Patricia Stratford - SVP, Finance and Administration and Assistant Secretary Farid Suleman - Chairman and CEO Judy Ellis - COO Randy Taylor - SVP and CFO

Marci Ryvicker - Wachovia Tony Wiley - Citigroup Maurice Oehler - CHE Frank Bianco - Argent Michael McCafery - Shenkman Capital

Today’s call is being recorded. At this time I would like to turn the call over to Patricia Stratford.

Good morning, and thank you for joining us for our third quarter earnings call. Joining me for today’s discussion are Farid Suleman, Chairman and CEO, Judy Ellis, COO, and Randy Taylor, CFO. Randy will review the financial results followed by Farid and Judy. We will then take questions. Let me note that statements on this conference call relating to matters which are not historical facts are forward-looking statements, involving risks and uncertainties which could cause actual results to differ. Risks and uncertainties are disclosed in Citadel Broadcasting’s securities filings and at the end of our press release. This earnings release and any other information related to the presentation can be found on Citadel’s corporate website on the internet under the address of citadelbroadcasting.com. I will now turn the call over to Randy.

Thanks, Patty. Net revenues for the third quarter of 2008 were $213.9 million as compared to $240.2 million for the third quarter of 2007, a decrease of $26.3 million or 10.9%. This decline is due to lower revenues of $20.9 million from our radio markets and $5.4 million at the radio network due primarily to lower revenues from the Paul Harvey and Rich Media shows. Operating income for the third quarter of 2008 was $45.2 million as compared to an operating loss of $427.4 million in the corresponding 2007 period. The third quarter of 2007 reflected asset impairment and disposal charges of $495.8 million compared to $7.3 million in 2008. Excluding the impairment charges, operating income decreased $15.8 million primarily as a result of the decrease in revenues of $26.3 million, partially offset by a decrease in operating expenses. Segment operating income, a non-GAAP financial measure generally defined as operating income adjusted to exclude depreciation amortization, stock-based compensation, corporate general administrative expenses, non-cash amounts related to contract obligations, local marketing agreement fees, asset impairment charges and other net, was $73.3 million for the third quarter of 2008 compared to $92.3 million for the third quarter of 2007. This decrease of $19 million or 20.6% resulted from a $17.2 million decline in segment operating income from our radio markets and a $1.9 million decline from the radio network. Interest expense decreased to $30 million for the quarter ended September 30, 2008 from $39 million for the same quarter in 2007, a decrease of $9 million. The decrease was primarily the result of lower interest rates under our senior credit facility and a decrease in the principle balance of our long-term debt. In the third quarter of 2008, we purchased $160 million of debt comprised of approximately $74.3 million of our convertible subordinated notes and approximately $85.7 million of our senior debt, resulting in a gain on extinguishment of debt net cost of approximately $32.5 million. During the nine months ended September 30, 2008, we reduced our convertible debt by $254.8 million and our senior debt by $109 million. As a result of these transactions and based on the current interest rates in effect on our senior debt and convertible subordinated notes, we expect interest expense to decrease by approximately $5.2 million over the next 12 months as compared to the same period in the prior year. Income tax for the quarter ended September 30, 2008 was $15.9 million, substantially all non-cash, compared to an income tax benefit of $20 million, substantially all non-cash, for the quarter ended September 30, 2007. The income tax expense for the quarter ended September 30, 2008 includes a state tax benefit of approximately $2.8 million, debt of federal expense resulting from a change in our effective state tax rate. Income tax benefit for the quarter ended September 30, 2007 was related to the $495.8 million in asset impairment and disposal charge, which resulted in an income tax benefit of approximately $32.6 million partially offset by the tax expense on pre-tax income excluding impairment loss. Net income for the quarter ended September 30, 2008 was $28 million or 11 cents per basic share as compared to net loss of $477.8 million, or a negative $1.71 per basic share for the same period in 2007. Included in net income for the quarter ended September 30, 2008 was a $17.3 million gain on the extinguishment of debt, less write-up of the financing costs and debt discount net of tax, or 7 cents per basic share, and approximately $4.7 million of asset impairment and disposal charges, net of tax or a negative 2 cents per basic share. Included in net loss for the quarter ended September 30, 2007 was approximately $463.2 million of asset impairment and disposal charges net of tax, or a negative $1.77 per basic share, and $4.6 million of stock-based compensation expense net of tax, or a negative two cents per basic share. Free cash flow, a non-GAAP financial measure generally defined as net loss income plus depreciation amortization, stock-based compensation expense, non-cash amounts related to contract obligations, asset impairment charges, other net, non-cash debt related amounts, write-up of the financing costs and debt discounts, and income tax expense, less capital expenditures, gain on extinguishment of debt and cash taxes, was $33.8 million for the three months ended September 30, 2008 compared to $41.6 million for the three months ended September 30, 2007, a decrease of $7.8 million. The decrease is the result of the decrease in revenues, partially offset by decreases in operating expenses, interest expense and capital expenditures. For the three months ended September 30, 2008, the basic weighted average common shares outstanding was approximately $262.8 million, as compared to $261.5 million for the three months ended September 30, 2007. Our capital expenditures were approximately $1.9 million for the quarter, and we reported depreciation amortization expense of approximately $11.1 million for the three months, and we reported depreciation amortization expense of approximately $11.1 million for the three months ended September 30, 2008. Depreciation amortizations for the full year of 2008 are estimated at $45 million. Capital expenditures for the full year of 2008 are estimated between $9 and 11 million. Our debt outstanding as of September 30, 2008 is $2.1 billion and cash on hand is approximately $17.1 million. I’ll now turn it over to Farid.

