FORM 10-Q


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                QUARTERLY REPORT PURSUANT TO SECTION 13 AND 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


  For the quarter ended September 30, 1999        Commission file number 1-9645


                       CLEAR CHANNEL COMMUNICATIONS, INC.

             (Exact name of registrant as specified in its charter)


            Texas                                        74-1787539
  (State of Incorporation)                 (I.R.S. Employer Identification No.)



                          200 Concord Plaza, Suite 600
                          San Antonio, Texas 78216-6940
                                 (210) 822-2828

                          (Address and telephone number
                         of principal executive offices)



         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the preceding 12 months (or for shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes __x__ No _____

   Indicate  the  number of shares  outstanding  of each  class of the  issuers
classes of common stock, as of the latest practicable date.



            Class                           Outstanding at November 12, 1999
- - - - - - - - - - - - - - -        - - - - - - - - - - -  - - - - - - - - - -
Common Stock, $.10 par value                         338,499,925




CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES INDEX Page No. - - - - - - - Part I -- Financial Information Item 1. Unaudited Financial Statements Consolidated Balance Sheets at September 30, 1999 and December 31, 1998 3 Consolidated Statements of Operations for the nine and three months ended September 30, 1999 and 1998 5 Consolidated Statements of Cash Flows for the nine months ended September 30, 1999 and 1998 6 Notes to Consolidated Financial Statements 8 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations 12 Item 3. Quantitative and Qualitative Disclosures About Market Risk 19 Part II -- Other Information Item 6. Exhibits and reports on Form 8-K 20 (a) Exhibits (b) Reports on Form 8-K Signatures 20 Index to Exhibits 21 Page 2 of 25

PART I Item 1. UNAUDITED FINANCIAL STATEMENTS CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ASSETS (In thousands of dollars) <TABLE> <CAPTION> September 30, December 31, 1999 1998 (Unaudited) (*) Current Assets <S> <C> <C> Cash and cash equivalents $ 82,678 $ 36,498 Income tax receivable 6,083 -- Accounts receivable, less allowance of $34,046 at September 30, 1999 and $13,508 at December 31, 1998 686,684 307,372 Other current assets 154,262 66,090 --------------- ------------- Total Current Assets 929,707 409,960 Property, Plant and Equipment Land, buildings and improvements 301,059 158,089 Structures and site leases 1,828,730 1,627,704 Transmitter and studio equipment 441,466 235,099 Furniture and other equipment 151,659 101,681 Construction in progress 104,927 52,038 --------------- ------------- 2,827,841 2,174,611 Less accumulated depreciation (412,911) (258,824) --------------- -------------- 2,414,930 1,915,787 Intangible Assets Contracts 746,567 393,748 Licenses and goodwill 11,810,385 4,223,432 Other intangible assets 78,919 89,577 --------------- ------------- 12,635,871 4,706,757 Less accumulated amortization (603,457) (315,275) --------------- ------------- 12,032,414 4,391,482 Other Assets Restricted cash 113,470 -- Notes receivable 53,675 53,675 Investments in, and advances to, nonconsolidated affiliates 353,374 324,835 Other assets 230,906 109,269 Other investments 313,414 334,910 --------------- ------------- Total Assets $ 16,441,890 $ 7,539,918 =============== ============= * From audited financial statements </TABLE> See Notes to Consolidated Financial Statements Page 3 of 25

CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS LIABILITIES AND SHAREHOLDERS EQUITY (In thousands of dollars) <TABLE> <CAPTION> September 30, December 31, 1999 1998 (Unaudited) (*) Current Liabilities <S> <C> <C> Accounts payable and accrued expenses $ 555,849 $ 209,173 Accrued interest 7,029 13,168 Accrued income taxes -- 4,554 Current portion of long-term debt 40,351 7,964 Other current liabilities 71,861 23,285 --------------- ------------- Total Current Liabilities 675,090 258,144 Long-term debt 3,917,442 2,323,643 Liquid Yield Option Notes 487,093 -- Deferred income taxes 1,238,768 383,564 Other long-term liabilities 171,844 75,533 Minority interest 19,554 15,605 Shareholders Equity Common stock 33,848 26,370 Additional paid-in capital 9,239,112 4,067,297 Common stock warrants 253,428 -- Retained earnings 318,950 223,662 Other (4,008) 6,888 Unrealized gain on investments 91,481 161,185 Cost of shares held in treasury (712) (1,973) --------------- ------------- Total shareholders equity 9,932,099 4,483,429 --- --------------- ------------- Total Liabilities and Shareholders Equity $ 16,441,890 $ 7,539,918 =============== ============= * From audited financial statements </TABLE> See Notes to Consolidated Financial Statements Page 4 of 25

CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (In thousands of dollars, except per share data) <TABLE> <CAPTION> Nine Months Ended Three Months Ended September 30, September 30, 1999 1998 1999 1998 --------- --------- ---------- -------- <S> <C> <C> <C> <C> Gross revenue $ 2,005,591 $ 1,025,407 $ 887,854 $ 434,597 Less: agency commissions 214,956 115,852 91,697 48,712 ------------ ----------- ---------- ----------- Net revenue 1,790,635 909,555 796,157 385,885 Operating expenses 1,097,171 517,562 495,800 228,220 Depreciation and amortization 473,654 201,422 208,627 87,982 Corporate expenses 44,585 25,739 16,254 11,960 ------------ ----------- ---------- ----------- Operating income 175,225 164,832 75,476 57,723 Interest expense 132,932 94,555 54,090 40,822 Gain on sale of stations 136,925 - - - Other income (expense) - net 15,874 13,416 907 3,218 ------------ ----------- ---------- ----------- Income before income taxes 195,092 83,693 22,293 20,119 Income taxes 106,546 48,766 23,695 12,147 ------------ ----------- ---------- ----------- Income (loss) before equity in earnings of nonconsolidated affiliates 88,546 34,927 (1,402) 7,972 Equity in earnings of nonconsolidated affiliates 6,742 10,063 2,925 3,530 ----------- ----------- ---------- ----------- Net income 95,288 44,990 1,523 11,502 Other comprehensive income, net of tax: Foreign currency translation adjustments (8,275) -- 44,671 -- Unrealized gains on securities: Unrealized holding gain (loss) arising during period (54,799) 144,569 (27,159) 125,719 Less: reclassification adjustment for gains included in net income (14,905) (13,681) - (1,453) ------------ ----------- ----------- ------------ Comprehensive income $ 17,309 $ 175,878 $ 19,035 $ 135,768 ============ ============ =========== =========== Net income per common share: Basic $ .31 $ .19 $ .00 $ .05 ============ =========== =========== =========== Diluted $ .31 $ .19 $ .00 $ .05 ============ =========== =========== =========== See Notes to Consolidated Financial Statements </TABLE> Page 5 of 25

CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In thousands of dollars) <TABLE> <CAPTION> Nine Months Ended September 30, September 30, 1999 1998 Cash flows from operating activities: <S> <C> <C> Net income $ 95,288 $ 44,990 Reconciling Items: Depreciation 169,123 86,988 Amortization of intangibles 304,531 114,434 Deferred taxes 64,665 22,983 Amortization of film rights 13,112 12,811 Amortization of deferred financing charges 2,895 -- Amortization of bond premiums (8,758) -- Accretion of note discounts 6,507 -- Payments on film liabilities (12,527) (13,262) (Recognition) deferral of deferred income 3,509 (914) (Gain) loss on disposal of assets (128,953) 4,777 Gain on sale of other investments (22,930) (21,047) Equity (loss) in earnings of nonconsolidated affiliates (2,950) (5,611) Payments from nonconsolidated affiliates, net 2,193 1,807 Charitable donation of treasury shares 4,102 -- Increase minority interest 1,503 127 Changes in operating assets and liabilities: (Increase) decrease accounts receivable (62,916) (27,989) (Decrease) increase accounts payable, accrued expenses and other (102,633) (13,489) Increase (decrease) accrued interest (6,138) 4,218 Increase (decrease) accrued income and other taxes (10,924) 5,371 ------------ ------------- Net cash provided by operating activities 308,699 216,194 </TABLE> Page 6 of 25

CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In thousands of dollars) <TABLE> <CAPTION> Nine Months Ended September 30, September 30, 1999 1998 Cash flows from investing activities: <S> <C> <C> Increase in restricted cash $ (113,470) $ -- Increase in notes receivable - net -- (18,302) Increase in investments in and advances to nonconsolidated affiliates - net (26,414) (93,020) Purchases of investments (87,103) (42,931) Proceeds from sale of investments 29,659 29,184 Purchases of property, plant and equipment (127,516) (78,876) Proceeds from disposal of assets 211,187 5,692 Acquisition of broadcasting assets (136,655) (204,453) Acquisition of outdoor assets (799,444) (1,047,851) Increase in other intangible assets (5,061) (12,555) (Increase) decrease in other-net (9,219) 24,974 ------------- ------------- Net cash used in investing activities (1,064,036) (1,438,138) Cash flows from financing activities: Proceeds from issuance of long-term debt 1,880,338 2,130,143 Payments on long-term debt (1,667,939) (2,035,236) Payments of current maturities of long-term debt (3,528) (586) Proceeds from exercise of stock options 79,729 7,899 Proceeds from issuance of common stock 512,917 577,250 Proceeds from issuance of convertible debt -- 566,009 ------------ ------------ Net cash provided by financing activities 801,517 1,245,479 Net increase in cash and cash equivalents 46,180 23,535 Cash and cash equivalents at beginning of period 36,498 24,657 ------------- ------------ Cash and cash equivalents at end of period $ 82,678 $ 48,192 ============= ============ See Notes to Consolidated Financial Statements Page 7 of 25 </TABLE>

CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Note 1: PREPARATION OF INTERIM FINANCIAL STATEMENTS The consolidated financial statements have been prepared by Clear Channel Communications, Inc. (the Company) pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) and, in the opinion of management, include all adjustments (consisting only of normal recurring accruals and adjustments necessary for adoption of new accounting standards) necessary to present fairly the results of the interim periods shown. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such SEC rules and regulations. Management believes that the disclosures made are adequate to make the information presented not misleading. The results for the interim periods are not necessarily indicative of results for the full year. The financial statements contained herein should be read in conjunction with the consolidated financial statements and notes thereto included in the Companys 1998 Annual Report on Form 10-K. The consolidated financial statements include the accounts of the Company and its subsidiaries, the majority of which are wholly-owned. Investments in companies in which the Company owns 20 percent to 50 percent of the voting common stock or otherwise exercises significant influence over operating and financial policies of the company are accounted for under the equity method. All significant intercompany transactions are eliminated in the consolidation process. Certain reclassifications have been made to the 1998 consolidated financial statements to conform to the 1999 presentation. Note 2: RECENT ACCOUNTING PRONOUNCEMENTS In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133 Accounting for Derivative Instruments and Hedging Activities. Statement 133 establishes new rules for the recognition and measurement of derivatives and hedging activities. Statement 133 is amended by Statement 137 Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB Statement No. 133, and is effective for years beginning after June 15, 2000. The Company plans to adopt this statement in fiscal year 2001. Management does not believe adoption of this statement will materially impact the Companys financial position or results of operations. Note 3: RECENT DEVELOPMENTS On October 2, 1999, the Company entered into a definitive agreement to merge with AMFM Inc. (AMFM). This merger will create the worlds largest out-of-home media entity. After anticipated divestitures required to gain regulatory approval, the combined company will own or program approximately 830 domestic radio stations. This merger is structured as a tax-free, stock-for-stock transaction. Each share of AMFM common stock will be exchanged for 0.94 shares of the Companys common stock, valuing the merger at approximately $17.1 billion plus the assumption of AMFMs debt. Consummation of this merger, which is subject to regulatory approval and various closing conditions, is expected during the second half of 2000. On July 1, 1999 the Company closed its merger with Dame Media, Inc. (Dame Media). Pursuant to the terms of the agreement, the Company exchanged approximately 954.1 thousand shares of its common stock for 100% of the outstanding stock of Dame Media. In addition the Company assumed $32.7 million of long term debt, which was immediately refinanced utilizing the domestic credit facility. Dame Medias operations include 21 radio stations in 5 markets located in New York and Pennsylvania. The Company consolidated the assets and liabilities of Dame Media as of September 30, 1999 and began consolidating the results of operations on July 1, 1999. On June 11, 1999 the Company acquired a 50.5% equity interest in Dauphin OTA, (Dauphin) a French company engaged in outdoor advertising. In August 1999 the Company completed its tender offer for all the remaining shares outstanding. At the date of this report, over 99% of the shares have been surrendered for an aggregate cost of approximately $461.7 million. Dauphins operations include approximately 103,000 outdoor advertising display faces in France, Spain, Italy, and Belgium. This acquisition is being accounted for as a purchase with resulting goodwill of approximately $438.9 million, which is being amortized over 25 years on a straight-line basis. The purchase price allocation is preliminary pending completion of appraisals and other fair value analysis of assets and liabilities. The Company consolidated the assets and liabilities of Dauphin as of June 30, 1999 and began consolidating the results of operations on July 1, 1999.

