1.	Legal Name of the Applicant  CITADEL BROADCASTING COMPANY
	Mailing Address 7201 WEST LAKE BOULEVARD SUITE 400
	City LAS VEGAS		State or Country (if foreign address) NV	ZIP Code 89128 -
	Telephone Number (include area code) 7028045200		E-Mail Address (if available)  LICENSE.MANAGEMENT@CITCOMM.COM
	FCC Registration Number: 0001595214	Call Sign  KPQP	Facility ID Number  72892
2.	Contact Representative (if other than Licensee/Permittee) CHRISTOPHER J. SOVA, ESQ.		Firm or Company Name LEVENTHAL SENTER & LERMAN PLLC
	Telephone Number (include area code) 2024298970		E-Mail Address (if available) CSOVA@LSL-LAW.COM
3.	Name of entity, if other than licensee or permittee, for which report is filed
	Mailing Address
	City		State or Country (if foreign address)	ZIP Code -
	Telephone Number (include area code)		E-Mail Address (if available)
4.	If this application has been submitted without a fee, indicate reason for fee exemption (see 47 C.F.R. Section 1.1114): Governmental Entity Fee-exempt Report Other N/A (Fee Required)

Section II - Ownership Information

5.	a. Biennial b. Transfer of Control or Assignment of License/Permit c. Other d. Amendment to pending application for the following stations: [Enter Station Information] Station List This Report is filed for the following stations: Call Letters Facility ID Number Location (City/State) Class of service KPQP 2444 OGDEN UT FM Call Letters Facility ID Number Location (City/State) Class of service WNRX 18403 JEFFERSON CITY TN FM Call Letters Facility ID Number Location (City/State) Class of service WIOV-FM 55308 EPHRATA PA FM Call Letters Facility ID Number Location (City/State) Class of service WIOV 55307 READING PA AM Call Letters Facility ID Number Location (City/State) Class of service WXTA 72892 EDINBORO PA FM Call Letters Facility ID Number Location (City/State) Class of service WRIE 32982 ERIE PA AM Call Letters Facility ID Number Location (City/State) Class of service WQHZ 65748 ERIE PA FM Call Letters Facility ID Number Location (City/State) Class of service WXKC 32984 ERIE PA FM All of the information furnished in this Report is accurate as of 08/25/2004 (Date must comply with 47 C.F.R. Section 73.3615(a), i.e., information must be current within 60 days of filing of this report, when 5(a) below is checked.) This Report is filed for (check one)
6.	Respondent is: Sole proprietorship Not-for-profit corporation Limited partnership For-profit corporation General partnership Other If "Other", describe nature of the respondent in an Exhibit. [Exhibit 1]
7.	List all contracts and other instruments required to be filed by 47 C.F.R. Section 73.3613.   (Only licensees, permittees, or a reporting entity with a majority interest in or that otherwise exercises de facto control over the subject licensee or permittee shall respond.) [Enter Contract/Instrument Information] Contracts/Instruments Information List all contracts and other instruments required to be filed by 47 C.F.R. Section 73.3613. (Only licensees, permittees, or a reporting entity with a majority interest in or that otherwise exercises de facto control over the subject shall respond.) Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration AMENDED AND RESTATED BYLAWS 06/26/2001 PERPETUAL Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration ARTICLES OF MERGER CITADEL LICENSE, INC.; STATE OF NEVADA 12/14/1999 Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration TIME BROKERAGE AGREEMENT - KQOB, ENID, OK CHAMPLAIN BROADCASTING, INC. 11/05/2002 Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration TIME BROKERAGE AGREEMENT - WWKX AND WAKX AAA ENTERTAINMENT, LLC AND AAA ENTERTAINMENT LICENSING LLC 01/08/2003 Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration TIME BROKERAGE AND RIGHT OF FIRST REFUSAL AGREEMENT - WOKI-FM OAK RIDGE FM, INC. 07/02/2003 Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration TIME BROKERAGE AGREEMENT - WIOV-FM, WIOV, WXTA, WRIE, WQHZ, AND WXKC REGENT BROADCASTING OF LANCASTER, INC., REGENT BROADCASTING OF ERIE, INC. AND REGENT LICENSEE OF ERIE, INC. 02/06/2004 Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration LOCAL MARKETING AGREEMENT - KKAT 3 POINT MEDIA-SALT LAKE CITY, LLC 05/03/2004 Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration CREDIT AGREEMENT, AS AMENDED CITADEL BROADCASTING COMPANY, CITADEL COMMUNICATIONS CORPORATION, CITADEL BROADCASTING CORPORATION, JP MORGAN CHASE BANK, ET AL. 04/03/2001 Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration INTERMEDIATE HOLDING GUARANTEE CITADEL COMMUNICATIONS CORPORATION IN FAVOR OF JP MORGAN CHASE BANK 06/26/2001 Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration INTERMEDIATE HOLDING PLEDGE AGREEMENT CITADEL COMMUNICATIONS CORPORATION IN FAVOR OF JP MORGAN CHASE BANK 06/26/2001 Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration HOLDCO PLEDGE AGREEMENT CITADEL BROADCASTING CORPORATION IN FAVOR OF JP MORGAN CHASE BANK 06/26/2001 Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration HOLDCO GUARANTEE CITADEL BROADCASTING CORPORATION IN FAVOR OF JP MORGAN CHASE BANK 06/26/2001
