PatriciaStratford - Senior Vice President of Finance RobertFreedline - Executive Vice President and Chief Financial Officer FaridSuleman - Chairman and Chief Executive Officer JudyEllis - Chief Operating Officer

VictorMiller - Bear Stearns MarciRyvicker - Wachovia EileenFurukawa - Citigroup JonathanJacoby - Banc of America JohnBlackledge – J.P. Morgan EdwardAtorino - Benchmark

WelcomeCitadel Broadcasting's 2007 Third Quarter Earnings Release Teleconference.Today's call is being recorded. At this time, I’d like to turn the conferencecall over to Patricia Stratford.

Goodmorning and thank you for joining us for our third quarter earnings call.Joining me for today's discussion are Farid Suleman, Chairman and CEO; JudyEllis, COO and Robert Freedline, CFO. Bob will begin the call with a review ofthe financial results. Letme note that statements on this conference call relating to matters which arenot historical facts are forward-looking statements. Forward-looking statementsinvolve risks and uncertainties, which could cause actual results to differ. Risksand uncertainties are disclosed in Citadel Broadcasting's Securities filingsand at the end of our press release. This earnings release and otherinformation related to the presentation can be found on Citadel's corporate website on the Internet under the address of citadelbroadcasting.com. Iwill now turn the call over to Bob.

Thankyou, Patty. Now I will review our 2007 third quarter results. Net revenues forthe third quarter 2007 were $240.2 million, as compared to $112.5 million forthe third quarter of 2006. The increase in revenues was a result of theacquisition of ABC Radio. Ona pro forma basis, which includes the results of ABC Radio for the quarterended September 30, 2006,net revenues were $249.2 million compared to $240.2 million for the quarterended September 30, 2007. Revenuesdecreased by $9 million, or 3.6% as a result of a $10.2 million decline inrevenue of our Radio Markets, offset in part by increasing revenue at the RadioNetwork of $1.5 million. The decline in net revenues at the Radio Markets wasprimarily attributable to lower revenues in our Atlanta, Birmingham, Washington D.C., San Francisco, Detroit, Dallas, Providence and Tucson radio stations. Operatingloss for the third quarter 2007 was $427.4 million as compared to operatingincome of $40.3 million in the corresponding 2006 period, a decrease of $467.7million. The decrease in operating income for the 33 months ended September 30, 2007 is a result of a$495.8 million asset impairment and disposal charge. The asset impairment and disposal charge is relatedto an overall deterioration in the radio marketplace and to a decline in the company's stock price during the three months ended September 30, 2007, ascompared to the company's stock price that was used in our generally accepted accounting principles torecord the ABC Radio merger, coupled with the decline in the estimated fair value of certain markets that are more likely than not to be disposed. Operatingincome was also impacted by an increase in depreciation and amortization of$8.3 million, and an increase of $2 million in corporate and administrativecosts, offset by the operations of ABC Radio stations and the network, whichwas acquired this year. Theincrease in depreciation and amortization and corporate, general andadministrative expenses are attributable to the ABC Radio acquisition. Segmentoperating income, a non-GAAP financial measure that we define as net incomeplus income tax expense, interest-related expenses, depreciation, amortization,local marketing agreements fees, stock-based compensation expense, corporateand general administrative expenses, asset impairment disposal charges, othernet and non-cash expenses was $92.3 million for the third quarter of 2007compared to $52.1 million for the third quarter 2006 for an increase of $40.2million. Thisincrease reflects the operations of ABC Radio, which was acquired on June 12, 2007. On a pro forma basis, which includes the resultsof ABC Radio for the quarter ended September 30, 2006, segment-operating income was $103.9 millioncompared to segment operating income for this quarter ended September 30, 2007 of $92.3 million. Thisdecrease of $11.6 million, or 11.2% is the result of a $12.4 million decline insegment operating income of our Radio Markets, which was offset in part by anincrease in segment operating income of the Radio Network of $0.8 million. Thedecline in segment operating income at our Radio Markets was attributable to Washington D.C., Atlanta, Birmingham, Oklahoma City, Buffalo, Tucson, Providence, Detroit and San Francisco radio stations. Segment operating income was alsoreduced by $0.9 million of transaction-related retention compensation paid tocertain employees. Netinterest expense increased to $39 million for the quarter ended September 30, 2007 from $8.2 million inthe comparable prior-year period for an increase of $30.8 million. The increasein net interest expense was primarily the result of interest incurred onincreased borrowings on the company's new credit facility as a result of themerger with ABC Radio. Incometax benefit for the quarter ended September 30, 2007 was $20 million, comparedto income tax expense of $13.4 million for the quarter ended September 30, 2006− both substantially all non-cash. Theincome tax benefit for the quarter ended September 30, 2007 is related to the $495.8 million asset impairmentdisposal charge, which resulted in an income tax benefit of approximately $32.6million, which was partially offset by tax expense on pre-tax income, excludingthe impairment loss. Netloss for the quarter ended September 30, 2007 was $447.8 million, or $1.71 per basic share, ascompared to net income of $18.4 million, or $0.16 per basic share for the sameperiod in 2006. Included in net loss for the quarter ended September 30, 2007 was approximately $463.2million of asset impairment and disposal charges, net of tax, or $1.77 perbasic share, and $4.6 million of stock-based compensation expense net of tax,or $0.02 per basic share. Also included in net income for the quarter ended September 30, 2006 was $3.1 million ofstock-based compensation expense net of tax, or $0.03 per basic share. Freecash flow, a non-GAAP financial measure that we defined as net income plusdepreciation and amortization, stock-based compensation expense, assetimpairment and disposal charges, other net, non-cash expenses, non-cashdebt-related expenses and income tax expense reduced by capital expendituresand cash taxes was $41.6 million for the three months ended September 30, 2007compared to $35.8 million for the three months ended September 30, 2006, or anincrease of $5.8 million. Theincrease in free cash flow as a result of the acquired ABC Radio business,which was offset in part by an increase in interest costs and corporate generaladministrative expenses. The basic weighted average common shares outstandingfor the three months ended September 30, 2007 was 261.5 million compared to 111.4 million inthe three months ended September 30, 2006. Asof September 30, 2007,our gross debt was $2.465 billion, cash was $112.8 million and cash flow fromoperating activities for the nine months ended September 30, 2007 was approximately $100 million. Iwill now turn the call over to Farid.

