two television and up to six
same-market radio stations, if the market has at least twenty separately owned
broadcast, newspaper and cable "voices." Common ownership of two television and
four radio stations is permissible when ten voices remain, and of one television
and one radio station regardless of voice count.

In response to the Telecommunications Act, the FCC amended its multiple
ownership rules to eliminate the national limits on ownership of AM and FM
stations. The FCC's broadcast multiple ownership rules restrict the number of
radio stations one person or entity may own, operate or control on a local
level. These limits are:

- In a market with 45 or more commercial radio stations, an entity may own
up to eight commercial radio stations, not more than five of which are in
the same service (FM or AM),

- In a market with more than 29 but less than 45 commercial radio stations,
an entity may own up to seven commercial radio stations, not more than
four of which are in the same service,

- In a market with more than 14 but less than 30 commercial radio stations,
an entity may own up to six commercial radio stations, not more than four
of which are in the same service, and

- In a market with 14 or fewer commercial radio stations, an entity may own
up to five commercial radio stations, not more than three of which are in
the same service, except that an entity may not own more than 50% of the
stations in such market.

None of these multiple ownership rules requires any change in our current
ownership of radio broadcast stations. However, these rules will limit the
number of additional stations which we may acquire in the future in certain of
our markets.

Because of these multiple and cross-ownership rules, a purchaser of voting
stock of either Citadel Communications or Citadel Broadcasting which acquires an
attributable interest in Citadel Communications or Citadel Broadcasting may
violate the FCC's rule if it also has an attributable interest in other
television or radio stations, or in daily newspapers, depending on the number
and location of those radio or television stations or daily newspapers. Such a
purchaser also may be restricted in the companies in which it may invest, to the
extent that these investments give rise to an attributable interest. If an
attributable shareholder of Citadel Communications or Citadel Broadcasting
violates any of these ownership rules, Citadel Communications or Citadel
Broadcasting may be unable to obtain from the FCC one or more authorizations
needed to conduct its radio station business and may be unable to obtain FCC
consents for particular future acquisitions.

The FCC generally applies its television/radio/newspaper cross-ownership
rules and its broadcast multiple ownership rules by considering the
attributable, or cognizable, interests held by a person or entity. A person or
entity can have an interest in a radio station, television station or daily
newspaper by being an officer, director, partner or shareholder of a company
that owns that station or newspaper. Whether that interest is cognizable under
the FCC's ownership rules is determined by the FCC's attribution rules. If an
interest is attributable, the FCC treats the person or entity who holds that
interest as the owner of the radio station, television station or daily
newspaper in question, and therefore subject to the FCC's ownership rules.

With respect to a corporation, officers and directors and persons or
entities that directly or indirectly can vote 5% or more of the corporation's
stock, or 20% or more of the corporation's stock in the case of insurance
companies, investment companies, bank trust departments and certain other
passive

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investors that hold the stock for investment purposes only, generally are
attributed with ownership of whatever radio stations, television stations and
daily newspapers the corporation owns.

With respect to a partnership, the interest of a general partner is
attributable, as is the interest of any limited partner who is materially
involved in the media-related activities of the partnership. Debt instruments,
nonvoting stock, options and warrants for voting stock that have not yet been
exercised, limited partnership interests where the limited partner is not
materially involved in the media-related activities of the partnership, and
minority (under 5%) voting stock, generally do not subject their holders to
attribution.

The FCC recently revised its attribution rules to eliminate its
cross-interest policy, which generally precluded a party with an attributable
interest in one media outlet from also holding certain significant but
nonattributable interests in another same-market media entity, such as a joint
venture or key employee relationship. In its place, the FCC has adopted a new
class of attributable interests under its "equity/debt plus" rule. Under this
standard, an interest in excess of 33% of a licensee's total asset value (equity
plus debt) will be attributable if the interest holder is either a major program
supplier (providing over 15% of a station's total weekly broadcast programming
hours) or a same-market media company (including broadcasters, cable operators
and newspapers).

The FCC has also been more aggressive in examining issues of market revenue
share concentration when considering radio station acquisitions. The FCC has
delayed its approval of several pending radio station purchases by various
parties because of market concentration concerns. Moreover, the FCC has recently
followed an informal policy of giving specific public notice of its intention to
conduct additional ownership concentration analyses and soliciting public
comment on the issue of concentration and its effect on competition and
diversity in connection with applications for consent to radio station
acquisitions, where the proposed transaction would result in one broadcaster
controlling at least half of all radio advertising revenue in a market, or two
broadcasters controlling 70% or more of market revenue. This policy has resulted
in significant delays in action on FCC assignment and transfer applications and
has the potential to result in an attempt by the FCC to set applications for
hearing, prevent completion of transactions or negotiate modifications to the
proposed terms. For a discussion of the effects of this policy on some of our
pending transactions, see the "Risk Factors" section of this prospectus
supplement.

Programming and Operation. The Communications Act requires broadcasters to
serve the public interest. Licensees are required to present programming that is
responsive to community problems, needs and interests and to maintain records
demonstrating such responsiveness. Complaints from listeners concerning a
station's programming will be considered by the FCC when it evaluates the
licensee's renewal application, but such complaints may be filed and considered
at any time.

Stations also must pay regulatory and application fees and follow various
FCC rules that regulate, among other things, political advertising, the
broadcast of obscene or indecent programming, sponsorship identification and
technical operations, including limits on radio frequency radiation. In
addition, licensees must develop and implement programs designed to promote
equal employment opportunities and must submit reports to the FCC on these
matters annually and in connection with a renewal application. The broadcast of
contests and lotteries also is regulated by FCC rules.

Failure to observe these or other rules and policies can result in the
imposition of various sanctions, including monetary forfeitures, the grant of
short (less than the maximum) renewal terms or, for particularly egregious
violations, the denial of a license renewal application or the revocation of a
license.

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In 1985, the FCC adopted rules regarding human exposures to levels of radio
frequency radiation. These rules require applicants for new broadcast stations,
renewals of broadcast licenses or modifications of existing licenses to inform
the FCC at the time of filing such applications whether a new or existing
broadcast facility would expose people to radio frequency radiation in excess of
FCC guidelines. In 1997, the FCC imposed more restrictive radiation limits. We
anticipate that such regulations will not have a material effect on our
business.

Local Marketing Agreements. Over the past several years, a number of radio
stations, including several of our stations, have entered into what commonly are
referred to as local marketing agreements or time brokerage agreements. These
agreements take various forms. Separately-owned and licensed stations may agree
to function cooperatively in terms of programming, advertising sales and other
matters, subject to compliance with the antitrust laws and the FCC's rules and
policies, including the requirement that the licensee of each station maintains
independent control over the programming and other operations of its own
station. The FCC has held that such agreements do not violate the Communications
Act as long as the licensee of the station that is being substantially
programmed by another entity maintains complete responsibility for, and control
over, operations of its broadcast stations and otherwise ensures compliance with
applicable FCC rules and policies. Presently, we operate only two stations under
local marketing agreements, and one is being so operated pending our acquisition
of the station. We expect that we will begin operating one additional station
under a local marketing agreement if we complete a particular pending
acquisition. See the "Use of Proceeds" section of this prospectus supplement.

A station that brokers substantial time on another station in its market or
engages in a local marketing agreement with a station in the same market will be
considered to have an attributable ownership interest in the brokered station
for purposes of the FCC's ownership rules discussed above under the heading
"Ownership Matters." As a result, a broadcast station may not enter into a local
marketing agreement that allows it to program more than 15% of the broadcast
time, on a weekly basis, of another local station that it could not own under
the FCC's local multiple ownership rules. FCC rules also prohibit the broadcast
licensee from simulcasting more than 25% of its programming on another station
in the same broadcast service (that is, AM-AM or FM-FM) where the two stations
serve substantially the same geographic area, whether the licensee owns the
stations or owns one and programs the other through a local marketing agreement
arrangement.

Another example of a cooperative agreement between separately owned radio
stations in the same market is a joint sales agreement, whereby one station
sells advertising time in combination, both on itself and on a station under
separate ownership. In the past, the FCC has determined that issues of joint
advertising sales should be left to antitrust enforcement. Currently, joint
sales agreements are not considered by the FCC to be attributable, but copies of
such agreements must be filed with the FCC.

Proposed Changes. Congress and the FCC from time to time have under
consideration, and may in the future consider and adopt, new laws, regulations
and policies regarding a wide variety of matters that could, directly or
indirectly, affect the operation, ownership and profitability of our radio
stations, result in the loss of audience share and advertising revenue for our
radio stations, and affect our ability to acquire additional radio stations or
finance such acquisitions. Such matters include:

- proposals to impose spectrum use or other fees on FCC licensees, the
FCC's equal employment opportunity rules and matters relating to
political broadcasting,

- technical and frequency allocation matters,

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- proposals to restrict or prohibit the advertising of beer, wine and other
alcoholic beverages on radio,

- changes in the FCC's multiple ownership and cross-ownership policies,

- changes to broadcast technical requirements,

- proposals to allow telephone or cable television companies to deliver
audio and video programming to the home through existing phone or other
communication lines, and

- proposals to limit the tax deductibility of advertising expenses by
advertisers.

In January 1995, the FCC adopted rules to allocate spectrum for satellite
digital audio radio service. Satellite digital audio radio service systems
potentially could provide for regional or nationwide distribution of radio
programming with fidelity comparable to compact discs. The FCC has issued two
authorizations to launch and operate satellite digital audio radio service. The
FCC also has undertaken an inquiry into the terrestrial broadcast of digital
audio radio service signals, addressing, among other things, the need for
spectrum outside the existing FM band and the role of existing broadcasters.

