SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K/A

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

   Date  of Report September 1, 2000               Commission File No. 333-76649
(Date  of  earliest  event  reported)

                        SALEM COMMUNICATIONS CORPORATION
             (Exact name of registrant as specified in its charter)

            DELAWARE                                 77-0121400
 (State  or  other  jurisdiction of         (I.R.S. Employer Identification No.)
  incorporation  or  organization)

                         4880 SANTA ROSA ROAD, SUITE 300
                          CAMARILLO, CALIFORNIA  93012
                    (Address of principal executive offices)

                                 (805) 987-0400
               Registrant's telephone number, including area code











































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ITEM  2.  ACQUISITION  OR  DISPOSITION  OF  ASSETS.

     On  September  1,  2000,   Salem  Communications   Corporation,  ("Salem"),
completed its asset exchange with  Cox Radio, Inc. to exchange certain assets of
radio  station  KKHT-FM  (Houston, Texas)  for  certain assets of radio stations
WALR-FM  (Atlanta, Georgia),  KLUP-AM (San Antonio, Texas)  and  WSUN-AM (Tampa,
Florida).  The acquired assets consist principally  of FCC licenses and tangible
assets used in the radio broadcasting business. Salem did not acquire the format
or intellectual property of WALR-FM  or WSUN-AM.  The parties have estimated the
value of assets exchanged by each party to be approximately $80 million.


ITEM  7.  FINANCIAL  STATEMENTS,  PRO  FORMA FINANCIAL INFORMATION AND EXHIBITS.

     (a)  Financial  Statements  of  Businesses  Acquired.

     Since  the substantial portion of the assets acquired relate to WALR-FM and
Salem  did  not  acquire  the  related  format  or  intellectual  property,  and
accordingly,  the  source and  nature of revenue  and operating expenses will be
significantly  different than  they were  prior to the  acquisition,  historical
financial statements would not be meaningful to readers of this report.

     (b)  Pro  Forma  Financial  Information.

                     UNAUDITED PRO FORMA COMBINED CONDENSED
                        CONSOLIDATED FINANCIAL STATEMENTS

     The following unaudited pro forma combined condensed consolidated financial
statements  give  effect to disposition of KKHT-FM as part of the asset exchange
with  Cox  Radio,  Inc.  The  assets  acquired  by  Salem consist principally of
property,  plant and equipment, FCC licenses and other intangible assets used in
the radio broadcasting business and, in some cases, will continue to be utilized
by  Salem's  subsidiaries  for  such  purposes.  However,  since the substantial
portion  of the assets  acquired relate to WALR-FM and Salem did not acquire the
related  format or intellectual  property,  a  pro forma statement of operations
reflecting the acquisition would not be meaningful to readers of this report.

     For  accounting purposes,  Salem will  account  for the asset exchange as a
non-monetary exchange of  similar productive assets,  and accordingly,  the  net
assets  of  the  acquired radio  stations  are  assumed  to be  recorded  in the
accompanying  unaudited pro forma  combined condensed consolidated balance sheet
at  the historical cost basis of KKHT-FM.  As a result,  there  are no pro forma
adjustments reflected in the unaudited pro forma combined condensed consolidated
balance sheet.

     The  unaudited  pro  forma combined condensed consolidated balance sheet at
June  30,  2000  gives effect to the disposition of KKHT-FM as if it occurred on
June  30,  2000.  The  unaudited  pro  forma  combined  condensed   consolidated
statements  of  operations for the year ended December 31, 1999 and for the nine
months  ended September 30, 2000 give effect to the disposition of KKHT-FM as if
it  had  occurred  on  January  1,  1999.

     The  unaudited  pro forma combined condensed consolidated balance sheet was
prepared  based  upon  the  historical  balance  sheets  of Salem, including the
balance sheet of KKHT-FM.

     The  unaudited  pro  forma  combined  condensed  consolidated statements of
operations  for  the  year ended December 31, 1999 and for the nine months ended
September  30,  2000  was  prepared  based  upon  the  historical  statement  of
operations of Salem, including financial information of  KKHT-FM.

     The  unaudited   pro   forma   combined  condensed  consolidated  financial
statements  should  be  read  in  conjunction  with  the  historical   financial
statements  of  Salem  and  the  acquired  radio  stations.