Thankyou, Bob. Obviously overall a disappointing quarter. It was one based on a lotof transitions and really integrating and completing the acquisition of ABC.The overall pro forma revenues were down 3.6%, and that was really acombination of the acquired ABC Radio stations continuing to be down around 7%,and the biggest decline in that group was really a disappointing performancefrom Atlanta and Detroit. Both were down double digits, followed by San Francisco and Washington. Thegood news is Los Angeles wasup 2%. Of the old Citadel core stations, the overall revenues were down 4%.Half of that decline is a result of the stations that have been put into trustto be divested as a result of the ABC acquisitions and the former change in Birmingham. Theremaining 2% decline was predominately due to declines in Providence, Tucson, New Orleans, Allentown and Buffalo. Providence, some of decline was the absence of political;and really one of the disappointments with this quarter was that the politicalthat we thought we would get this quarter has really not quite materializedyet. Thegood news in the quarter was that the ABC Radio Networks has started turningaround and it was up 3% on a pro forma basis. Reported was up even more becauseof the ESPN deal. So, overall, disappointing radio station results, really goodNetwork results, and looking at the changes for next year, the under performingacquired markets that have a lot of upside still and which will have to befixed slowly but surely are New York, L.A., Chicago, Atlanta, Dallas andDetroit. Andour estimate of what that represents in terms of underperformance is about $30million to $40 million. Among the Citadel markets, the under performing marketsare Birmingham, New Orleans, Memphis, Nashville, Colorado Springs, Allentown,Providence and New London, and there, the underperformance cumulative is about$20 million. Sothese are estimates of what we have to do to fix both programming, sales,ratings, and to get the numbers to performing to where they would be at parity.This is not based on what revenue growth will be for next year. At the Network,there is still a lot of underperformance. As you may have seen, Westwoodreported their results recently and Westwood still does about I think $90million of EBITDA. Andif about half of that comes from traffic, half comes from Network. So even if$40 million came from the Network, that is still more than what we are doing atABC. So there's still substantial upside at all of our segments of the businessand over the next three months you will see some of the changes that we are makingthat will start getting the results. Obviously,in light of our disappointing quarter, we are sort of withdrawing our guidancefor next year. EBITDA, which we had said was $400 million, that was based onwhatever we did this year, plus about $30 million to $40 million increase inthe combination of both market revenue growth, plus fixing some of theunderperformance that we have talked about. Interms of fixing the underperformance, we're on target; we will do it next yearand we will see some of those increases. And then, there is also the politicalsthat will kick in next year, so that should be some benefit over and abovethat. Butit's just very hard for us to project where the market is going to be in lightof the current economic conditions. So when we have more and better informationand we feel more confident about projecting the future, we will issue guidancefor next year. AndI think what that, we're going to turn it over for questions.