In January 1999, the FCC proposed to license new 1000 watt and 100 watt
low-power FM radio stations, and also sought comment on establishing a third
microradio class at power levels from one to ten watts. This proceeding is still
pending. In addition, the FCC has authorized an additional 100 kHz of bandwidth
for the AM band and on March 17, 1997, adopted an allotment plan for the
expanded band which identified the 88 AM radio stations selected to move into
the band. At the end of a five-year transition period, those licensees will be
required to return to the FCC either the license for their existing AM band
station or the license for the expanded AM band station.

We cannot predict whether any proposed changes will be adopted or what
other matters might be considered in the future, nor can it judge in advance
what impact, if any, the implementation of any of these proposals or changes
might have on our business.

The foregoing is a brief summary of certain provisions of the
Communications Act and of specific FCC rules and policies. This description does
not purport to be comprehensive and reference should be made to the
Communications Act, the FCC's rules and the public notices and rulings of the
FCC for further information concerning the nature and extent of federal
regulation of radio broadcast stations.

Federal Antitrust Considerations. The Federal Trade Commission and the
United States Department of Justice, which evaluate transactions to determine
whether those transactions should be challenged under the federal antitrust
laws, have been increasingly active recently in their review of radio station
acquisitions, particularly where an operator proposes to acquire additional
stations in its existing markets.

For an acquisition meeting certain size thresholds, the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, and the rules promulgated
thereunder, require the parties to file Notification and Report Forms with the
Federal Trade Commission and the Department of Justice and to observe specified
waiting period requirements before consummating the acquisition. During the
initial 30-day period after the filing, the agencies decide which of them will
investigate the transaction. If the investigating agency determines that the
transaction does not raise significant antitrust issues, then it will either
terminate the waiting period or allow it to expire after the initial 30 days. On
the other hand, if the agency determines that the transaction requires a more
detailed investigation, then, at the conclusion of the initial 30-day period, it
will issue a formal request for additional information. The issuance of a formal
request extends the waiting period until the 20th calendar day after the date of
substantial

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compliance by all parties to the acquisition. Thereafter, such waiting period
may only be extended by court order or with the consent of the parties. In
practice, complying with a formal request can take a significant amount of time.
In addition, if the investigating agency raises substantive issues in connection
with a proposed transaction, the parties frequently will engage in lengthy
discussions or negotiations with the investigating agency concerning possible
means of addressing those issues, including but not limited to persuading the
agency that the proposed acquisition would not violate the antitrust laws,
restructuring the proposed acquisition, divesting other assets of one or more
parties, or abandoning the transaction. Such discussions and negotiations can be
time consuming, and the parties may agree to delay completion of the acquisition
during their pendency.

At any time before or after the completion of a proposed acquisition, the
Federal Trade Commission or the Department of Justice could take such action
under the antitrust laws as it considers necessary or desirable in the public
interest, including seeking to enjoin the acquisition or seeking divestiture of
the business acquired or other assets we own. Acquisitions that are not required
to be reported under the Hart-Scott-Rodino Act may be investigated by the
Federal Trade Commission or the Department of Justice under the antitrust laws
before or after completion. In addition, private parties may under certain
circumstances bring legal action to challenge an acquisition under the antitrust
laws.

We received early termination of the applicable waiting period under the
Hart-Scott-Rodino Act for the pending acquisition of certain stations in
Connecticut, Louisiana, Maine, Massachusetts, New Jersey, New York and Texas and
are awaiting termination of the applicable waiting period for the pending
acquisition of stations in Lansing, Saginaw/Bay City and Flint, Michigan. We
received an informal inquiry from the Department of Justice relating to the
radio stations in Saginaw/Bay City. We have not yet filed our notice with
respect to our pending acquisition of Bloomington Broadcasting Holdings, Inc.

As part of its increased scrutiny of radio station acquisitions, the
Department of Justice has stated publicly that it believes that commencement of
operations under local marketing agreements, joint sales agreements and other
similar agreements customarily entered into in connection with radio station
transfers prior to the expiration of the waiting period under the
Hart-Scott-Rodino Act could violate the Hart-Scott-Rodino Act. In connection
with acquisitions subject to the waiting period under the Hart-Scott-Rodino Act,
we will not commence operation of any affected station to be acquired under a
local marketing agreement or similar agreement until the waiting period has
expired or been terminated.

We received a civil investigative demand from the Antitrust Division of the
Department of Justice addressing our acquisition of KRST-FM in Albuquerque, New
Mexico. This matter remains open. See the discussion in the "Risk Factors"
section of this prospectus supplement.

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SELLING STOCKHOLDERS

The following table sets forth information with respect to the beneficial
ownership by the selling stockholders of our common stock as of February 7, 2000
and after giving effect to this offering, assuming that the underwriters'
over-allotment option is exercised in full. This information has been provided
by the selling stockholders. The selling stockholders will not sell any shares
unless the underwriters' over-allotment option is exercised.

Except as indicated below, the selling stockholders have sole voting and
investment power with respect to the shares shown as beneficially owned by them.
The percentages are rounded to the nearest tenth of a percent. Holders of common
stock are entitled to one vote per share on all matters submitted to a vote of
stockholders generally.

The number of shares and percentages are calculated in accordance with Rule
13d-3 under the Securities Exchange Act of 1934, as amended, on a stockholder by
stockholder basis, assuming that each stockholder converted all securities owned
by such stockholder that are convertible into common stock at the option of the
holder within 60 days of February 7, 2000 and that no other stockholder so
converts. The numbers and percentages of shares owned assume that these
outstanding options have been exercised by such respective stockholders as
follows:

-- Lawrence R. Wilson -- 407,409 shares (including options to purchase
395,409 shares held by Rio Bravo Enterprise Associates, L.P.),

-- Donna L. Heffner -- 58,662 shares,

-- D. Robert Proffitt -- 20,821 shares,

-- Stuart R. Stanek -- 147,234 shares, and

-- Peter J. Benedetti -- 7,801 shares.

PRO FORMA
SHARES OF COMMON STOCK SHARES BEING IF THE UNDERWRITERS'
BENEFICIALLY OWNED OFFERED IF THE OVER-ALLOTMENT OPTION
PRIOR TO THIS OFFERING UNDERWRITERS' IS EXERCISED IN FULL
------------------------ OVER-ALLOTMENT ------------------------
PERCENT OF OPTION IS PERCENT OF
SELLING STOCKHOLDER NUMBER COMMON STOCK EXERCISED IN FULL NUMBER COMMON STOCK
- ------------------- --------- ------------ ------------------- --------- ------------

Lawrence R. Wilson(1).......... 2,373,155 7.3% 342,000 2,031,155 5.5%
Donna L. Heffner(2)............ 201,213 * 40,000 161,213 *
D. Robert Proffitt(3).......... 197,555 * 40,000 157,555 *
Stuart R. Stanek(4)............ 233,907 * 40,000 193,907 *
Peter J. Benedetti(5).......... 13,428 * 3,000 10,428 *
DVS Management, Inc.(6)........ 105,377 * 35,000 70,377 *

- ---------------
* Less than one percent

(1) The numbers of shares include 1,908,083 outstanding shares prior to this
offering and 1,566,083 outstanding shares after this offering, assuming
that the underwriters' over-allotment option is exercised in full, held by
Rio Bravo Enterprise Associates, L.P., a selling stockholder. The numbers
of shares also include 395,409 shares of common stock which may be
acquired upon exercise of options held by Rio Bravo Enterprise Associates,
L.P. Rio Bravo Enterprise Associates, L.P. therefore beneficially owns
2,303,492 shares or 7.1% of the outstanding common stock prior to this
offering and will beneficially own 1,961,492 shares or 5.3% of the
outstanding common stock following this offering, assuming that the
underwriters' over-allotment option is exercised in full. Lawrence R.
Wilson, a director and executive officer of Citadel Communications since
it was incorporated in 1993, owns all of the capital stock of Rio Bravo,
Inc., the sole general partner of Rio Bravo Enterprise Associates, L.P.
The remaining shares are jointly owned by Mr. Wilson and his spouse,
Claire Wilson, or may be acquired upon exercise of options held by Mr.
Wilson.

(2) Ms. Heffner has served as an officer of Citadel Communications since it
was incorporated in 1993. She currently serves as Vice President, Chief
Financial Officer and Secretary. Ms. Heffner's shares are jointly owned by
Ms. Heffner and her spouse, Tim L. Heffner.

S-42
45

(3) Mr. Proffitt has served as an officer of Citadel Communications since it
was incorporated in 1993. He currently serves as Vice President of Citadel
Communications and President and Chief Operating Officer of Citadel
Broadcasting. Mr. Proffitt's shares are jointly owned by Mr. Proffitt and
his spouse, Lynette M. Proffitt.

(4) Mr. Stanek has served as an officer of Citadel Communications since it was
incorporated in 1993. He currently serves as Vice President responsible
for east region operations. Mr. Stanek's shares are jointly held by Mr.
Stanek and his spouse, Kim L. Stanek. The number of shares shown does not
include 1,781 shares owned by Ms. Stanek.

(5) Mr. Benedetti became an officer of Citadel Communications in October 1998
and currently serves as Vice President responsible for west region
operations. Mr. Benedetti's shares are jointly owned by Mr. Benedetti and
his spouse, Krista M. Benedetti.

(6) John E. von Schlegell, a director of Citadel Communications since January
1997, is the President and a shareholder of DVS Management, Inc. The
number of shares shown includes 2,554 shares held by The Endeavour Capital
Fund Limited Partnership, of which DVS Management, Inc. is the general
partner.