Thank you, Randy. This was yet another tough quarter with both local and national revenues down. The network was down. Although the network revenue decline was really confined to two specific areas, which was the Paul Harvey show which has been declining, and Rich Media, which we will end representing at the end of next year. Some of the revenue decline, particularly in the larger markets, was due to format changes that we made in the last six months, including in Dallas, Atlanta, and Washington, which probably contributed to some of the revenue declines over and above the market place. However, these are investments for the future. In fact, both in Dallas and in Atlanta, the ratings from the format changes have been really positive and should position the market for growth next year. In Washington, the jury is still out but it looks like the trend could be positive. Judy will give us a little more color on the particular categories, and then I will add a little bit more on the company’s revenue trends going forward.

Thank you, Farid. In terms of advertising categories that showed increases in third quarter 2008, we saw increases in the financial category, entertainment, telecom and education. We saw decreases in automobiles, restaurants, retail and beverages. For the first time we’ll be going into the fourth quarter with all of our radio stations up on all of our interactive platforms. One hundred percent of our website is on one back-end infrastructure, and that’s 225 sites. We have re-designed and re-launched over 200 of these sites enhancing the entertainment experience for the end user. Our on-line page views are up 30% over last quarter to over 51 million views per month. Unique visitors to our sites increased 275% from one year ago to over 8 million. We’re streaming 190 of our radio stations and our nationally-syndicated shows. Our streaming platform is now one of the largest on-line streaming networks in the United States and has over 16 million listening hours per month. All of our radio stations and network shows now have mobile marketing capabilities. I’m now going to turn this back to Farid.