Operator,can we open the call up to questions, please?

(OperatorInstructions) Your first question comes from Victor Miller with Bear Stearns. Victor Miller - Bear Stearns: Letme ask a couple of questions. First of all, just on the revenue side, if youcompare what has happened in the third quarter versus the first half of theyear on a pro forma basis, there were stations that have gone from about minus1.7% for the first half in revenue to minus 5%, Network has gone from minus 2%to plus 3%. Socan you talk about generally what has changed the dynamics that we have a 300basis-point deceleration at the station level and a 500 basis pointacceleration on the Network level?

Thanks,Victor. Really, I'm not sure that the first half to the third quartercomparison is 100% valid because the first half, 1.7%, was predominately theCitadel stations, whereas the third quarter is the first quarter including theABC stations. Victor Miller - Bear Stearns: I'msorry; this is on your pro forma numbers.

Iknow, but the ABC stations were down almost 7% for the quarter. So in terms ofanswering what has happened, some of the acquired markets have contributed toan acceleration of the decline, because if you exclude Birmingham and thestations that are now in trust, all stations were down just over 2%, which isabout the same as the 1.7% that we saw in the first half. So it has been sortof more of the same. And the acquired ABC stations were down just under 7%, andthat sort of increases the pro forma consolidated decline. Victor Miller - Bear Stearns: Sois that the market, or do you think those stations under performed theirmarkets in the quarter?

Ibelieve that it is the stations and the markets were both down around the same.There may be a very slight underperformance on the market side from both of ourgroups. So it's more that both the stations and the markets were down. Victor Miller - Bear Stearns: Andthen on the Network side, you have the 500 basis point acceleration versus thefirst half. What's the difference?

TheNetwork is really just beginning to roll. When you have to make changes at theradio stations, you're looking at each day part in each market, and sometimesmultiple stations in one market. At the Network, some of the changes that youmake kind of benefit. Ithink the overall environment for the Network seems to be better than theenvironment for the radio stations, I think. In part, you're seeing a trend. Wedidn't get into how much of our decline was national versus local, but probablyby a factor of 4 to 1, national went down more for both, for all of ourstations, it was down a lot more. AndI think there may be some correlation. You can't really connect, but there is acorrelation between national being down and Network being strong. Victor Miller - Bear Stearns: Thesecond question is just on the expense side. Expenses first half, again, proforma up 1.7%, third quarter a little bit higher actually. And in your proxy,the financial advisers had mentioned that there could be expense savings or synergiesfor the company between $10 million and $30 million. Couldyou talk about how that is going to start showing up, if at all, or is thatstill something we should expect, or are those numbers just pie in the sky?Thanks.

Thecosts in the third quarter includes about $900,000 of retention compensationthat was required to be recognized, and that is why the third quarter'sexpenses are a little bit higher. Victor Miller - Bear Stearns: But,in terms of the magnitude of the $10 million to $30 million of potentialsynergies of the deal that were identified in the proxy, those don't seem to beshowing up in the numbers. Will they show up in the numbers?

Ithink, Victor, the expense synergies that we had projected were all sort of ona consolidated corporate expenses that the old ABC group had versus what wewere going to incur going forward. And those had already been pro forma-ed inboth those numbers. Sowhen we're giving you our expense increase on a pro forma basis, we have proforma-ed the elimination of the duplicate and corporate expenses in bothperiods. So I think it's more looking at like what's in our last year's proforma numbers. Victor Miller - Bear Stearns: Okay.So the vast majority of that pro forma expense savings was really on thecorporate line?