ADDITIONAL SELLING STOCKHOLDER INFORMATION

In addition to the relationships noted above, certain of the selling
stockholders have engaged in one or more transactions with Citadel
Communications, some of which transactions are ongoing. See our Annual Report on
Form 10-K for the fiscal year ended December 31, 1998 for a description of
certain of these transactions.

S-43
46

UNDERWRITING

Under the terms and subject to the conditions contained in an underwriting
agreement dated February 8, 2000, we have agreed to sell to the underwriters
named below, for whom Credit Suisse First Boston Corporation is acting as
representative, the following respective numbers of shares of common stock:

Number
of Shares
Underwriter ---------

Credit Suisse First Boston Corporation...................... 712,500
Merrill Lynch, Pierce, Fenner & Smith
Incorporated................................... 593,750
Prudential Securities Incorporated.......................... 593,750
Salomon Smith Barney Inc. .................................. 593,750
Banc of America Securities LLC.............................. 225,625
Bear, Stearns & Co. Inc. ................................... 225,625
Deutsche Bank Securities Inc................................ 225,625
Donaldson, Lufkin & Jenrette Securities Corporation......... 225,625
First Union Securities, Inc. ............................... 225,625
FleetBoston Robertson Stephens Inc. ........................ 225,625
Goldman, Sachs & Co. ....................................... 225,625
ING Barings LLC............................................. 225,625
Lazard Freres & Co. LLC..................................... 225,625
Thomas Weisel Partners LLC.................................. 225,625
---------
Total.......................................... 4,750,000
=========

The underwriting agreement provides that the underwriters are obligated to
purchase all the shares of common stock in this offering if any are purchased,
other than those shares covered by the over-allotment option described below.
The underwriting agreement also provides that if an underwriter defaults, the
purchase commitments of non-defaulting underwriters may be increased or the
offering of common stock may be terminated.

The selling stockholders have granted to the underwriters a 30-day option
to purchase on a pro rata basis up to 500,000 additional shares at the initial
public offering price less the underwriting discounts and commissions. The
option may be exercised only to cover any over-allotments of common stock.

The underwriters propose to offer the shares of common stock initially at
the public offering price on the cover page of this prospectus supplement and to
selling group members at that price less a concession of $1.24 per share. The
underwriters and selling group members may allow a discount of $0.10 per share
on sales to other broker/dealers. After the public offering, the public offering
price and concession and discount to dealers may be changed by the
representative.

S-44
47

The following table summarizes the compensation and estimated expenses that
we and the selling stockholders will pay.

Per Share Total
------------------------------- -------------------------------
Without With Without With
Over-allotment Over-allotment Over-allotment Over-allotment
-------------- -------------- -------------- --------------

Underwriting Discounts and
Commissions paid by us........... $2.060 $2.060 $9,785,000 $9,785,000
Expenses payable by us........... $0.158 $0.158 $ 750,000 $ 750,000
Underwriting Discounts and
Commissions paid by selling
stockholders..................... $0 $2.060 $ 0 $1,030,000
Expenses payable by selling
stockholders..................... $0 $0.007 $ 2,500 $ 3,500

We have agreed that we will not offer, sell, offer to sell, contract to
sell, pledge, grant any option to purchase or otherwise sell or dispose (or
announce any offer, sale, offer of sale, contract of sale, pledge, grant of any
option to purchase or other sale or disposition) of any shares of our common
stock or any securities convertible into, or exchangeable or exercisable or
exercisable for, shares of our common stock for a period of 90 days after the
date of this prospectus supplement except for (1) issuance of common stock
contemplated by this prospectus supplement, (2) issuance of common stock
pursuant to the exercise of employee stock options outstanding on the date of
this prospectus supplement, (3) issuance of up to 200,000 shares of common stock
in connection with one of our pending acquisitions and (4) grants of stock
options under our 1996 Equity Incentive Plan covering up to 300,000 shares of
common stock.

Certain of our officers and directors and the selling stockholders have
agreed that they will not offer, sell, contract to sell, pledge or otherwise
dispose of, directly or indirectly, any shares of our common stock or securities
convertible into or exchangeable or exercisable for any shares of our common
stock, enter into any transaction which would have the same effect, or enter
into any swap, hedge or other arrangement that transfers, in whole or in part,
any of the economic consequences of ownership of our common stock without the
prior written consent of Credit Suisse First Boston Corporation for a period of
90 days after the date of this prospectus supplement. Pursuant to the terms of a
Registration Rights Agreement among certain of our stockholders and us, certain
of our stockholders who are not selling stockholders have agreed not to sell,
make any short sale of, loan, grant any option for the purchase of, or otherwise
dispose of shares of our common stock without the prior written consent of
Credit Suisse First Boston Corporation for a period of 30 days after the date of
this prospectus supplement.

We and the selling stockholders have agreed to indemnify the underwriters
against liabilities under the Securities Act, or contribute to payments which
the underwriters may be required to make in that respect.

Our shares of common stock are listed on The Nasdaq Stock Market's National
Market under the symbol "CITC."

The representative may engage in over-allotment, stabilizing transactions,
syndicate covering transactions, penalty bids and "passive" market making in
accordance with Regulation M under the Exchange Act.

S-45
48

- Over-allotment involves syndicate sales in excess of the offering size,
which creates a syndicate short position.

- Stabilizing transactions permit bids to purchase the underlying security
so long as the stabilizing bids do not exceed a specified maximum.

- Syndicate covering transactions involve purchases of the common stock in
the open market after the distribution has been completed in order to
cover syndicate short positions.

- Penalty bids permit the representative to reclaim a selling concession
from a syndicate member when the common stock originally sold by such
syndicate member are purchased in a syndicate covering transaction to
cover syndicate short positions.

- In "passive" market making, market makers in the common stock who are
underwriters or prospective underwriters may, subject to certain
limitations, make bids for or purchases of the common stock until the
time, if any, at which a stabilizing bid is made.

These stabilizing transactions, syndicate covering transactions, penalty bids
and passive market making may cause the price of the common stock to be higher
than it would otherwise be in the absence of these transactions. These
transactions may be effected on The Nasdaq Stock Market's National Market or
otherwise and, if commenced, may be discontinued at any time.

Certain of the underwriters and their affiliates have engaged in
transactions with and provided various investment banking, commercial banking
and other services for Citadel Communications and its affiliates in the past and
may do so from time to time in the future. Credit Suisse First Boston, New York
branch, is the lead arranger, administrative agent and collateral agent under
Citadel Broadcasting's credit facility. Certain of the underwriters and their
affiliates are also lenders under Citadel Broadcasting's credit facility. We may
use more than 10% of the net proceeds we receive from the sale of our common
stock to repay indebtedness owed by us to members, or affiliates of members, of
the National Association of Securities Dealers, Inc. participating in this
offering. Accordingly, this offering is being made in compliance with the
requirements of Rule 2710(c)(8) of the NASD Conduct Rules.

S-46
49

NOTICE TO CANADIAN RESIDENTS

RESALE RESTRICTIONS

The distribution of the common stock in Canada is being made only on a
private placement basis exempt from the requirement that we and the selling
stockholders prepare and file a prospectus with the securities regulatory
authorities in each province where trades of common stock are effected.
Accordingly, any resale of the common stock in Canada must be made in accordance
with applicable securities laws which will vary depending on the relevant
jurisdiction, and which may require resales to be made in accordance with
available statutory exemptions or pursuant to a discretionary exemption granted
by the applicable Canadian securities regulatory authority. Purchasers are
advised to seek legal advice prior to any resale of the common stock.

REPRESENTATIONS OF PURCHASERS

Each purchaser of common stock in Canada who receives a purchase
confirmation will be deemed to represent to us, the selling stockholders and the
dealer from whom such purchase confirmation is received that (1) the purchaser
is entitled under applicable provincial securities laws to purchase such common
stock without the benefit of a prospectus qualified under such securities laws,
(2) where required by law, that the purchaser is purchasing as principal and not
as agent, and (3) the purchaser has reviewed the text above under the heading
"Resale Restrictions."

RIGHTS OF ACTION (ONTARIO PURCHASERS)

The securities being offered are those of a foreign issuer and Ontario
purchasers will not receive the contractual right of action prescribed by
Ontario securities law. As a result, Ontario purchasers must rely on other
remedies that may be available, including common law rights of action for
damages or rescission or rights of action under the civil liability provisions
of the U.S. federal securities laws.

ENFORCEMENT OF LEGAL RIGHTS

All of the issuer's directors and officers as well as the experts named
herein and the selling stockholders may be located outside of Canada and, as a
result, it may not be possible for Canadian purchasers to effect service of
process within Canada upon the issuer or these persons. All or a substantial
portion of the assets of the issuer and these persons may be located outside of
Canada and, as a result, it may not be possible to satisfy a judgment against
the issuer or these persons in Canada or to enforce a judgment obtained in
Canadian courts against the issuer or these persons outside of Canada.

NOTICE TO BRITISH COLUMBIA RESIDENTS

A purchaser of common stock to whom the Securities Act (British Columbia)
applies is advised that the purchaser is required to file with the British
Columbia Securities Commission a report within ten days of the sale of any
common stock acquired by the purchaser pursuant to this offering. Such report
must be in the form attached to British Columbia Securities Commission Blanket
Order BOR #95/17, a copy of which may be obtained from us. Only one report must
be filed in respect of common stock acquired on the same date and under the same
prospectus exemption.

S-47
50

TAXATION AND ELIGIBILITY FOR INVESTMENT

Canadian purchasers of common stock should consult their own legal and tax
advisors with respect to the tax consequences of an investment in the common
stock in their particular circumstances and with respect to the eligibility of
the common stock for investment by the purchaser under relevant Canadian
legislation.