     The  unaudited  pro  forma  combined   condensed   consolidated   financial
statements are not necessarily indicative of the actual results of operations or
financial  position  that would have occurred had the asset exchange occurred on
the  dates  indicated  nor  are  they necessarily indicative of future operating
results  or  financial  position.















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                                                                         Pro Forma
                                                                      Adjustment For
                                                                      The Disposition  Pro Forma
(in thousands)                                           Salem        of KKHT-FM (A)     Salem
                                                   ----------------   ---------------  ---------
                                                                              
AS OF SEPTEMBER 30, 2000
ASSETS
Current assets:
  Cash and cash equivalents . . . . . . . . . . .  $          8,098   $            -   $  8,098
  Accounts receivable, net. . . . . . . . . . . .            20,719                -     20,719
  Other current assets. . . . . . . . . . . . . .            11,083                -     11,083
                                                   ----------------   --------------   --------
Total current assets. . . . . . . . . . . . . . .            39,900                -     39,900

Property, plant, equipment and software, net. . .            67,138                -     67,138
Intangible assets, net. . . . . . . . . . . . . .           357,040                -    357,040

Other assets. . . . . . . . . . . . . . . . . . .            10,098                -     10,098
                                                   ----------------   --------------   --------
Total assets. . . . . . . . . . . . . . . . . . .  $        474,176   $            -   $474,176
                                                   ================   ==============   ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable and other current liabilities.  $          9,982   $            -   $  9,982
  Current portion of long-term debt . . . . . . .               123                -        123
                                                   ----------------   --------------   --------
Total current liabilities . . . . . . . . . . . .            10,105                -     10,105

Long-term debt, less current portion. . . . . . .           288,750                -    288,750
Other long-term liabilities . . . . . . . . . . .            18,752                -     18,752

Stockholders' equity. . . . . . . . . . . . . . .           156,569                -    156,569
                                                   ----------------   --------------   --------
Total liabilities and stockholders' equity. . . .  $        474,176   $            -   $474,176
                                                   ================   ==============   ========


                                                                         Pro Forma
                                                                      Adjustment For
                                                                      The Disposition           Pro Forma
(in thousands)                                            Salem       of KKHT-FM (B)              Salem
                                                   ----------------   ---------------           ---------
NINE MONTHS ENDED SEPTEMBER 30, 2000
Net revenues. . . . . . . . . . . . . . . . . . .  $         81,035   $       (1,916) (1)  $       79,119

Operating expenses. . . . . . . . . . . . . . . .            53,395             (765) (2)          52,630
Depreciation and amortization expense . . . . . .            16,993                -  (3)          16,993
Corporate expenses. . . . . . . . . . . . . . . .             7,790                -                7,790
                                                   ----------------   --------------       --------------
Operating income. . . . . . . . . . . . . . . . .             2,857           (1,151)               1,706
Other income (expense)
  Interest expense, net . . . . . . . . . . . . .            (9,590)               -               (9,590)
  Gain on disposal of assets. . . . . . . . . . .            29,985                -               29,985
  Other expense, net. . . . . . . . . . . . . . .              (775)               -                 (775)
                                                   ----------------   --------------       --------------
Income (loss) before income taxes . . . . . . . .            22,477           (1,151)              21,326

Provision (benefit) for income taxes. . . . . . .             8,747             (449) (4)           8,298
                                                   ----------------   --------------       --------------
Net income (loss) . . . . . . . . . . . . . . . .  $         13,730   $         (702)      $       13,028
                                                   ================   ==============       ==============
Basic and diluted income per share. . . . . . . .  $           0.59                        $         0.56
                                                   ================                        ==============
Basic and diluted average shares outstanding. . .        23,456,088                            23,456,088
                                                   ================                        ==============















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                                                                        Pro Forma
                                                                      Adjustment For
                                                                      The Disposition            Pro Forma
(in thousands)                                           Salem        of KKHT-FM (B)               Salem
                                                   ----------------   --------------             ---------
YEAR ENDED DECEMBER 31, 1999
Net revenues. . . . . . . . . . . . . . . . . . .  $         93,546   $       (2,668) (1)  $        90,878