8.	Capitalization (Only licensees, permittees, or a reporting entity with a majority interest in or that otherwise exercises de facto control over the subject licensee or permittee shall respond.) [Enter Capitalization Information] Capitalization Capitalization (Only licensees, permittees, or a reporting entity with a majority interest in or that otherwise excercises de facto control over the subject licensee or permittee shall respond.) Class of stock (preferred, common or other) Voting or Non-voting Number of Shares Authorized Issued and Outstanding Treasury Unissued COMMON V 144300000 130865469 13434531 Class of stock (preferred, common or other) Voting or Non-voting Number of Shares Authorized Issued and Outstanding Treasury Unissued PREFERRED N 4000000 4000000 Class of stock (preferred, common or other) Voting or Non-voting Number of Shares Authorized Issued and Outstanding Treasury Unissued SERIES B PREFERRED N 2000000 2000000
9.	(a.) List the respondent, and, if other than a natural person, its officers, directors, stockholders and other entities with attributable interests, non-insulated partners and/or members. If a corporation or partnership holds an attributable interest in the respondent, list separately its officers, directors, stockholders and other entities with attributable interests, non-insulated partners and/or members. Create a separate row for each individual or entity. Attach supplemental pages, if necessary. [Enter Owner Information] Owner Information List the respondent, and, if other than a natural person, its officers, directors, stockholders and other entities with attributable interests, non-insulated partners and/or members. If a corporation or partnership holds an attributable interest in the respondent, list separately its officers, directors, stockholders and other entities with attributable interests, non-insulated partners and/or members. Create a separate row for each individual or entity. Attach supplemental pages, if necessary. (Read carefully - The numbered items below refer to line numbers in the following table.) 1. Name and address of respondent and each party to the respondent holding an attributable interest (if other than individual also show name, address and citizenship of natural person authorized to vote the stock or holding the attributable interest). List the respondent first, officers next, then directors and, thereafter, remaining stockholders and other entities with attributable interests, and partners. 2. Gender (male or female). 3. Ethnicity (check one). 4. Race (select one or more). 5. Citizenship. 6. Positional interest: Officer, director, general partner, limited partner, LLC member, investor/creditor attributable under the Commission's equity/debt plus standard, etc. 7. Percentage of votes. 8. Percentage of total assets (equity debt plus). 1. Name and Address CITADEL BROADCASTING COMPANY, 7201 W. LAKE MEAD BLVD., SUITE 400, LAS VEGAS, NV 89128 2. Gender (male or female) 3. Ethnicity (check one) Hispanic or Latino Not Hispanic or Latino 4. Race (select one or more) American Indian or Alaska Native Asian Black or African American Native Hawaiian or Other Pacific Islander White 5. Citizenship US 6. Positional Interest RESPONDENT 7. Percentage of votes 8. Percentage of total assets (equity debt plus) 1. Name and Address RANDY L. TAYLOR, C/O CITADEL BROADCASTING COMPANY, 7201 W. LAKE MEAD BLVD., SUITE 400, LAS VEGAS, NV 89128 2. Gender (male or female) Male 3. Ethnicity (check one) Hispanic or Latino Not Hispanic or Latino 4. Race (select one or more) American Indian or Alaska Native Asian Black or African American Native Hawaiian or Other Pacific Islander White 5. Citizenship US 6. Positional Interest VICE PRESIDENT - FINANCE, SECRETARY 7. Percentage of votes 0.00 8. Percentage of total assets (equity debt plus) 0.00 1. Name and Address CITADEL BROADCASTING CORPORATION, 7201 W. LAKE MEAD BLVD.,SUITE 400, LAS VEGAS, NV 2. Gender (male or female) 3. Ethnicity (check one) Hispanic or Latino Not