WHERE YOU CAN FIND MORE INFORMATION

Citadel Communications files annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and copy any
reports, statements or other information Citadel Communications files with the
SEC at its public reference rooms at 450 Fifth Street, N.W., Washington, D.C.
20549, 7 World Trade Center, Suite 1300, New York, New York 10048 and 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. Citadel
Communications' filings are also available to the public on the internet,
through a database maintained by the SEC at http://www.sec.gov. In addition, you
can inspect and copy Citadel Communications' reports, proxy statements and other
information at the offices of The Nasdaq National Market, 1735 K Street,
Washington, D.C. 20006-1500.

VALIDITY OF SECURITIES

The validity of the common stock being offered by this prospectus
supplement will be passed upon for Citadel Communications by Eckert Seamans
Cherin & Mellott, LLC, Pittsburgh, Pennsylvania, counsel to Citadel
Communications. As to matters of Nevada law, Eckert Seamans Cherin & Mellott,
LLC will rely upon the opinion of Lionel, Sawyer & Collins, Las Vegas, Nevada.
Certain legal matters will be passed upon for the underwriters by Shearman &
Sterling, New York, New York.

INDEPENDENT AUDITORS

The consolidated financial statements of Bloomington Broadcasting Holdings,
Inc. and subsidiaries as of December 31, 1998 and for the year then ended have
been incorporated by reference herein and in the registration statement in
reliance upon the report of Dunbar, Breitweiser & Company, LLP, independent
certified public accountants, with respect thereto and incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.

The accompanying prospectus contains additional information regarding other
financial information incorporated by reference in the prospectus and the
registration statement.

S-48
51

PROSPECTUS

$1,000,000,000

CITADEL LOGO CITADEL COMMUNICATIONS CORPORATION

We may offer and sell, from time to time, in one or more offerings, the
common stock and preferred stock described in this prospectus. Certain holders
of common stock of Citadel Communications Corporation named in this prospectus
may also offer and sell common stock of Citadel Communications, from time to
time, in one or more offerings, pursuant to this prospectus. The securities
described in this prospectus may be offered and sold from time to time for an
aggregate offering price of up to $1,000,000,000.

We will provide the specific terms of these securities in supplements to
this prospectus. This prospectus may not be used to sell securities unless
accompanied by a prospectus supplement. WE URGE YOU TO READ CAREFULLY THIS
PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT, WHICH WILL DESCRIBE THE
SPECIFIC TERMS OF THE SECURITIES OFFERED, BEFORE YOU MAKE YOUR INVESTMENT
DECISION.

FOR A DISCUSSION OF THE RISKS ASSOCIATED WITH AN INVESTMENT IN THESE
SECURITIES, SEE "RISK FACTORS" ON PAGE 4.

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

Neither the Securities and Exchange Commission nor any other regulatory
body has approved or disapproved of these securities or passed upon the adequacy
or accuracy of this prospectus. Any representation to the contrary is a criminal
offense.

THE DATE OF THIS PROSPECTUS IS JANUARY 10, 2000

TABLE OF CONTENTS

PAGE
----

ABOUT THIS PROSPECTUS....................................... 1
WHERE YOU CAN FIND MORE INFORMATION......................... 1
FORWARD-LOOKING STATEMENTS.................................. 3
CITADEL COMMUNICATIONS CORPORATION.......................... 3
RISK FACTORS................................................ 4
USE OF PROCEEDS............................................. 4
RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED
STOCK DIVIDENDS........................................... 5
HOLDING COMPANY STRUCTURE AND SECURED CLAIMS................ 6
DESCRIPTION OF THE CITADEL COMMUNICATIONS COMMON STOCK...... 6
DESCRIPTION OF THE PREFERRED STOCK AND THE DEPOSITARY SHARES
REPRESENTING FRACTIONAL SHARES OF PREFERRED STOCK......... 11
SELLING STOCKHOLDERS........................................ 17
PLAN OF DISTRIBUTION........................................ 19
VALIDITY OF THE SECURITIES.................................. 20
INDEPENDENT AUDITORS........................................ 20

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT. WE HAVE NOT
AUTHORIZED ANYONE ELSE TO PROVIDE YOU WITH DIFFERENT INFORMATION. IF ANYONE
PROVIDES YOU WITH DIFFERENT OR INCONSISTENT INFORMATION, YOU SHOULD NOT RELY ON
IT. WE ARE OFFERING TO SELL SECURITIES AND SOLICITING OFFERS TO BUY SECURITIES
ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED. YOU SHOULD ASSUME
THAT THE INFORMATION APPEARING IN THIS PROSPECTUS AND INFORMATION INCORPORATED
BY REFERENCE INTO THIS PROSPECTUS, IS ACCURATE ONLY AS OF THE DATE OF THE
DOCUMENTS CONTAINING THE INFORMATION.
53

References in this prospectus to the terms Citadel Communications, we, our
and us include Citadel Communications Corporation's subsidiary, Citadel
Broadcasting Company, unless the context otherwise requires.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission using the SEC's shelf registration rules.
Under the shelf registration rules, using this prospectus, together with a
prospectus supplement, we may sell from time to time, in one or more offerings,
any of the securities described in this prospectus, and the selling stockholders
identified in this prospectus may sell shares of Citadel Communications common
stock. The total dollar amount of the securities we and the selling stockholders
sell through these offerings will not exceed $1.0 billion.

This prospectus provides you with a general description of the securities
we may sell and the common stock that the selling stockholders may sell. Each
time we sell securities under this prospectus, we will provide a prospectus
supplement that will contain specific information about the terms of that
offering. The prospectus supplement may also add, update or change information
contained in this prospectus. If so, the prospectus supplement should be read as
superseding this prospectus. You should read this prospectus, the applicable
prospectus supplement and the additional information described below under
"Where You Can Find More Information."

The prospectus supplement to be attached to the front of this prospectus
will describe the terms of any securities that we or the selling stockholders
offer and any initial offering price to the public in that offering, the
purchase price and net proceeds that we will receive and the other specific
terms related to that offering of the securities. For more details on the terms
of the securities, you should read the exhibits filed with our registration
statement, of which this prospectus is a part.

WHERE YOU CAN FIND MORE INFORMATION

We filed a registration statement on Form S-3 to register with the SEC the
securities described in this prospectus. This prospectus is part of that
registration statement. As permitted by SEC rules, this prospectus does not
contain all the information contained in the registration statement or the
exhibits to the registration statement. You may refer to the registration
statement and accompanying exhibits for more information about us and our
securities.

The SEC allows us to incorporate by reference into this document the
information Citadel Communications filed with it. This means that we can
disclose important business, financial and other information to you by referring
you to other documents separately filed with the SEC. All information
incorporated by reference is part of this document, unless and until that
information is updated and superseded by the information contained in this
document or any information incorporated later.

We incorporate by reference the documents listed below:

1. Citadel Communications' Annual Report on Form 10-K for the year
ended December 31, 1998,

2. Citadel Communications' Quarterly Reports on Form 10-Q for the
fiscal quarters ended March 31, 1999, June 30, 1999 and September
30, 1999,

3. Citadel Communications' Current Reports on Form 8-K filed on
February 17, 1999, July 7, 1999, September 14, 1999 (as amended by
Current Report on Form 8-K/A filed on December 3, 1999), December
10, 1999 and January 6, 2000, and

4. The description of Citadel Communications' common stock, par value
$.001 per share, contained in its Registration Statement on Form
8-A/A under Section 12 of the Exchange Act, filed on June 30, 1998,
as amended by Citadel Communications' Quarterly Report on Form 10-Q
for the fiscal quarter ended June 30, 1999 and any further
amendment or report filed hereafter for the purpose of updating
such description.

We also incorporate by reference all future filings we make with the SEC
under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act on or (i) after the
date of the filing of this registration statement and prior to its effectiveness
and (ii) after the date of this prospectus and prior to the termination of the
offering made hereby.

You may obtain copies of filings referred to above at no cost by contacting
us at the following address: Corporate Secretary, Citadel Communications
Corporation, City Center West, Suite 400, 7201 West Lake Mead Boulevard, Las
Vegas, Nevada 89128, telephone (702) 804-5200.

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55

FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated in this prospectus by
reference include forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act.
We based these forward-looking statements largely on our current expectations
and projections about future events and financial trends affecting our business.
The words "believes," "may," "will," "estimates," "continues," "anticipates,"
"intends," "expects" and similar words are intended to identify forward-looking
statements. Our forward-looking statements are subject to risks, uncertainties
and assumptions including, among other things:

- the realization of our business strategy;

- general economic and business conditions, both nationally and in our
markets;

- our expectations and estimates concerning future financial performance,
financing plans and the impact of competition;

- anticipated trends in our industry;

- the impact of current or pending legislation and regulation and antitrust
considerations; and

- other risk factors discussed in the "Risk Factors" section of Citadel
Communications' Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1999 incorporated by reference herein.

CITADEL COMMUNICATIONS CORPORATION

Citadel Communications, through its operating subsidiary, Citadel
Broadcasting, is a radio broadcaster that focuses on acquiring, developing and
operating radio stations in the United States. Citadel Communications' primary
strategy is to secure and maintain a leadership position in its existing markets
and to expand into additional markets where it believes a leadership position
can be obtained.

Citadel Communications' common stock is traded on the Nasdaq National
Market under the symbol "CITC." Our principal executive offices are located at
City Center West, Suite 400, 7201 West Lake Mead Boulevard, Las Vegas, Nevada
89128 and our telephone number is (702) 804-5200.