Thanks, Judy. In terms of looking at our performance going forward there were four markets that particularly under-performed in the market place where we have made changes. The changes are in place, so that going forward we will be able to out-perform the marketplace which will really get us back to where we should be. These include in New York WPLJ, and in Los Angeles both KLOS and KABC. In Chicago, both stations, AM and FM, have really good ratings now. We have new sales management. We’ve made management changes in Dallas, and the new format change should kick in. In addition to that, whereas we’re really not able to predict where revenues are going to be over the next three to nine months in this economic environment, what we can predict are the things that we have done. As far as our national revenues, we made a rep change, and we’re really glad we made the change when we did. Because of the disruption that comes with the changes, we significantly underperformed in the national market place. When you factor in that our ratings under the new people-meter on the stations where we did change format are actually higher, that combination plus the fact that we will now have everybody in place for national going forward should result in us outperforming the market place. Our estimate is anywhere from 8-$10 million, based on current revenue trends, is what the incremental effect should be next year. In addition to the rep, we’ve made significant costs cuts over the last six months amounting to $20 million. All of those should kick in in full beginning in the first quarter of next year, and obviously some will kick in in the fourth quarter also. That $20 million plus cost cuts will benefit us significantly next year. The format changes that I talked about, including in Chicago, Atlanta and Dallas, should have a combined effect that will contribute an incremental $5 million of cash flow in 2009 and close to $10 million in 2010. These are again based on revenue trends as we see now. We do not expect any turnarounds in these estimates. In addition to the cost cuts that we’ve made, we’re looking at more cost cuts right now, which we expect to implement before the end of the year. So the effects of those cost cuts, in addition to the $20 million that we’ve already made, should be felt in the first quarter of next year. The inclusion of the ABC stations in the Citadel networks, which for the first time will now enhance the Citadel radio networks themselves, will probably contribute anywhere between $5-8 million of incremental revenues. About 90% of that falls to the bottom line. This is a completely new revenue stream that we’re creating beginning with the fourth quarter. But it really will kick in in full in 2009. In addition to that, Judy touched on the interactive. I think in both the Citadel and particularly on the ABC side we were behind on the interactive. They’re really kicking in in full based on current revenue trends. The incremental national benefit from the interactive should be about $8 million next year. This excludes whatever will be local, because some of the local interactive is offsetting some of the revenue declines that you’re getting in the market place anyways. Overall there are a substantial number of things that we have done and are already in place to benefit us going forward. I just want to point something out in terms of the balance sheet. Randy touched on how much debt we’ve paid down and how much more we’re going to pay down before the end of the year. Our internal estimates poll had projected that we would be able to pay down close to $400 million of debt this year, and I think we’re on target to do that. The company has no liquidity issues even in this environment. If we look at our trading, 12-month free cash flow, cash that’s left over after paying all of the capital expenditures, interest and taxes, we will be generating over $120 million of free cash flow this year and probably around the same next year. We have no liquidity issues and no payment issues. Clearly, the cost cuts were totally focused on paying down debt, and we will continue to do that. In terms of our bank covenants, we are in compliance in the third quarter. We expect to be in compliance in the fourth quarter, and we will continue to watch this very carefully. I think the combination of all of the cost cuts, improvements that we’re expecting next year, and using free cash flow to pay down debt should help us through next year. As I said, we are still generating over $100 million of free cash flow. With that, we’ll turn it over for questions.

Operator, we’ll take questions.

At this time if you would like to ask an audio question, that is star and the number one using your telephone keypad. We will pause for just a moment to compile the Q&A roster. Our first question will go to the line of Marci Ryvicker. Marci Ryvicker - Wachovia: Good morning. Farid, can you talk about [unclear] specifically and how your stations are pacing. Are you getting a benefit from political?

Sure, I think the pacing is probably down double digits for the quarter, although we started out double digits in October, and we’re able to pick some up which was probably due to political. It is just a very difficult environment because of the last-minute nature of how the revenues are coming in as to where we can make a reliable forecast. But pacing is down double digits in revenues right now. Marci Ryvicker - Wachovia: Do you have any thoughts about 2009?

We had expected that CapEx this year would have been somewhere between $15 million and $20 million and we’ve really been able to watch it and it’s come in, I think it’ll come in, under $10 million. My guess is that next year it’ll be in that same 10 to $12 million range Marci Ryvicker - Wachovia: Great, my last question is can you give us any color on the deal between Comcast and ABC Radio networks that was just announced?