Right,as well as the items that were there at the station group, we had pro forma-edinto our registration statement as being items that was a reduction in newscost and so forth. Those have been reflected in both periods. Victor Miller - Bear Stearns: Iappreciate that, thank you.

Thenext question comes from Marci Ryvicker, Wachovia. Marci Ryvicker - Wachovia: First,on the fourth quarter, how is it doing comparing to the third quarter, and howmuch political are you comping against on both the ABC stations and the Citadelstations? And then secondly, with regard to your remarks on the EBITDA, do youthink that $400 million is a realistic number to hit in 2008?

Toanswer your last question first, no, it's not, because really we are startingfrom a lower base now at the end of the year. So, to the extent that we did notexpect our revenues to be down in the third quarter, and normally we expect itto be down the fourth quarter and we expect our fourth quarter will becomparable to the third quarter as things stand right now. Politicalsis a little late breaking in, and so I think, surely we've still estimated thatoverall political between the fourth quarter and predominately next year, theestimates were both grosses in that $15 to $20 million range.

Right.We saw less political than we expected for third quarter, a lot of it having todo with the fact that the democrats haven't begun yet, that the primaries havebeen moving around. The Michigan and Florida primaries are irrelevant, but we expect tospecifically see big increases starting in January. And after February 5th, the15 primaries are more that are happening that day. Marci Ryvicker - Wachovia: Whatdid you have in political last year in the fourth quarter? Do you know?

Thirdquarter was the big quarter, because we only had one month of fourth quarterand we had, I want to say about $1 million in fourth quarter, just under $1million, but third quarter had been the largest quarter.

Lastyear, third quarter political was about $2 million; this is just for the oldCitadel… Marci Ryvicker - Wachovia: Iguess I'm just trying to figure out how much of the performance in the fourthquarter this year is due to an absence of political that you're not going tohave this year that you had last year, for both ABC and Citadel.

Actually,the absence of political in third quarter was a big reason for our decline. Wewere down about $2 million in third quarter. Marci Ryvicker - Wachovia: Thankyou.

But,you know what, Marci, we'll have to get back to you about what the effect onthe fourth quarter was. Last year, October had some politicals, but then itreally stopped.

Right.And right now, the two big markets that we have that are getting a lot ofaction are New Hampshireand Reno and Des Moines. Des Moines, because we have a new top station that hasbecome relevant, and once again the primary there has become bigger even thanin past years. Butthe only political that we're seeing right now are Ron Paul, Romney, Giulianiand again no Democrats. Marci Ryvicker - Wachovia: Okay.Farid, I just want to clarify with regard to my EBITDA question. So Iunderstand that you're not going to hit the $400 million in 2008. Are you alsosaying you're not going to hit the $400 million potentially in 2009?

No,I'm not saying that at all. I think we should, some of the underperformance ismarket-related. Some of it is just, if you take some of our markets,specifically the old markets, you look at Birmingham, Providence, New Orleans, Allentown, that is something we can fix and we will fix evenin a zero revenue growth environment. Someof the ABC underperformance, we're going to fix and it's not dependent on themarketplace. So it's very hard to predict what the marketplace is, but if youassume that the marketplace is flat next year, we don't know what it will be. Wewon't be at $400 million, but clearly we would exceed $400 million in thatscenario by 2009, because we're going to fix some of this underperformance andwe're going to fix it fast. Marci Ryvicker - Wachovia: Great.Thank you so much.

Andnext question comes from Eileen Furukawa with Citigroup. Eileen Furukawa - Citigroup: Hi.Thanks for taking the question. I wanted to talk a little bit more about yourNetwork's results. You mentioned the 3%, which was good and certainly good inlight of Westwood One. Do you feel like your growth was fueled more in partfrom taking share, as opposed to the market as a whole? In other words did yousort of outperform or underperform the Network business? Andalso, how much of this increase was due to your increasing inventory ofshorter-length ads that you've talked about in the past versus organic growthbased on this similar level of inventory?