Operating expenses. . . . . . . . . . . . . . . .            56,276           (1,020) (2)           55,256
Depreciation and amortization expense . . . . . .            18,233                -  (3)           18,233
Corporate expenses. . . . . . . . . . . . . . . .             8,507                -                 8,507
Stock and related cash grant. . . . . . . . . . .             2,550                -                 2,550
                                                   ----------------   --------------       ---------------
Operating income. . . . . . . . . . . . . . . . .             7,980           (1,648)                6,332
Other income (expense)
  Interest expense, net . . . . . . . . . . . . .           (13,214)               -               (13,214)
  Loss on disposal of assets. . . . . . . . . . .              (219)               -                  (219)
  Other expense, net. . . . . . . . . . . . . . .              (633)               -                  (633)
                                                   ----------------   --------------       ---------------
Loss before income taxes. . . . . . . . . . . . .            (6,086)          (1,648)               (7,734)

Benefit for income taxes. . . . . . . . . . . . .            (1,611)            (643) (4)           (2,254)
                                                   ----------------   --------------       ---------------
Loss from continuing operations . . . . . . . . .  $         (4,475)  $       (1,005)      $        (5,480)
                                                   ================   ==============       ===============

Basic and diluted loss per share. . . . . . . . .  $          (0.22)                       $         (0.27)
                                                   ================                        ===============
Basic and diluted average shares outstanding. . .        20,066,006                             20,066,006
                                                   ================                        ===============




NOTES  TO  UNAUDITED  PRO  FORMA  COMBINED  CONDENSED  FINANCIAL  STATEMENTS



(A)  There  are no  pro forma  adjustments  for the  disposition of KKHT-FM at September 30, 2000 as the
     disposition is a part of a non-monetary exchange of similar productive assets that will not  result
     in the recognition of a gain or loss or in any change of  the  recorded amounts of property, plant,
     equipment and software and intangible assets being exchanged.

(B)  The pro  forma adjustments  for the disposition of KKHT-FM for the year ended December 31, 1999 and
     for the nine months ended September 30, 2000 are as follows:
                                                                                     INCREASE (DECREASE)
                                                                                           TO INCOME
                                                                                     12/31/99    9/30/00
                                                                                     --------   --------
                                                                                          
(1)  Decrease in net revenues resulting from the exchange of KKHT-FM . . . . . . . . $ (2,668)  $ (1,916)
(2)  Decrease in operating expenses resulting from the exchange of KKHT-FM . . . . .    1,020        765
(3)  The  pro forma adjustments for the disposition of KKHT-FM do not include
     any  adjustment  for  depreciation  and  amortization  expense  as   the
     disposition  is  part of  a non-monetary  exchange of similar productive
     assets and  will not change the recorded  amounts  of  property,  plant,
     equipment and software and intangible assets. . . . . . . . . . . . . . . . . .       --         --
(4)  Increase  in benefit for income  taxes  resulting  from  a  decrease  in
     operating income related to the exchange of KKHT-FM . . . . . . . . . . . . . .      643        449





     (c)  Exhibits.

EXHIBITS

10.08.06     Asset  Exchange  Agreement  dated  as  of May 31, 2000 by and among
Salem;  South  Texas Broadcasting, Inc.; Cox Radio, Inc.; and CXR Holdings, Inc.
(WALR-FM,  Athens,  GA;  WSUN-AM,  Plant  City,  FL, KLUP-AM, Terrell Hills, TX,
KKHT-FM,  Conroe,  TX).  (1)


(1)     Incorporated  by  reference to the exhibit of the same number of Salem's
Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission
on  August  14,  2000.







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                                    SIGNATURES

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

                            SALEM  COMMUNICATIONS  CORPORATION


Date:  November  15,  2000

                         By:  /s/  EDWARD  G.  ATSINGER  III
                         --------------------------------------
                         Edward  G.  Atsinger  III
                         President  and  Chief  Executive  Officer


Date:  November  15,  2000

                         By:  /s/  David  A.R.  Evans
                         --------------------------------------
                         David  A.R.Evans
                         Senior  Vice  President  and
                         Chief  Financial  Officer
                         (Principal  Financial  Officer)