Sure. One of the challenges in the network is to pick up programming that is targeted to women ages 25 to 54, and this relationship with Comcast, because of all the cable networks that they have that are specifically targeted lines in all the other networks, is to develop programming that will specifically targeted to that demo. We can’t project what the revenue’s impact will be, but it’s really a good long term relationship to get away from some of the traditional programming that we’ve historically relied on. Marci Ryvicker - Wachovia: Thank you

Your next question will go to Dennis Leibowitz of Act II Partners Dennis Leibowitz - Act II Partners: I just wanted to ask when you say that you think that the free cash flow of $120 million could be sustained next year, what kind of environment does that assume as far as retinue declines, I assume, and or growth? Secondly, you said you expect to be in compliance with the covenants in the fourth quarter. Could you remind us what the covenants are?

Sure. If you look at our revenue declines this year, we really underperformed the marketplace and we’re assuming that the marketplace revenue declines next year will be, although we have no way of knowing, but if we assume it will be in that, although we have no way of knowing, if we assume they’re in that 7% to 8% range, the combination of the national and the network revenues that we’re going to pick up, as well as the format changes, where all we’re doing is in an 8% revenue decline what should our revenue share be? Add the cost cuts to that, is the assumption. We are not using and growth assumptions in the marketplace. Dennis Leibowitz - Act II Partners: So you will be down less under that assumption than 7% or 8% on the revenue side.

Correct. Dennis Leibowitz - Act II Partners: But still down.

We would still be down. Yes. Dennis Leibowitz - Act II Partners: On the covenant?

I think the only covenant, and Randy you may be able to add more to this, is that the debt to total EBITDA covenant trends down in the fourth quarter, Randy?

That is correct. At the end of third quarter it is an 8.5 times leverage ratio and it does step down to 7.75 times at the end of December, so it’s one thing we are continuing to monitor. We are in compliance at the end of September and continuing to monitor for fourth quarter. It will duly depend on the performance for the quarter. Dennis Leibowitz - Act II Partners: What is it for 2009? Does it step down again?

It does. At the end of December of 2009 it steps down again to 7.25 times. Dennis Leibowitz - Act II Partners: But it doesn’t go from 7.75 to 7.25 until December?

That is correct. The 7.75 stays until September of 2009 and it steps down in December of 2009 to 7.25 times. Dennis Leibowitz - Act II Partners: Okay. Thanks.

Your next question will go to the line of James Hughes of Fidelity Investment. James Hughes– World Capital: It’s James here from World Capital. I had a question, if you could comment upon since the Democrats are talking about the Fairness Doctrine and are trying to enforce it potentially down the road. What kind of impact would it have on your business and what do you anticipate in terms of responding to the Democrats view on the Fairness Doctrine. Given all the things that are pending right now, whether it has to do with the economy, a war or other affairs, I am not sure this is the one where the Democrats are going to take the House on to try and make these changes. This is a very divisive issue. It’s an issue of free speech. There will be challenges all the way, almost until the Supreme Court if this were to pass. So we don’t really expect that to happen, although we will hear noises from time to time, and I guess some Democrats are upset about some of the shows. I just don’t see that happening, and if it does, I think we’ll just have to find something else to replace it with, we don’t think anything materially will change for us. James Hughes– World Capital: Okay. Thank you.

Your next question will go to the line of Chris McDonald of Fidelity Investment. Chris McDonald - Fidelity Investment: Hi. Good morning everyone. The question I have for you really pertains to the fact that your bank debt is trading at a steep discount, yet over the last nine months you’ve chosen to divert you cash funds to repayment of subordinate debt. In the event that you breach your covenence on the bank agreement, are you not concerned that you have motivated your banks to try to recapture those payments through a fraudulent conveyance?