3
56

RISK FACTORS

The securities to be offered may involve a high degree of risk. These risks
will be set forth in a prospectus supplement relating to the securities to be
offered by that prospectus supplement. You should carefully consider the
important factors set forth under the heading "Risk Factors" in the applicable
supplement to this prospectus before investing in any securities that may be
offered.

USE OF PROCEEDS

Unless indicated otherwise in the applicable prospectus supplement, Citadel
Communications expects to use the net proceeds from the sale of its securities
for general corporate purposes, including repayment of borrowings, working
capital and capital expenditures. In addition, Citadel Communications may use
the net proceeds from the sale of its securities for acquisitions. In the event
selling stockholders of Citadel Communications sell any shares of Citadel
Communications common stock, such selling stockholders will receive all of the
net proceeds from their sale.

Additional information on the use of net proceeds from the sale of
securities offered by this prospectus will be set forth in the prospectus
supplement relating to such offering.

4
57

RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

Set forth below is information concerning Citadel Communications' ratio of
earnings to combined fixed charges and preferred stock dividends. This ratio
shows the extent to which Citadel Communications' business generates enough
earnings after the payment of all expenses other than interest and preferred
stock dividends to make required interest and dividend payments on its debt and
preferred stock. For this purpose, earnings represents:

- the sum of pretax income from continuing operations before adjustment for
minority interests in consolidated subsidiaries or income or loss from
equity investees, fixed charges, amortization of capitalized interest,
distributed income of equity investees and share of pretax losses of
equity investees for which charges arising from guarantees are included
in fixed charges, less

- the sum of interest capitalized, preference security dividend
requirements of consolidated subsidiaries and the minority interest in
pretax income of subsidiaries that have not incurred fixed charges.

Fixed charges represents the sum of interest expensed and capitalized, amortized
premiums, discounts and capitalized expenses related to indebtedness, an
estimate of the interest within rental expense and preference security dividend
requirements of consolidated subsidiaries. Preferred stock dividends represents
the amount of pretax earnings required to pay the dividends on outstanding
preference securities.

NINE MONTHS
ENDED YEAR ENDED DECEMBER 31,
SEPTEMBER 30, -----------------------------------------------
1999 1998 1997 1996 1995 1994
------------------ ------- ------- ------- ------- -------
(DOLLARS IN THOUSANDS)

Ratio of earnings to
combined fixed charges
and preferred stock
dividends............... 0.31x 0.28x 0.28x 0.69x 0.20x --
Deficiency of earnings
available to cover
combined fixed charges
and preferred stock
dividends............. $28,074 $34,489 $19,320 $ 1,997 $ 4,376 $ 5,511

5
58

HOLDING COMPANY STRUCTURE AND SECURED CLAIMS

Citadel Communications is a holding company whose only material asset is
its investments in its subsidiary, Citadel Broadcasting. Citadel Broadcasting
operates Citadel Communications' radio stations. Citadel Communications' ability
to meet its future financial obligations depends upon the availability of cash
flows from Citadel Broadcasting through dividends, intercompany advances,
management fees and other payments or the issuance of new equity. Citadel
Broadcasting is under no obligation to pay dividends to Citadel Communications
and is subject to statutory and contractual restrictions that limit its ability
to pay dividends and make other payments to Citadel Communications. Citadel
Communications' right to participate in the distribution of assets of Citadel
Broadcasting upon its liquidation or reorganization will be subject to prior
claims of the creditors of Citadel Broadcasting, including trade creditors,
except to the extent that Citadel Communications may be a creditor with
recognized claims against Citadel Broadcasting. In addition, the outstanding
shares of common stock of Citadel Broadcasting owned by Citadel Communications
have been pledged to secure its guaranty of Citadel Broadcasting's obligations
under its credit facility.

DESCRIPTION OF THE CITADEL COMMUNICATIONS COMMON STOCK

GENERAL

Citadel Communications is authorized to issue 200,000,000 shares of common
stock. The following discussion describes provisions of Citadel Communications'
Certificate of Incorporation and Bylaws and of Nevada's laws on private
corporations, Chapter 78 of the Nevada Revised Statutes.

VOTING RIGHTS OF COMMON STOCK

Holders of the common stock are entitled to one vote per share on all
matters submitted to a vote of stockholders generally. As of December 31, 1999,
ABRY Broadcast Partners II, L.P. beneficially owned 3,339,144 shares of common
stock, representing approximately 10.5% of the common stock then issued and
outstanding. The voting trustee who votes such shares will have the power to
significantly influence the election of directors and other matters submitted to
a vote of stockholders. The voting power of the voting trustee may hinder or
delay a change in control of Citadel Communications and may have an anti-
takeover effect.

DIVIDENDS ON COMMON STOCK

The holders of the common stock are entitled to receive, pro rata,
dividends as may be declared by Citadel Communications' Board of Directors out
of funds legally available for the payment of dividends.

OTHER PROVISIONS APPLICABLE TO THE COMMON STOCK

There are no preemptive rights to subscribe for any additional securities
which Citadel Communications may issue. There are no redemption provisions or
sinking fund provisions

6
59

applicable to the common stock, nor is the common stock subject to calls or
assessments by Citadel Communications.

In the event of any liquidation, dissolution or winding-up of the affairs
of Citadel Communications, holders of common stock will be entitled to share
ratably in the assets of Citadel Communications remaining after payment or
provision for payment of all of Citadel Communications' debts and obligations
and liquidation payments to holders of any outstanding shares of undesignated
preferred stock that has a liquidation preference.

The Board of Directors of Citadel Communications may, without further
action of the stockholders, issue up to 20,000 shares of undesignated preferred
stock that may rank prior to the common as to dividend rights or liquidation
preference. The issuance of undesignated preferred stock could have the effect
of making it more difficult for a third party to acquire, or of discouraging a
third party from acquiring, or seeking to acquire, a significant portion of the
outstanding common stock.

CERTAIN ANTI-TAKEOVER EFFECTS

Certificate of Incorporation and Bylaws. The provisions of Citadel
Communications' Certificate of Incorporation and Bylaws summarized in the
following paragraphs may be deemed to have anti-takeover effects. These
provisions may have the effect of discouraging a future takeover attempt which
is not approved by the Board of Directors, but which individual stockholders may
deem to be in their best interests or in which stockholders may receive a
substantial premium for their share over then-current market prices. As a
result, stockholders who might desire to participate in such a transaction may
not have an opportunity to do so.

Number of Directors, Removal and Filling Vacancies. Citadel Communications'
Certificate of Incorporation and Bylaws provide that the number of directors
shall not exceed seven and shall be fixed from time to time with the consent of
a majority of the Board of Directors. The Certificate of Incorporation also
provides that directors may only be removed with cause. Removal of a director
requires the affirmative vote of the holders of at least two-thirds of the
outstanding shares of capital stock of Citadel Communications then entitled to
vote at an election of directors. These provisions prevent stockholders from
removing any incumbent director without cause and allow a majority of the
incumbent directors to add additional directors without approval of stockholders
until the next annual meeting of stockholders at which directors are elected.

Meetings of Stockholders. Citadel Communications' Bylaws provide that a
special meeting of stockholders may be called only by the Chairman or the Board
of Directors unless otherwise required by law. Citadel Communications' Bylaws
provide that only those matters set forth in the notice of the special meeting
may be considered or acted upon at that special meeting unless otherwise
provided by law. In addition, Citadel Communications' Bylaws set forth certain
advance notice and informational requirements and time limitations on any
director nomination or new proposal which a stockholder wishes to make at an
annual meeting of stockholders.

No Stockholder Action by Written Consent. Citadel Communications' Bylaws
provide that any action required or permitted to be taken by the stockholders of
Citadel Communications at an annual or special meeting of stockholders must be
effected at a duly

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called meeting and may not be taken or effected by a written consent of
stockholders in lieu of a duly called meeting.

Foreign Ownership. Citadel Communications' Certificate of Incorporation
permits restriction on the ownership, voting and transfer of Citadel
Communications' capital stock in accordance with the Communications Act of 1934,
as amended, and the rules of the Federal Communications Commission, to prohibit
ownership of more than 20% of Citadel Communications' outstanding capital stock,
or more than 20% of the voting rights it represents, by or for the account of
aliens or corporations otherwise subject to domination or control by aliens. The
Certificate of Incorporation also authorizes the Board of Directors to prohibit
any transfer of capital stock that would cause Citadel Communications to violate
this prohibition. The Board of Directors may also prohibit the ownership, voting
or transfer of any portion of its outstanding capital stock to the extent the
ownership, voting or transfer of such portion would cause Citadel Communications
to violate, or would otherwise result in violation of, any provision of the
Communications Act or the rules, regulations and policies of the FCC under the
Communications Act. No stockholders may exercise any voting rights which would
cause Citadel Communications to be in violation of the rules, regulations or
policies of the FCC.

Nevada General Corporation Law. The following provisions of Chapter 78 of
the Nevada Revised Statutes may delay or make more difficult acquisitions or
changes of control of Citadel Communications and may make it more difficult to
accomplish transactions that stockholders may otherwise believe to be in their
best interests. These provisions may also have the effect of preventing changes
in Citadel Communications' management. The Certificate of Incorporation and
Bylaws do not exclude Citadel Communications from these provisions of Chapter 78
of the Nevada Revised Statutes.

Control Share Acquisitions. Under Sections 78.378 to 78.3793 of Chapter 78
of the Nevada Revised Statutes, an acquiring person, who acquires a controlling
interest in an issuing corporation may not exercise voting rights on any control
shares unless the voting rights are conferred by a majority vote of the
disinterested stockholders of the issuing corporation at an annual meeting or at
a special meeting of such stockholders held upon the request and at the expense
of the acquiring person. If the control shares are accorded full voting rights
and the acquiring person acquires control shares with a majority or more of all
the voting power, any stockholder, other than the acquiring person, who does not
vote for authorizing voting rights for the control shares, is entitled to demand
payment for the fair value of their shares, and the corporation must comply with
the demand.

