8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                    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)     AUGUST 18, 1999
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                          ENTERCOM COMMUNICATIONS CORP.
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             (Exact name of registrant as specified in its charter)


       PENNSYLVANIA                    001-14461                 23-1701044
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(State or Other Jurisdiction         (Commission               (IRS Employer
     of Incorporation)               File Number)            Identification No.)


401 CITY AVENUE, SUITE 409, BALA CYNWYD, PENNSYLVANIA               19004
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      (Address of Principal Executive Offices)                    (Zip Code)


Registrant's telephone number, including area code:        (610) 660-5610
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                                 NOT APPLICABLE
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          (Former Name or Former Address, if Changed Since Last Report)
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ITEM 5.  OTHER EVENTS.

         On August 18, 1999 Entercom Communications Corp. announced the
completion of a definitive agreement to purchase 46 radio stations and 300,000
shares of stock in USA Digital Radio, Inc. from Sinclair Broadcast Group, Inc
for $824.5 million. This agreement reflects the previous announcement by the
parties of a letter of intent for the Company to purchase 43 stations and
300,000 shares of stock in USA Digital Radio, Inc. from Sinclair plus a
subsequent agreement to purchase an additional three AM radio stations from
Sinclair for $3 million. Completion of this transaction is subject to approval
of the Federal Communications Commission and other governmental agencies. The
Company's press release related to this transaction is filed herewith as Exhibit
99.1

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

         (a) EXHIBITS.

         99.1     Press Release
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                                   SIGNATURES

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

                                    ENTERCOM COMMUNICATIONS CORP.


Date:    August 20, 1999            By:  /s/ John C. Donlevie
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                                         John C. Donlevie
                                         Executive Vice President, Secretary and
                                            General Counsel

EX-99.1

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                                                                    Exhibit 99.1



                          ENTERCOM COMMUNICATIONS CORP.
                    SIGNS DEFINITIVE ASSET PURCHASE AGREEMENT
                       WITH SINCLAIR BROADCAST GROUP, INC.



(Bala Cynwyd, PA. August 18, 1999) Entercom Communications Corp. today announced
the completion of a definitive agreement to purchase 46 radio stations and
300,000 shares of stock in USA Digital Radio, Inc. from Sinclair Broadcast
Group, Inc for $824.5 million. The definitive agreement reflects the previous
July 26, 1999, announcement by the parties of a letter of intent for Entercom to
purchase 43 stations and 300,000 shares of stock in USA Digital Radio, Inc. from
Sinclair plus a subsequent agreement to purchase an additional three AM radio
stations in Greenville/Spartanburg, SC from Sinclair for $3 million. Completion
of this transaction is subject to approval of the Federal Communications
Commission and other governmental agencies.

The definitive agreement covers 46 stations (16 AM and 30 FM) in nine markets
including Kansas City, Milwaukee, New Orleans, Memphis, Buffalo, Norfolk,
Greensboro/Winston- Salem/High Point, Greenville/Spartanburg and
Scranton/Wilkes-Barre. Seven of the nine markets rank among the top 50 markets
in the United States. Three Kansas City radio stations will be required to be
sold or exchanged in order to meet regulatory requirements limiting the number
of stations Entercom may own in this market. Entercom currently owns seven
stations in the Kansas City market and will be limited to a total of eight.

Upon completion of the acquisition, Entercom will become the fifth largest radio
broadcasting company in the United States based on 1998 proforma revenues.



Contact:    Steve Fisher
            Senior Vice President & CFO
            610 660 5647