Sec Form 3 Filing - BRIZIUS CHARLES A @ C C Media Holdings Inc - 2008-07-30

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person BRIZIUS CHARLES A 2. Issuer Name and Ticker or Trading Symbol C C Media Holdings Inc [ CCMOV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O THOMAS H. LEE PARTNERS, L.P., 100 FEDERAL STREET, 35TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 07/30/2008 (Street) BOSTON, MA02110 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B Common Stock, $0.001 par value per share ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 277,778 ( 2 ) I ( 2 ) ( 3 ) See Footnote ( 3 ) Class C Common Stock, $0.001 par value per share ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 29,483,751 ( 4 ) I ( 4 ) ( 5 ) ( 6 ) See Footnotes ( 5 ) ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BRIZIUS CHARLES A C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON, MA02110 X X Signatures /s/ Charles A. Brizius 07/30/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Subject to the limitations set forth in the certificate of incorporation of CC Media Holdings, Inc., each share of Class B Common Stock and Class C Common Stock is convertible, upon the election of the holder thereof, into one share of Class A Common Stock at any time. ( 2 )Represents 277,778 shares held by Clear Channel Capital IV, LLC ("CC IV") out of the total of 555,556 shares of Class B Common Stock held by CC IV. ( 3 )Mr. Brizius is a member of Thomas H. Lee Advisors, LLC ("THLA"), which is the general partner of Thomas H. Lee Partners, L.P. ("THLP"), which is the sole member of THL Equity Advisors VI, LLC ("THL Advisors"), which is a general partner of Thomas H. Lee Equity Fund VI, L.P. (the "THL Fund"), which holds 50% of the limited liability company interests in CC IV. By virtue of these relationships, Mr. Brizius may be deemed to share voting and dispositive power with respect to the 555,556 shares of Class B Common Stock held by CC IV. ( 4 )Represents 29,483,751 shares held by Clear Channel Capital V, L.P. ("CC V") out of the total of 58,967,502 shares of Class C Common Stock held by CC V. ( 5 )Mr. Brizius is a member and managing director of THLA, which is the general partner of THLP, which is the sole member of THL Advisors, which is the general partner of each of the THL Fund, THL Equity Fund VI Investors (Clear Channel), L.P. (the "THL Investors Fund"). The THL Fund and the THL Investors Fund collectively hold 50% of the limited partnership interests in CC V. THL Advisors also holds 50% of the limited liability company interests in CC Capital V Manager, LLC, which is the general partner of CC V. THLP is also the general partner of each of THL Coinvestment Partners, L.P. (Continued in footnote 6) ( 6 )("THL Coinvestment") and THL Operating Partners, L.P. ("THL Operating") and THL Advisors is also the general partner of each of Thomas H. Lee Parallel Fund VI, L.P. ("THL Parallel") and Thomas H. Lee Parallel (DT) Fund VI, L.P. ("THL Parallel DT"), each of which entities is a limited partner in the THL Investors Fund. By virtue of these relationships, Mr. Brizius may be deemed to share voting and dispositive power with respect to the 58,967,502 shares of Class C Common Stock held by CC V.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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