For the above provisions, acquiring person means, subject to exceptions,
any person who, individually or in association with others, acquires or offers
to acquire, directly or indirectly, a controlling interest in an issuing
corporation. Controlling interest means the ownership of outstanding voting
shares of an issuing corporation sufficient to enable the acquiring person,
individually or in association with others, directly or indirectly, to exercise:

- one-fifth or more but less than one-third of the voting power of the
issuing corporation in the election of directors,

- one-third or more but less than a majority of the voting power of the
issuing corporation in the election of directors, and/or

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- a majority or more of the voting power of the issuing corporation in the
election of directors.

These provisions are triggered as a stockholder moves from one level to the
next. Voting rights on the control shares must be conferred by a majority of the
disinterested stockholders as each threshold is reached and/or exceeded. Control
shares means those outstanding voting shares of an issuing corporation which an
acquiring person:

- acquires or offers to acquire in an acquisition, or

- acquires within 90 days immediately preceding the date when the acquiring
person became an acquiring person.

Subject to certain exceptions, an acquisition is the direct or indirect
acquisition of a controlling interest. Issuing corporation means a corporation
that is organized in Nevada, has 200 or more stockholders, at least 100 of whom
are stockholders of record and having an address in Nevada which appears in the
stock ledger of the corporation, and does business in Nevada directly or through
an affiliated corporation.

The provisions described above do not apply if the articles of
incorporation or bylaws of the corporation in effect on the 10th day following
the acquisition of a controlling interest by an acquiring person provide that
the provisions do not apply. The Certificate of Incorporation and Bylaws do not
exclude Citadel Communications from the restrictions imposed by such provisions.
However, unless and until Citadel Communications has at least 100 stockholders
of record who have an address in Nevada which appears in the stock ledger of
Citadel Communications, this act will not apply to Citadel Communications. As of
January 5, 2000, this act did not apply to Citadel Communications.

Certain Business Combinations. In general, Sections 78.411 to 78.444 of
Chapter 78 of the Nevada Revised Statutes restrict the ability of a Nevada
corporation that has 200 or more stockholders to engage in any combination with
an interested stockholder for three years following the date of the transaction
in which the stockholder became an interested stockholder, unless the
combination or the triggering purchase of shares is approved by the board of
directors of the corporation before the date of the triggering purchase. If the
combination or triggering purchase was not so approved, the interested
stockholder may effect a combination after the three-year period only if such
stockholder receives approval from a majority of the disinterested shares or the
offer meets certain fair price criteria. Interested stockholder means any
person, or its subsidiaries, who is:

- the beneficial owner, directly or indirectly, of 10% or more of the
voting power of the outstanding voting shares of the corporation, or

- an affiliate or associate of the corporation and, at any time within
three years immediately before the date in question, was the beneficial
owner, directly or indirectly, of 10% or more of the voting power of the
then outstanding shares of the corporation.

The provisions described above do not apply to corporations that so elect in a
charter amendment approved by a majority of the disinterested shares. Such a
charter amendment, however, would not become effective for 18 months after its
passage and would apply only to stock acquisitions occurring after its effective
date. Citadel Communications' Certificate of Incorporation does not exclude it
from the restrictions imposed by these provisions.

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Directors' Duties. Section 78.138 of Chapter 78 of the Nevada Revised
Statutes allows directors and officers, in exercising their respective powers to
further the interests of the corporation, to consider the interests of the
corporation's employees, suppliers, creditors and customers. They can also
consider the economy of the state and the nation, the interests of the community
and of society and the long and short-term interests of the corporation and its
stockholders, including the possibility that these interests may be best served
by the continued independence of the corporation. Directors may resist a change
or potential change in control if the directors determine that the change or
potential change is opposed to or not in the best interest of the corporation.
In so determining, the board of directors may consider the interests described
above or have reasonable grounds to believe that, within a reasonable time, any
debt created as a result of the change in control would cause the assets of the
corporation or any successor to be less than the liabilities or would render the
corporation or any successor insolvent or lead to bankruptcy proceedings. Nevada
law presumes that, in business matters, directors have acted in good faith, on
an informed basis and with a view to the interests of the corporation.

TRANSFER AGENT AND REGISTRAR

BankBoston, N.A. is the transfer agent and registrar for Citadel
Communications' common stock.

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DESCRIPTION OF THE PREFERRED STOCK
AND THE DEPOSITARY SHARES REPRESENTING
FRACTIONAL SHARES OF PREFERRED STOCK

This section describes the general terms and provisions of the preferred
stock that Citadel Communications may offer by this prospectus. The applicable
prospectus supplement will describe the specific terms of the series of
preferred stock then offered, and the terms and provisions described in this
section will apply only to the extent not superseded by the terms of the
applicable prospectus supplement.

This section is only a summary of the preferred stock that Citadel
Communications may offer. Currently, Citadel Communications has no outstanding
preferred stock. We urge you to read carefully Citadel Communications'
Certificate of Incorporation and the certificate of designation Citadel
Communications will file in relation to an issue of any particular series of
preferred stock before you buy any preferred stock.

TERMS OF FUTURE SERIES OF PREFERRED STOCK

The Board of Directors of Citadel Communications may, without further
action of the stockholders, issue up to 20,000 shares of undesignated preferred
stock in one or more classes or series. Any undesignated preferred stock issued
by Citadel Communications may:

- rank prior to the common stock as to dividend rights, liquidation
preference or both;

- have full or limited voting rights; and

- be convertible into shares of common stock or other securities.

The powers, designations, preferences and relative, participating, optional
or other special rights, and qualifications, limitations or restrictions,
including dividend rights, voting rights, conversion rights, terms of redemption
and liquidation preferences, of the preferred stock of each series will be fixed
or designated by the Board of Directors of Citadel Communications pursuant to a
certificate of designation. We will describe in the applicable prospectus
supplement the specific terms of a particular series of preferred stock, which
will include the following:

- the maximum number of shares in the series;

- the designation of the series;

- the terms of any voting rights of the series;

- the dividend rate, if any, on the shares of such series, the conditions
and dates upon which such dividends shall be payable, the preference or
relation which such dividends shall bear to the dividends payable on any
other class or classes or on any other series of capital stock, and
whether such dividends shall be cumulative or non-cumulative;

- whether the shares of such series shall be redeemable by Citadel
Communications and, if so, the times, prices and other terms and
conditions of such redemption;

- the rights of the holders of shares of such series upon the liquidation,
dissolution or winding up of Citadel Communications;

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- whether or not the shares of such series shall be subject to the
operation of a retirement or sinking fund and, if so, the extent to and
manner in which any such retirement or sinking fund shall be applied to
the purchase or redemption of the shares of such series for retirement or
to other corporate purposes and the terms and provisions relative to the
operation thereof;

- whether or not the shares of such series shall be convertible into, or
exchangeable for, (a) debt securities of Citadel Communications, (b)
shares of any other class or classes of stock of Citadel Communications,
or of any other series of the same or different class of stock, or (c)
shares of any class or series of stock of any other corporation, and if
so convertible or exchangeable, the price or prices or the rate or rates
of conversion or exchange and the method, if any, of adjusting the same;

- the limitations and restrictions, if any, to be effective while any
shares of such series are outstanding upon the payment of dividends or
making of other distributions on, and upon the purchase, redemption or
other acquisition by Citadel Communications of, the Citadel
Communications' common stock, or any other class or classes of stock of
Citadel Communications ranking junior to the shares of such series either
as to dividends or upon liquidation;

- the conditions or restrictions, if any, upon the creation of indebtedness
of Citadel Communications or upon the issue of any additional stock,
including additional shares of such series or of any other series or of
any other class, ranking on a parity with or prior to the shares of such
series as to dividends or distribution of assets on liquidation,
dissolution or winding up;

- whether fractional interests in shares of the series will be offered in
the form of depositary shares as described below under "--Depositary
Shares;"

- any other preference and relative, participating, optional or other
special rights or qualifications, limitations or restrictions thereof;
and

- Citadel Communications' ability to modify the rights of holders otherwise
than by a vote of a majority or more of the shares outstanding.

The preferred stock will, when issued, be fully paid and nonassessable.
Citadel Communications will select the transfer agent, registrar and dividend
disbursement agent for a series of preferred stock and will describe its
selection in the applicable prospectus supplement. The registrar for shares of
preferred stock will send notices to stockholders of any meetings at which
holders of the preferred stock have the right to elect directors of Citadel
Communications or to vote on any other matter of Citadel Communications.

DEPOSITARY SHARES

This section describes the general terms and provisions of the depositary
shares we may offer. The applicable prospectus supplement will describe the
specific terms of the depositary shares offered through that prospectus
supplement, including, but not limited to, the title of the depositary shares
and the deposited security, the amount of deposited securities represented by
one depositary share, and any general terms outlined in this section that will
not apply to those depositary shares.

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We have summarized certain terms and provisions of the depositary
agreement, the depositary shares and the depositary receipts in this section.
The summary is not complete. We have also filed the form of depositary
agreement, including the form of depositary receipt, as an exhibit to the
registration statement, of which this prospectus is a part. You should read the
forms of depositary agreement and depositary receipt relating to a series of
preferred stock for additional information before you buy any depositary shares
that represent preferred stock of such series.

General. Citadel Communications may offer fractional interests in preferred
stock rather than full shares of preferred stock. If this occurs, Citadel
Communications will provide for the issuance by a depositary to the public of
receipts for depositary shares, each of which will represent a fractional
interest in a share of a particular series of preferred stock.