Hispanic or Latino 4. Race (select one or more) American Indian or Alaska Native Asian Black or African American Native Hawaiian or Other Pacific Islander White 5. Citizenship US 6. Positional Interest SHAREHOLDER 7. Percentage of votes 100.00 8. Percentage of total assets (equity debt plus) 100.00 1. Name and Address FARID SULEMAN, C/O FORSTMANN LITTLE & CO., 767 FIFTH AVENUE, NEW YORK, NY 10153 2. Gender (male or female) Male 3. Ethnicity (check one) Hispanic or Latino Not Hispanic or Latino 4. Race (select one or more) American Indian or Alaska Native Asian Black or African American Native Hawaiian or Other Pacific Islander White 5. Citizenship US 6. Positional Interest CHIEF EXECUTIVE OFFICER, CHAIRMAN OF THE BOARD 7. Percentage of votes 0.00 8. Percentage of total assets (equity debt plus) 0.00 1. Name and Address JUDITH A. ELLIS, C/O FORSTMANN LITTLE & CO., 767 FIFTH AVENUE, NEW YORK, NY 10153 2. Gender (male or female) Female 3. Ethnicity (check one) Hispanic or Latino Not Hispanic or Latino 4. Race (select one or more) American Indian or Alaska Native Asian Black or African American Native Hawaiian or Other Pacific Islander White 5. Citizenship US 6. Positional Interest CHIEF OPERATING OFFICER 7. Percentage of votes 0.00 8. Percentage of total assets (equity debt plus) 0.00 1. Name and Address SANDRA J. HORBACH, C/O FORSTMANN LITTLE & CO., 767 FIFTH AVENUE, NEW YORK, NY 10153 2. Gender (male or female) Female 3. Ethnicity (check one) Hispanic or Latino Not Hispanic or Latino 4. Race (select one or more) American Indian or Alaska Native Asian Black or African American Native Hawaiian or Other Pacific Islander White 5. Citizenship US 6. Positional Interest VICE PRESIDENT, DIRECTOR, ASSISTANT SECRETARY 7. Percentage of votes 0.00 8. Percentage of total assets (equity debt plus) 0.00 1. Name and Address GORDON A. HOLMES, C/O FORSTMANN LITTLE & CO., 767 FIFTH AVENUE, NEW YORK, NY 10153 2. Gender (male or female) Male 3. Ethnicity (check one) Hispanic or Latino Not Hispanic or Latino 4. Race (select one or more) American Indian or Alaska Native Asian Black or African American Native Hawaiian or Other Pacific Islander White 5. Citizenship UK 6. Positional Interest DIRECTOR 7. Percentage of votes 0.00 8. Percentage of total assets (equity debt plus) 0.00 1. Name and Address THEODORE J. FORSTMANN, C/O FORSTMANN LITTLE & CO., 767 FIFTH AVENUE, NEW YORK, NY 10153 2. Gender (male or female) Male 3. Ethnicity (check one) Hispanic or Latino Not Hispanic or Latino 4. Race (select one or more) American Indian or Alaska Native Asian Black or African American Native Hawaiian or Other Pacific Islander White 5. Citizenship US 6. Positional Interest DIRECTOR 7. Percentage of votes 0.00 8. Percentage of total assets (equity debt plus) 0.00 (b) Respondent certifies that equity and financial interests not set forth in response to Question 9(a) are non-attributable. Yes No N/A See Explanation in [Exhibit 2] (c) Is the respondent or any party holding an attributable interest in the respondent also the holder of an attributable interest in any other broadcast station or in any cable or newspaper entities in the same market or with overlapping signals in the same broadcast service, as described in 47 C.F.R. Sections 73.3555 and 76.501? Yes No If "Yes", submit an Exhibit identifying the holder of that other attributable interest, listing the call signs, locations and facilities identifiers of such other broadcast stations, and describing the nature and size of the ownership interest and the positions held in the other broadcast, cable or newspaper entities. [Exhibit 3] (d) Are any of the individuals listed in response to Question 9(a) related as parent-child, husband-wife, brothers and sisters? Yes No   If "Yes", submit an Exhibit setting forth full information as to the family relationship [Exhibit 4] (e) Is respondent seeking an attribution exemption for any officer or director with duties unrelated to the licensee or permittee? If "Yes", submit an Exhibit identifying that individual by name and title, fully describing that individual's duties and responsibilities, and explaining why that individual should not be attributed an interest. Yes No [Exhibit 5]

I certify that I am VICE PRESIDENT - FINANCE

of CITADEL BROADCASTING COMPANY

and that I have examined this Report and that to the best of my knowledge and belief, all statements in this Report are true, correct and complete.

(Date of certification must be within 60 days of the date shown in Question 5, Section II and in no event prior to that date.)