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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549




FORM 8-K


CURRENT REPORT


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




Date of Report (Date of earliest event reported): February 4, 2004


CITADEL BROADCASTING CORPORATION
(Exact name of registrant as specified in its charter)


Delaware
(State or other jurisdiction of
incorporation or organization)
001-31740
(Commission File Number)
51-0405729
(I.R.S. Employer
Identification Number)

City Center West, Suite 400
7201 West Lake Mead Blvd.
Las Vegas, Nevada 89128

(Address of principal executive offices)


Registrant's telephone number, including area code: (702) 804-5200






Item 5.    Other Events and Regulation FD Disclosure.

        On February 4, 2004, Citadel Broadcasting Corporation ("Citadel Broadcasting") issued the attached press release, announcing that it intends to offer convertible subordinated notes in a private placement.


Item 7.    Financial Statements and Exhibits.

Exhibit.

  Description.

99.1   Citadel Broadcasting Corporation Press Release, dated February 4, 2004.


SIGNATURES

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

        Dated: February 4, 2004

    CITADEL BROADCASTING CORPORATION

 

 

By:

/s/  
RANDY L. TAYLOR      
     
Randy L. Taylor
Vice President-Finance and Secretary



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SIGNATURES