The stock of any series of preferred stock underlying the depositary shares
will be deposited under a separate depositary agreement between us and a
depositary. For these purposes, the depositary will be a bank or trust company
having its principal office in the United States and having a combined capital
and surplus of at least $50 million. Citadel Communications will name the
depositary and give the address of its principal executive office in the
applicable prospectus supplement. Subject to the terms of the depositary
agreement, each owner of a depositary share will have a fractional interest in
all the rights and preferences of the preferred stock underlying such depositary
shares. Those rights include any dividend, voting, redemption, conversion and
liquidation rights.

The depositary shares will be evidenced by depositary receipts issued under
the depositary agreement. If you purchase fractional interests in shares of the
related series of preferred stock, you will receive depositary receipts as
described in the applicable prospectus supplement. While the final depositary
receipts are being prepared, we may order the depositary to issue temporary
depositary receipts substantially identical to the final depositary receipts in
final form. The holders of the temporary depositary receipts will be entitled to
the same rights as if they held the depositary receipts although not in final
form. Holders of the temporary depositary receipts can exchange them for the
final depositary receipts at our expense.

If you surrender depositary receipts at the principal office of the
depositary, unless the related depositary shares have previously been called for
redemption, you are entitled to receive at such office the number of shares of
preferred stock and any money or other property represented by such depositary
shares. Citadel Communications will not issue partial shares of preferred stock.
If you deliver depositary receipts evidencing a number of depositary shares that
represent more than a whole number of shares of preferred stock, the depositary
will issue you a new depositary receipt evidencing such excess number of
depositary shares at the same time that the shares of preferred stock are
withdrawn. Holders of preferred stock received in exchange for depositary shares
will no longer be entitled to deposit such preferred stock under the depositary
agreement or to receive depositary shares in exchange for such preferred stock.

Dividends and Other Distributions. The depositary will distribute all cash
dividends or other cash distributions received with respect to the preferred
stock to the record holders of depositary shares representing the preferred
stock in proportion to the number of depositary shares owned by the holders on
the relevant record date. The depositary will distribute only the amount that
can be distributed without attributing to any holder of depositary shares a

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fraction of one cent. The balance not distributed will be added to and treated
as part of the next sum received by the depositary for distribution to record
holders of depositary shares.

If there is a distribution other than in cash, the depositary will
distribute property to the holders of depositary shares, unless the depositary
determines that it is not feasible to make such distribution. If this occurs,
the depositary may, with Citadel Communications' approval, sell the property and
distribute the net proceeds from the sale to the holders of depositary shares.

The depositary agreement will also contain provisions relating to how any
subscription or similar rights offered by us to the holders of the preferred
stock will be made available to the holders of depositary shares.

Conversion and Exchange. If any series of preferred stock underlying the
depositary shares is subject to conversion or exchange, the applicable
prospectus supplement will describe the rights or obligations of each record
holder of depositary receipts to convert or exchange the depositary shares.

Redemption of Depositary Shares. If the series of the preferred stock
underlying the depositary shares is subject to redemption, the depositary shares
will be redeemed from the redemption proceeds, in whole or in part, of such
series of the preferred stock held by the depositary. The depositary will mail
notice of redemption between 30 to 60 days prior to the date fixed for
redemption to the record holders of the depositary shares to be redeemed at
their addresses appearing in the depositary's records. The redemption price per
depositary share will bear the same relationship to the redemption price per
share of preferred stock that the depositary share bears to the underlying
preferred share. Whenever Citadel Communications redeems preferred stock held by
the depositary, the depositary will redeem, as of the same redemption date, the
number of depositary shares representing the preferred stock redeemed. If less
than all the depositary shares are to be redeemed, the depositary shares to be
redeemed will be selected by lot or pro rata as determined by the depositary.

After the date fixed for redemption, the depositary shares called for
redemption will no longer be outstanding. When the depositary shares are no
longer outstanding, all rights of the holders will cease, except the right to
receive money or other property that the holders of the depositary shares were
entitled to receive upon such redemption. Such payments will be made when
holders surrender their depositary receipts to the depositary.

Voting the Preferred Stock. Upon receipt of notice of any meeting at which
the holders of the preferred stock are entitled to vote, the depositary will
mail information about the meeting contained in the notice to the record holders
of the depositary shares relating to such preferred stock. Each record holder of
such depositary shares on the record date, which will be the same date as the
record date for the preferred stock, will be entitled to instruct the depositary
as to how the preferred stock underlying the holder's depositary shares should
be voted.

The depositary will try, if practical, to vote the number of shares of
preferred stock underlying the depositary shares according to the instructions
received. We will agree to take all action requested and deemed necessary by the
depositary in order to enable the depositary to vote the preferred stock in that
manner. The depositary will not vote any preferred stock for which it does not
receive specific instructions from the holder of the depositary shares relating
to such preferred stock.

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Taxation. Provided that each obligation in the depositary agreement and any
related agreement is performed in accordance with its terms, owners of
depositary shares will be treated for U.S. federal income tax purposes as if
they were owners of the shares of preferred stock represented by the depositary
shares. Accordingly, for federal income tax purposes they will have the income
and deductions to which they would be entitled if they were holders of the
preferred stock. In addition:

- No gain or loss will be recognized for U.S. federal income tax purposes
upon withdrawal of preferred stock in exchange for depositary shares as
provided in the depositary agreement.

- The tax basis of each share of preferred stock to an exchanging owner of
depositary shares will, upon the exchange, be the same as the aggregate
tax basis of the depositary shares exchanged for such preferred stock.

- The holding period for the preferred stock, in the hands of an exchanging
owner of depositary shares who held the depositary shares as a capital
asset at the time of the exchange, will include the period that the owner
held such depositary shares.

Amendment and Termination of the Depositary Agreement. The form of
depositary receipt evidencing the depositary shares and any provision of the
depositary agreement may be amended by agreement between Citadel Communications
and the depositary at any time. However, any amendment that materially and
adversely alters the rights of the existing holders of depositary shares will
not be effective unless approved by the record holders of at least a majority of
the depositary shares then outstanding. A depositary agreement may be terminated
by Citadel Communications or the depositary only if:

- All outstanding depositary shares relating to the depositary agreement
have been redeemed.

- There has been a final distribution on the preferred stock of the
relevant series in connection with the liquidation, dissolution or
winding up of the business and the distribution has been distributed to
the holders of the related depositary shares.

Charges of Depositary. Citadel Communications will pay all transfer and
other taxes and governmental charges arising solely from the existence of the
depositary arrangements. We will pay associated charges of the depositary for
the initial deposit of the preferred stock and any redemption of the preferred
stock. Holders of depositary shares will pay transfer and other taxes and
governmental charges and any other charges that are stated to be their
responsibility in the depositary agreement.

Miscellaneous. Citadel Communications will forward to the holders of
depositary shares all reports and communications that it must furnish to the
holders of the preferred stock.

Neither the depositary nor Citadel Communications will be liable if the
depositary is prevented or delayed by law or any circumstance beyond its control
in performing its obligations under the depositary agreement. Citadel
Communications' obligations and the depositary's obligations under the
depositary agreement will be limited to performance in good faith of duties set
forth in the depositary agreement. Neither the depositary nor Citadel
Communications will be obligated to prosecute or defend any legal proceeding
connected with any depositary shares or preferred stock unless satisfactory
indemnity is furnished to Citadel Communications and/or the depositary. Citadel
Communications and the depositary

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may rely upon written advice of counsel or accountants, or information provided
by persons presenting preferred stock for deposit, holders of depositary shares
or other persons believed to be competent and on documents believed to be
genuine.

Resignation and Removal of Depositary. The depositary may resign at any
time by delivering notice to Citadel Communications. Citadel Communications may
also remove the depositary at any time. Resignations or removals will take
effect upon the appointment of a successor depositary and its acceptance of the
appointment. The successor depositary must be appointed within 60 days after
delivery of the notice of resignation or removal and must be a bank or trust
company having its principal office in the United States of America and having a
combined capital and surplus of at least $50 million.

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SELLING STOCKHOLDERS

The selling stockholders named below may sell shares of Citadel
Communications common stock from time to time. If and when shares of common
stock are to be offered and sold by one or more selling stockholders, the
relevant prospectus supplement will identify the selling stockholders selling in
that offering as well as the number of shares then owned, and to be offered, by
such selling stockholders.

The following table sets forth the name of each selling stockholder and
each such stockholder's relationship to Citadel Communications.

SELLING STOCKHOLDER RELATIONSHIP TO CITADEL COMMUNICATIONS
------------------- --------------------------------------

Lawrence R. Wilson Mr. Wilson has been Chairman, Chief
Executive Officer and President of Citadel
Communications since it was incorporated in
1993.

Donna L. Heffner Ms. Heffner has served as an officer of
Citadel Communications since it was
incorporated in 1993. She currently serves
as Vice President, Chief Financial Officer
and Secretary.

D. Robert Proffitt Mr. Proffitt has served as an officer of
Citadel Communications since it was
incorporated in 1993. He currently serves as
Vice President of Citadel Communications and
President and Chief Operating Officer of
Citadel Broadcasting.

Stuart R. Stanek Mr. Stanek has served as an officer of
Citadel Communications since it was
incorporated in 1993. He currently serves as
Vice President responsible for east region
operations.

Peter J. Benedetti Mr. Benedetti became an officer of Citadel
Communications in October 1998 and currently
serves as Vice President responsible for
west region operations.

Edward T. Hardy Mr. Hardy served as an officer of Citadel
Communications from January 1997 to November
1999. He currently serves as a consultant to
Citadel Communications.

