UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): April 7, 2003

SALEM COMMUNICATIONS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code: (805) 987-0400

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

     SPECIAL CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS

     From time to time, in both written reports (such as this report) and oral statements, Salem Communications Corporation (“Salem” or the “company”, including references to Salem by “we,” “us” and “our”) makes “forward-looking statements” within the meaning of Federal and state securities laws. Disclosures that use words such as the company “believes,” “anticipates,” “expects,” “may,” “projects” or “plans” and similar expressions are intended to identify forward-looking statements, as defined under the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the company's current expectations and are based upon data available to the company at the time of the statements. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from expectations including, but not limited to, Salem's ability to close and integrate announced transactions, competition in the radio broadcast, publishing and Internet industries and from new technologies; Salem's funding needs and financing sources; market acceptance of recently launched music formats and adverse economic conditions. These risks as well as other risks and uncertainties are detailed from time to time in Salem's reports on Forms 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission. Forward-looking statements made in this report speak as of the date hereof. The company undertakes no obligation to update or revise any forward-looking statements made in this report. Any such forward-looking statements, whether made in this report or elsewhere, should be considered in context with the various disclosures made by Salem about its business. These projections or forward-looking statements fall under the safe harbors of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended.

     The following information and the exhibits relating thereto are furnished pursuant to Item 9 and Item 12 of this Current Report on Form 8-K. On April 7, 2003, Salem Communications Corporation issued a press release regarding its projected results of operations for the fiscal quarter ended March 31, 2003 and the amendment of its credit facility, including certain debt covenants and financial ratio tests. A copy of the amendment and the press release is attached hereto as Exhibits 4.24 and 99.1, respectively.

     * The information furnished under Item 9 and Item 12 of this Current Report on Form 8-K, including Exhibits 4.24 and 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

2

SIGNATURE

       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 thereunto duly authorized.

3

EXHIBIT INDEX

4

EXHIBIT 4.24

SALEM COMMUNICATIONS HOLDING CORPORATION

AMENDMENT NO. 4

         AMENDMENT  NO. 4 (this  “Amendment”),  dated as of March 28,  2003,  to the Fourth  Amended  and  Restated
Credit Agreement,  dated as of June 15, 2001, by and among SALEM  COMMUNICATIONS  HOLDING  CORPORATION,  a Delaware
corporation (the  “Borrower”),  THE BANK OF NEW YORK, as administrative  agent for the Lenders  thereunder (in such
capacity,  the “Administrative  Agent”),  the other agents party thereto, and the Lenders party thereto, as amended
by Amendment No. 1, dated as of December 27, 2001,  Amendment No. 2, dated as of April 30, 2002,  and Amendment No.
3, dated as of December 13, 2002 (the “Credit Agreement”).

                                                          RECITALS

I.       Except as otherwise  provided  herein,  capitalized  terms used herein which are not defined  herein shall
have the meanings set forth in the Credit Agreement.

II.      The  Borrower has  requested  that the  Administrative  Agent and the  Required  Lenders  amend the Credit
Agreement upon the terms and conditions  contained herein,  and the  Administrative  Agent and the Required Lenders
are willing to do so.

         Accordingly,  in consideration of the covenants,  conditions and agreements hereinafter set forth, and for
other good and valuable consideration,  the receipt and adequacy of which are hereby acknowledged,  and pursuant to
Section 11.1 of the Credit Agreement, the parties hereto agree as follows:

         1.       The definition of “Interest Expense” is amended to add the following at the end thereof:

                  Solely for purposes of calculating the ratio of Consolidated  Annual  Operating
                  Cash Flow to Interest  Expense for  purposes of Section 6.3,  Interest  Expense
                  shall be adjusted to reflect the refinance of the 1997  Subordinated  Indenture
                  Notes with the  proceeds of the  Refinancing  Subordinated  Indenture  Notes by
                  subtracting  from  Interest  Expense  for each of the four  consecutive  fiscal
                  quarter periods ending on the following dates the following amounts:

                  ====================================== =================================
                                  Date                                Amount
                  -------------------------------------- ---------------------------------
                  March 31, 2003                                    $2,183,333
                  -------------------------------------- ---------------------------------
                  -------------------------------------- ---------------------------------
                  June 30, 2003                                     $1,745,833
                  -------------------------------------- ---------------------------------
                  -------------------------------------- ---------------------------------
                  September 30, 2003                                $1,308,333
                  -------------------------------------- ---------------------------------
                  -------------------------------------- ---------------------------------
                  December 31, 2003                                  $701,667
                  -------------------------------------- ---------------------------------

         2.       Section 6.1(b) of the Credit  Agreement is amended by amending and restating the chart  appearing
therein to read as follows:

====================================================================== ====================
                               Period                                         Ratio
---------------------------------------------------------------------- --------------------
2001 Subordinated Indenture Issuance Date through December 30, 2001         6.50:1.00
---------------------------------------------------------------------- --------------------
---------------------------------------------------------------------- --------------------
December 31, 2001 to but excluding the KFIS Acquisition Date                6.75:1.00
---------------------------------------------------------------------- --------------------
---------------------------------------------------------------------- --------------------
KFIS Acquisition Date through December 30, 2002                             7.25:1.00
---------------------------------------------------------------------- --------------------
---------------------------------------------------------------------- --------------------
December 31, 2002 through September 29, 2003                                7.00:1.00
---------------------------------------------------------------------- --------------------
---------------------------------------------------------------------- --------------------
September 30, 2003 through December 30, 2003                                6.75:1.00
---------------------------------------------------------------------- --------------------
---------------------------------------------------------------------- --------------------
December 31, 2003 through March 30, 2004                                    6.50:1.00
---------------------------------------------------------------------- --------------------
---------------------------------------------------------------------- --------------------
March 31, 2004 through June 29, 2004                                        6.00:1.00
---------------------------------------------------------------------- --------------------
---------------------------------------------------------------------- --------------------
June 30, 2004 through December 30, 2004                                     5.75:1.00
---------------------------------------------------------------------- --------------------
---------------------------------------------------------------------- --------------------
December 31, 2004 through December 30, 2005                                 5.25:1.00
---------------------------------------------------------------------- --------------------
---------------------------------------------------------------------- --------------------
December 31, 2005 through December 30, 2006                                 4.75:1.00
---------------------------------------------------------------------- --------------------
---------------------------------------------------------------------- --------------------
December 31, 2006 and thereafter                                            4.25:1.00
====================================================================== ====================


         3.       Paragraphs 1 and 2 of this Amendment shall not become effective until:

                           (a)      The  Administrative  Agent shall have  received  counterparts  of this
                  Amendment duly executed by the Borrower,  the Guarantors,  the Administrative  Agent and
                  the Required Lenders;

                           (b)      The  Borrower  shall have paid all fees and  expenses  required  to be
                  paid in connection with the effectiveness of this Amendment.

         4.       In all other respects the Credit  Agreement and other Loan  Documents  shall remain in full force
and effect.

         5.       In order to induce the  Administrative  Agent and the  Required  Lenders to execute  and  deliver
this  Amendment,  the Borrower and the  Guarantors  each (a) certifies  that,  immediately  before and after giving
effect to this  Amendment,  all  representations  and  warranties  contained in the Loan Documents to which it is a
party  shall be true and  correct  in all  respects  with  the same  effect  as  though  such  representations  and
warranties had been made on the date hereof,  except as the context  otherwise  requires or as otherwise  permitted
by the Loan Documents or this  Amendment,  (b) certifies that,  immediately  before and after giving effect to this
Amendment,  no Default or Event of Default shall exist under the Loan Documents,  as amended, and (c) agrees to pay
all of the reasonable fees and  disbursements  of counsel to the  Administrative  Agent incurred in connection with
the preparation, negotiation and closing of this Amendment.

         6.       Each of the Borrower and the  Guarantors  (a) reaffirms  and admits the validity,  enforceability
and  continuing  effect of all Loan  Documents  to which it is a party,  and its  obligations  thereunder,  and (b)
agrees  and  admits  that  as of the  date  hereof  it has no  valid  defenses  to or  offsets  against  any of its
obligations to any Credit Party under any Loan Document to which it is a party.

         7.       This  Amendment  may be  executed  in  any  number  of  separate  counterparts  and  all of  said
counterparts  taken together shall be deemed to constitute one and the same document.  It shall not be necessary in
making  proof of this  Amendment  to  produce or account  for more than one  counterpart  signed by the party to be
charged.

         8.       This Amendment shall be governed by, and construed and  interpreted in accordance  with, the laws
of the State of New York, without regard to principles of conflict of laws.

         9.       The parties have caused this Amendment to be duly executed as of the date first written above.

                                             [signature pages follow]

                                SALEM COMMUNICATIONS CORPORATION
                                ATEP RADIO, INC.
                                BISON MEDIA, INC.
                                CARON BROADCASTING, INC.
                                CCM COMMUNICATIONS, INC.
                                COMMON GROUND BROADCASTING, INC.
                                GOLDEN GATE BROADCASTING COMPANY, INC.
                                INSPIRATION MEDIA, INC.
                                KINGDOM DIRECT, INC.
                                NEW ENGLAND CONTINENTAL MEDIA, INC.
                                NEW INSPIRATION BROADCASTING COMPANY, INC.
                                PENNSYLVANIA MEDIA ASSOCIATES, INC.
                                RADIO 1210, INC.
                                REACH SATELLITE NETWORK, INC.
                                SALEM COMMUNICATIONS ACQUISITION CORPORATION
                                SALEM MEDIA CORPORATION
                                SALEM MEDIA OF COLORADO, INC.
                                SALEM MEDIA OF GEORGIA, INC.
                                SALEM MEDIA OF HAWAII, INC.
                                SALEM MEDIA OF KENTUCKY, INC.
                                SALEM MEDIA OF OHIO, INC.
                                SALEM MEDIA OF OREGON, INC.
                                SALEM MEDIA OF PENNSYLVANIA, INC.
                                SALEM MEDIA OF VIRGINIA, INC.
                                SALEM MEDIA OF TEXAS, INC.
                                SALEM MUSIC NETWORK, INC.
                                SALEM RADIO NETWORK INCORPORATED
                                SALEM RADIO OPERATIONS - PENNSYLVANIA, INC.
                                SALEM RADIO PROPERTIES, INC.
                                SALEM RADIO REPRESENTATIVES, INC.
                                SCA LICENSE CORPORATION
                                SCA-PALO ALTO, LLC
                                SOUTH TEXAS BROADCASTING, INC.
                                SRN NEWS NETWORK, INC.
                                VISTA BROADCASTING, INC.