Are you one of the banks? I will tell you two things. One is that we’ll have to use our free cash flow that gives us the best returns. We have paid down bank debt significantly. In fact, we were one of the few companies that got an amendment done this year. The banks allowed us to buy out and pay down bank debt up to $200 million, and we were able to use $190 million of that $200 million already. So the banks, in fact, some of the tenders that we would be making over the marketplace were not even filled in, and we were actually doing those tenders in excess where the bank debt was trading just so that we could get it in. There were even some tenders that we made where the banks didn’t even want to respond. The convenence that we have to deal with under the bank debt reflects total debt, which includes the convertible debt. So, we’re all in this thing together. The banks knew that the sub debt matures in 2011. We had a litigation that we settled that we told our banks about what we were required to do. So really, what we have been able to do is pay down bank debt every place that we could at first, and then if there wasn’t enough demand for it, we would buy convertible debts. As a result of that, we have eliminated what nobody wants at a company or the banks, which is a refinancing of that convertible debt that would have been due at the end of 2010, and in this environment we have now eliminated a major refinancing risk by doing that But having said that, we are real close to our banks, we have great relationships with our banks. I don’t think there are that many companies that would have paid down as much debt as we have, and we are even more focused on paying down debt. We don’t buy stock. We don’t pay dividends. All we do is generate tremendous amounts of free cash flow, and just use that to pay down debt and going forward, obviously, including if the marketplace changes and asset sales happen, all of that will go down towards paying bank debt. But really the covenence that we were concerned about is based on total debt which includes the subordinated debt. Chris McDonald – Fidelity Investment: I can appreciate that. All I’m referring to is the fact that the banks, if given the opportunity, would probably chose to recapture those payments and have that applied to their recovery. I think that to the extent that there was an opportunity to buy bank debt at the discount which you said earlier, we did go out and the maximum amendment we could get was for the $200 million and that was done through two separate amendments. First, I think we had one, and we weren’t able to get enough bank debt in and then we went back to the banks and got a second, so we always go to the banks first to figure out what the appetite is to do what we need to do.

Next question please.

The next question goes to the line of Morris [ph – Hill] from City Group. Morris Hill - City Group.: Hi. It’s actually, CIC Group. Good morning, guys, just a follow up question to that last question in terms of payments on bank debt versus to convert. When your amendment expires in 2008 what’s your outlook on retiring bank debt, and at what level are you comfortable focusing just solely on the bank debt versus now focusing on the convert.

My guess is that when that amendment expires, we’ll go back and ask for another amendment. I think we are really focused now that we’ve brought that sub debt to a manageable level, to be totally focused on paying down bank debt. My guess is that almost entirely all of the free cash flow will go down towards paying down bank debt. Morris Hill - CIC Group.: Is that going to be through voluntary pre-payments or are you going to (inaudible) through the amendment to buy at market price?

I think what we have to do is to decide what are the best opportunities that we have? Morris Hill - CIC Group.: One last question; you’re talking about best returns for the company. At what rate had you locked in LIBOR so that your converts were the better purchase?

I’m not sure I understand the question. At what rate have we locked in LIBOR? Morris Hill - CIC Group.: That generation of free cash flow and better return where the converts are more expensive than your bank debt, what rate was LIBOR?

I think under our settlement with the convertible debt, the interest rate on the remaining debt now goes to 8% next year, and on our bank debt, and Randy you can add to this, but I think we have fixed approximately, 50%

Yes. 50% of about $1 billion is fixed at 5.39%. That does amortize down over a period of time, and then and it is based on spread, and then LIBOR, we will continue to watch that. Morris Hill - CIC Group.: Thank you guys.

Your next question goes to the line of [ph - Chris Kuntz from Dezo]. Chris Kuntz - Dezo: Hi. I just wanted to make sure I had the debt balance strike. You run through at September 30, what the outstanding was on the different chances of debt, including the subordinate converts.

At September 30th we’ve got approximately $2.1 billion, and that’s broken up about $75 million still left with the convertibles and the remaining is the credit facility. Chris Kuntz - Dezo: Okay and how much was out on your revolver?

On the revolvers, there’s $126 million outstanding. That’s included in the $2.1 billion. Chris Kuntz - Dezo: Okay. Thanks very much.

Okay. That will conclude our call today. Thank you everyone for joining us.

At this time you may all disconnect.