Ted L. Snider, Sr. Mr. Snider became a director of Citadel
Communications in November 1997 following
Citadel Communications' October 1997
acquisition of Snider Corporation, a
corporation owned by Mr. Snider and his
spouse, Jane J. Snider.

Jane J. Snider Ms. Snider is the spouse of Ted L. Snider,
Sr.

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SELLING STOCKHOLDER RELATIONSHIP TO CITADEL COMMUNICATIONS
------------------- --------------------------------------

The Ted and Jane Snider Family Foundation Ted L. Snider, Sr., a director of Citadel
Communications since November 1997, is a
co-trustee of The Ted and Jane Snider Family
Foundation.

Rio Bravo Enterprise Associates, L.P. Lawrence R. Wilson, Chairman, Chief
Executive Officer and President of Citadel
Communications, owns all of the capital
stock of Rio Bravo, Inc., the general
partner of Rio Bravo Enterprise Associates,
L.P.

DVS Management, Inc. John E. von Schlegell, a director of Citadel
Communications since January 1997, is the
President and a shareholder of DVS
Management, Inc.

The Endeavour Capital Fund Limited John E. von Schlegell, a director of Citadel
Partnership Communications since January 1997, is the
Managing Director of The Endeavour Capital
Fund Limited Partnership and the President
and a shareholder of DVS Management, Inc.,
the general partner of The Endeavour Capital
Fund Limited Partnership.

ABRY Broadcast Partners II, L.P. All of the shares beneficially owned by ABRY
(and its general partner, Broadcast Partners II, L.P. are held under
ABRY Capital, L.P.) an Amended and Restated Voting Trust
Agreement dated October 15, 1997. During the
term of the Amended and Restated Voting
Trust Agreement, the voting trustee has the
right to vote the shares of stock subject to
that agreement and to take part in any
stockholders' meetings, including the right
to vote the shares for the election of
directors of Citadel Communications. The
voting trustee is Harlan A. Levy.
Dispositive power with respect to these
shares is held by Royce Yudkoff, the
President of ABRY Holdings, Inc., the
general partner of ABRY Capital, L.P., the
general partner of ABRY Broadcast Partners
II, L.P. Royce Yudkoff was a director of
Citadel Communications for a portion of 1996
and 1997.

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PLAN OF DISTRIBUTION

Citadel Communications and the selling stockholders may sell the securities
described in this prospectus to one or more underwriters for public offering, or
may sell the securities to investors directly or through agents. The name of any
such underwriter or agent involved in the offer and sale of the securities, the
amounts underwritten and the nature of its obligation to take the securities
will be named in the applicable prospectus supplement. Credit Suisse First
Boston Corporation may act as an underwriter or agent. Citadel Communications
and the selling stockholders have reserved the right to sell the securities
directly to investors on their own behalf in those jurisdictions where they are
authorized to do so. The sale of the securities may be effected in transactions
(a) on any national or international securities exchange or quotation service on
which the securities may be listed or quoted at the time of sale, (b) in the
over-the-counter market, (c) in transactions otherwise than on such exchanges or
in the over-the-counter market or (d) through the writing of options.

Underwriters may offer and sell the securities at a fixed price or prices
that may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. They may offer
the securities on an exchange, which will be disclosed in the applicable
prospectus supplement. Citadel Communications and the selling stockholders also
may, from time to time, authorize dealers, acting as their agents, to offer and
sell the securities upon such terms and conditions as set forth in the
applicable prospectus supplement. In connection with the sale of the securities,
underwriters may receive compensation from Citadel Communications and the
selling stockholders in the form of underwriting discounts or commissions and
may also receive commissions from purchasers of the securities for whom they may
act as agent. Underwriters may sell the securities to or through dealers, and
such dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions (which may be changed from
time to time) from the purchasers for whom they may act as agents.

Any underwriting compensation paid by Citadel Communications and the
selling stockholders to underwriters or agents in connection with the offering
of the securities, and any discounts, concessions or commissions allowed by
underwriters to participating dealers, will be set forth in the applicable
prospectus supplement. The selling stockholders, dealers and agents
participating in the distribution of the securities may be deemed to be
underwriters, and any discounts and commissions received by them and any profit
realized by them on resale of the securities may be deemed to be underwriting
discounts and commissions under the Securities Act. Underwriters, dealers and
agents may be entitled, under agreements entered into with Citadel
Communications and the selling stockholders, to indemnification against and
contribution towards certain civil liabilities, including any liabilities under
the Securities Act.

Until the distribution of the securities is completed, rules of the SEC may
limit the ability of the underwriters to bid for and purchase the securities. As
an exception to these rules, the underwriters are permitted to engage in certain
transactions that stabilize the price of the securities. Such transactions
consist of bids or purchases for the purpose of pegging, fixing or maintaining
the price of the securities. If the underwriters create a short position in the
securities in connection with the offering, that is, if they sell more
securities than are set forth on the cover page of the applicable prospectus
supplement, the underwriters may reduce that short position by purchasing
securities in the open market. The underwriters may also impose a penalty bid on
certain underwriters. This means that if the underwriters purchase

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the securities in the open market to reduce the underwriters' short position or
to stabilize the price of the securities, they may reclaim the amount of the
selling concession from the underwriters who sold those securities as part of
the offering. In general, purchases of a security for the purpose of
stabilization or to reduce a short position could cause the price of the
security to be higher than it might be in the absence of such purchases. The
imposition of a penalty bid might also have an effect on the price of a security
to the extent that it were to discourage resales of the security.

Any securities, other than common stock of Citadel Communications, issued
hereunder may be new issues of securities with no established trading market.
Any underwriters or agents to or through whom such securities are sold for
public offering and sale may make a market in such securities, but such
underwriters or agents will not be obligated to do so and may discontinue any
market making at any time without notice. No assurance can be given as to the
liquidity of the trading market for any such securities. The amount of expenses
expected to be incurred by us in connection with any issuance of securities will
be set forth in the prospectus supplement. Certain of the underwriters, dealers
or agents and their associates may engage in transactions with, and perform
services for, Citadel Communications, the selling stockholders and certain of
their affiliates in the ordinary course.

VALIDITY OF THE SECURITIES

The validity of any securities issued hereunder will be passed upon for
Citadel Communications by Eckert Seamans Cherin & Mellott, LLC, Pittsburgh,
Pennsylvania, counsel to Citadel Communications. As to matters of Nevada law,
Eckert Seamans Cherin & Mellott, LLC will rely upon the opinion of Lionel,
Sawyer & Collins, Las Vegas, Nevada. Unless otherwise indicated in the
applicable prospectus supplement, certain legal matters will be passed upon for
any agents or underwriters by Shearman & Sterling, New York, New York.

INDEPENDENT AUDITORS

The consolidated financial statements of Citadel Communications Corporation
and subsidiary as of December 31, 1997 and 1998, and for each of the years in
the three-year period ended December 31, 1998, have been incorporated by
reference into this prospectus and registration statement in reliance upon the
report of KPMG LLP, independent certified public accountants, with respect
thereto and incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.

The consolidated financial statements of Tele-Media Broadcasting Company
and its partnership interests as of December 31, 1996 and 1995 and for each of
the three years in the three-year period ended December 31, 1996 included in
Citadel Communications Corporation's Current Report on Form 8-K filed on
December 10, 1999 and Citadel Broadcasting Company's Current Report on Form 8-K
filed on December 10, 1999, which are incorporated by reference in this
prospectus and registration statement, have been audited by Deloitte & Touche
LLP, independent auditors, as stated in their report incorporated herein, and
have been incorporated by reference herein in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.

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The consolidated financial statements of Fuller-Jeffrey Broadcasting
Companies, Inc. and subsidiaries as of December 31, 1998 and for the year then
ended have been incorporated by reference into this prospectus and registration
statement in reliance upon the report of KPMG LLP, independent certified public
accountants, with respect thereto and incorporated by reference herein, and upon
the authority of said firm as experts in accounting and auditing.

The consolidated financial statements of Citywide Communications, Inc. as
of December 31, 1998 and for the year then ended have been incorporated by
reference into this prospectus and registration statement in reliance upon the
report of Faulk & Winkler, LLC, independent certified public accountants, with
respect thereto and incorporated by reference herein, and upon the authority of
said firm as experts in accounting and auditing.

The financial statements of Wicks Radio Group, a division of Wicks
Broadcast Group Limited Partnership, as of December 31, 1998 and for the year
then ended have been incorporated by reference into this prospectus and
registration statement in reliance upon the report of KPMG LLP, independent
certified public accountants, with respect thereto and incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.

The combined financial statements of Broadcasting Partners Holdings Radio
Group as of December 31, 1997 and 1998 and for the period January 9, 1997 (date
of inception) through December 31, 1997 and for the year ended December 31, 1998
have been incorporated by reference into this prospectus and registration
statement in reliance upon the report of KPMG LLP, independent certified public
accountants, with respect thereto and incorporated by reference herein, and upon
the authority of said firm as experts in accounting and auditing.

The combined financial statements of Liggett Broadcast, Inc., as of
December 31, 1998 and for the year then ended have been incorporated by
reference into this prospectus and registration statement in reliance upon the
report of Andrews Hooper & Pavlik P.L.C., independent certified public
accountants, with respect thereto and incorporated by reference herein, and upon
the authority of said firm as experts in accounting and auditing.

The consolidated financial statements of Caribou Communications Co., as of
December 31, 1998 and 1997 and for the years then ended have been incorporated
by reference into this prospectus and registration statement in reliance upon
the report of Cole & Reed, P.C., independent certified public accountants, with
respect thereto and incorporated by reference herein, and upon the authority of
said firm as experts in accounting and auditing.