Thankyou, Eileen. I think we did outperform the marketplace in the third quarter forthe Network. But I don't think it was one of those where we went and targetedthe market shares. Interms of how much of the growth came from lowering or selling more 10-second or30-second commercials in the network, we really have not even begun that.That's still coming for next year. ButI’ll tell you, the Network business is a combination of syndications, where youhave Paul Harvey and Hannity and Baisden and all of those. Those are thesyndicated programming and then you have what's called the RADAR-Rated Network,which is sort of the bulk selling. ABChas really very good and very well performing syndicated shows and all of ourmoney is coming from that. The core network, we are still losing money in the RADAR-RatedNetworks business, whereas if you look at our competitors, they are makingmoney from that. So,we still have a lot of upside just from fixing and trying to get more revenuesfor our ratings in essence in the RADAR-Rated business. The upside from selling10's is just beginning. Wehave recently WABC announced that they were going to hire Imus. That’s anothersyndication property and that property is going to be predominately syndicatedthrough 10's. So, we are beginning to expand the 10's business, where the ABCRadio Networks is really not in right now at all. Eileen Furukawa - Citigroup: Justone other question, some of your competitors talked about this transition tothe People Meter in Houston used and elsewhere and how this transition iscausing actually revenue for the market to be down in Houston like 5%. Is this a concern for you going forwardas People Meter starts to reach into more markets? Are you concerned that thistransition is going to weigh on your top-line results?

It'shard to pin declines today in the marketplace to the People Meter. Overall, Ithink if your ratings under the People Meter are going to be higher, yourrevenues are going to be even more higher because agencies are going to havemore faith in these ratings compared to the previous ones. And,if you have higher ratings, you're going to get the benefit from that. So thefirst market that we are in that we got the results was just yesterday, whichwas in New York and both of our stations were up significantly. In fact, WPLJ had a huge increase in both the average quota hour and cume. And so we're like really happy about the benefits from it. Judy, want to add?

Westarted our training actually a couple of months ago, so a lot of it is justgoing to have to do with how well the sales organization understands the PeopleMeter. But in reality, the agencies and the advertisers have a tremendous amount of confidence in it. Some of the issues that Arbitron has are really addressing. New York radio, as Farid pointed out, as a whole, their cume increased 5%, and the New York population the radio reaches now is 94%. Soall of those are really positive things. It's really up to the salesorganizations to really understand how to sell it and how to make the valuefeel right at the client level. Eileen Furukawa - Citigroup: Okay.Thank you very much.

Yournext question comes from Jonathan Jacoby with Banc of America. Jonathan Jacoby - Banc of America: Goodmorning, thanks for taking the questions here. Farid, nice start at the ABCNetworks, and you gave us some color here in terms of improvements. I'mwondering how you think about the Imus product and how we should maybe thinkabout expenses for '08 for the Network. And then also, if you could tell uswhat percent of revenue and cash flow come from Paul Harvey. Secondquestion is, you have the trust stations for sale. I'm wondering if you'relooking to make any further portfolio changes? And how should we think aboutexpectations with low valuations now in the public market for radio stations,coupled with the credit market issues? Have private market multiples changedover the last six months? Thank.

Therewere a lot of questions there, so I'm sure I'm going to miss some. Bob, maybeyou can tell me. As far as Imus is concerned, I think, it's going to betremendous. Imus is a great product. You can just the see the feedback we'vegotten, even before we announced him coming on. I think it's going to be evenmore exciting than he was before. I've worked with him in the past; I thinkhe's a great talent. AndI think the upside to that at WABC, it's going to be huge in addition to thebenefits you're going to get at the syndications. Clearly, I think by puttinghim on, we expect to make more money at WABC than we did before. Sothe expenses are going to be up at WABC, but the revenue will be substantiallymore than the expenses. And then the syndication is going to be a big plus. Sothat's very exciting. Wewill also got the Dodgers at our station in Los Angeles, KABC, which is going to now help establish thatstation as a major destination point in L.A. And that is going to be profitable deal. I cannottalk to you about the deal in specific, but you'll just have to take it at ourword that it's going to be a profitable one for that. Andthen, as far as the Network is concerned, we’ve also had a couple of othersyndication properties there. We announced a deal with Big Boy to expand theurban networks there. And combining that with base and that's going to be huge. Wealso signed up Kidd Kraddick, which is a great show. So that is going to beanother one. So we're really making a lot of investment in the Network. But youcan see all of this is at the syndication side. We still have to get a lot ofthe upside from the RADAR-Rated Networks. Thequestion with respect to the multiples, what is happening with that right nowis, clearly, the multiples have declined and the fact that the publicmarketplace reflects what the revenue growth or the expectation of revenuegrowth makes it hard to up until the last two months, the public marketplacereally did not affect the private marketplace. Youcould still get multiples in the private marketplace. What we are finding nowis the financing business has changed significantly. So, there don't seem to beany deals happening at lower multiples, but at the same time people are findingit hard to finance some of these deals. SoI think going forward, other than one or two maybe big deals, you're going tofind most of the deals being done will be people in the radio business doingstrategic deals where one plus one is three when you acquire a competitor orimprove your marketplace in the business. So I think you're going to see dealshappen, but that it will be more strategic rather than to financial players. Butmultiples are down. I think they are down more than they should be becausenobody is out there selling stations at 10 times cash flow today. And, clearly,as far as we're concerned, we will continue to look for opportunities to sellsome of the stations that we previously said we want to sell, and we'llcontinue to do that. Weare in no rush to do it, so we don't have to take low prices to do it. We'rejust doing it because it's sort of the right thing to do while we focus on someof the bigger better markets and bigger opportunities. So I think you willcontinue to see deals, but it will probably be smaller deals rather than largerdeals. PaulHarvey is a great part of our business. It's not significant any more to thecompany in terms of overall profitability. We're doing a lot of total add-onsto the Network. I can’t give you specifically what it is, except that it's notsignificant. However, I will tell you, I was in Chicago last Saturday and I was with Paul Harvey, and Ithink he's going to outlive me. Jonathan Jacoby - Banc of America: Thankyou so much, very helpful.

Ournext question comes from John Blackledge with J.P. Morgan. JohnBlackledge - J.P. Morgan Thanksfor taking my question. Just for a clarification, the $50 million to $60million in underperformance at the ABC and Citadel stations, so that is notmarket or industry related. So irrespective of what the industry does next yearor what your markets do next year, you would expect to add $50 million to $60million in revenue in '08 on top of what you end in '07?

Ithink your overall premise is right. I'm not sure we can get it all done in oneyear. I think our internal estimates are that over the next two years, we wouldget that going. So, by the end of '09 on an annualized basis you would expectus to do that in incremental dollars over and above what the markets wouldgrow. John Blackledge - J.P. Morgan: Farid,could you just talk about how you get there in such a difficult environment? Imean, do you expect to take share, given kind of bolstering your ratings? Thatis a pretty big number.

Well,I think just to give you an idea. We have an AM and a FM in Chicago, thatprobably does about $5 million in cash flow combined, and these are two oldies;if you look at what the People Meter has done, one of the formats that has donereally well and you can see it across the board and it was just confirmedyesterday with CBS is an oldies station. Wehave a great oldies station in Chicago. In my former life, my oldies station used to do$8 million of cash flow alone seven years ago. Today, we have WLS and we haveThe Zone, and they are combined doing $5 million of cash flow. InAtlanta, we have two stations doing country. One and thewhole idea was that the second station was a flanker. It's a full-blown signalin Atlanta that's country. It didn't stop Clear Channel fromattacking and going country. InDallas, we have another station, The Twister, which is aflanker country station, didn't stop two others from coming after us and beingcountry. So, we are focusing on being the best one station that is critical andthen taking a second station and being the best in that area. InLos Angeles, I think if you just look at that marketplace,it's a $1 billion marketplace. We had two franchise legendary stations, KABCand KLOS, great big morning show on KLOS. Those two markets with slightincreases in ratings should be doing between a 9 and a 10 share of revenue inthe marketplace. They're probably doing about 60% of that. So, and I can go onin almost every single market. InDetroit, we have two FMs right now, which are doing a lotbetter than they were doing last year, but they're still not doing what theyshould be doing. So some of the values that I'm giving you are just sort ofmonetizing what traditionally would be stick value equivalents in thosemarketplaces. John Blackledge - J.P. Morgan: Thanks,so much for the clarity, I appreciate it.

Operator,we have time for one last question.

Yourfinal question comes from Edward Atorino with Benchmark. Edward Atorino - Benchmark: Actually,Victor covered most my questions. Thanks very much.

Thankyou, Ed.

Okay,that concludes the call. Thank you very much for your time.