On May 4, 1999, the Company closed its merger with Jacor Communications, Inc. (Jacor). Pursuant to the terms of the agreement, each share of Jacor common stock was exchanged for 1.1573151 shares of the Companys common stock or approximately 60.9 million shares valued at $4.2 billion. In addition, the Company assumed approximately $1.4 billion of Jacors long-term debt, as well as Jacors Liquid Yield Option Notes with an accreted value of approximately $309.4 million. Jacor options and stock appreciation rights outstanding at the time of the merger are exercisable for approximately 3.7 million shares of the Companys common stock. In addition, Jacor common stock purchase warrants and Liquid Yield Option Notes are exercisable or convertible into approximately 12.6 million shares of the Companys common stock. The Company refinanced $850.0 million of Jacors long-term debt at the closing of the merger using the Companys credit facility. Subsequent to the merger, the Company tendered an additional $22.1 million of Jacors long-term debt. Included in the purchase price of Jacor is $83 million of restricted cash related to the disposition of Jacor assets in connection with the merger. This merger has been accounted for as a purchase with resulting goodwill of approximately $3.3 billion, which is being amortized over 25 years on a straight-line basis. This purchase price allocation is preliminary pending completion of appraisals and other fair value analysis of assets and liabilities. The results of operations of Jacor have been included in the Companys financial statements beginning May 4, 1999. In addition, the Company swapped assets valued at $35 million in a transaction with a third party in order to comply with governmental directives regarding the Jacor merger. The Company also divested certain assets in connection with the Jacor merger and governmental directives resulting in a gain on sale of stations of $136.9 million and an increase in income tax expense (at the Companys statutory rate of 38%) of $52.0 million in the second quarter of 1999. The Company anticipates deferring the majority of this tax expense based on its ability to replace the stations sold with qualified assets. The proceeds from divestitures are being held in restricted trusts until suitable replacement properties are identified. The following table details the reconciliation of divestiture and acquisition activity in the restricted trust accounts. In thousands of dollars Restricted cash resulting from Clear Channel divestitures $ 201,500 Restricted cash purchased in Jacor Merger 83,000 Restricted cash from disposition of assets held in trust 4,300 Restricted cash used in acquisitions (177,872) Other changes to restricted cash 2,542 --------- Restricted cash balance at September 30, 1999 $ 113,470 The results of operations for the nine month periods ending September 30, 1999 and 1998 include the operations of Universal Outdoor Holding, Inc. (Universal), More Group Plc. (More Group), Jacor, Dauphin and Dame Media from the respective dates of acquisition or merger as appropriate. Assuming the mergers and acquisitions of Universal, More Group, Jacor, Dauphin and Dame Media had occurred at January 1, 1998, unaudited pro forma consolidated results of operations for the nine months ended September 30, 1999 and 1998 would have been as follows: Page 8 of 25

Pro Forma (Unaudited) Nine Months Ended September 30 In thousands, except per share data 1999 1998 ---- ---- Net revenue $ 2,195,115 $ 1,837,938 Net income (loss) $ 117,476 $ (101,072) Net income (loss) per share: Basic $ .34 $ (.31) Diluted $ .33 $ (.31) The pro forma information above is presented in response to applicable accounting rules relating to business acquisitions and is not necessarily indicative of the actual results that would have been achieved had the mergers and acquisitions of Universal, More Group, Jacor, Dauphin and Dame Media occurred at the beginning of 1998, nor is it indicative of future results of operations. The Company had other acquisitions during the first nine months of 1999 and during 1998, the effects of which, individually and in the aggregate, were not material to the Companys consolidated financial position or results of operations. On January 21, 1999 the Company completed an equity offering of 1,725,000 shares of common stock. The net proceeds to the Company of $80.2 million were used to reduce the outstanding balance on the Companys credit facility. To facilitate possible future acquisitions as well as public offerings, the Company filed a registration statement on Form S-3 on April 12, 1999 covering a combined $2 billion of debt securities, junior subordinated debt securities, preferred stock, common stock, warrants, stock purchase contracts and stock purchase units (the shelf registration statement). The shelf registration statement also covers preferred securities that may be issued from time to time by the Companys three Delaware statutory business trusts and guarantees of such preferred securities by the Company. On May 20, 1999 and June 23, 1999 the Company completed equity offerings of 4,997,457 shares and 1,325,300 shares of common stock, respectively. The net proceeds to the Company of $342.6 million and $90.1 million were used to reduce the outstanding balance on the Companys credit facility. On November 12, 1999 the Company launched a tender offer for any and all of its 10.125% Senior Subordinated Notes due June 15, 2006; 9.75% Senior Subordinated Notes due December 15, 2006; 8.75% Senior Subordinated Notes due June 15, 2007; and 8.0% Senior Subordinated Notes due February 15, 2010. The tender offer expires at 11:59 p.m. EST on December 10, 1999. Page 9 of 25

Note 4 SEGMENT DATA <TABLE> <CAPTION> In thousands of dollars Nine Months Ended Three Months Ended September 30, September 30, September 30, September 30, 1999 1998 1999 1998 -------- --------- --------- -------- Net revenue <S> <C> <C> <C> <C> Broadcasting $ 946,988 $ 462,461 $ 447,652 $ 159,315 Outdoor 843,647 447,094 348,505 226,570 ------------ ----------- ------------ ----------- Consolidated $ 1,790,635 $ 909,555 $ 796,157 $ 385,885 Operating expenses Broadcasting $ 572,467 $ 272,372 $ 273,528 $ 92,442 Outdoor 524,704 245,190 222,272 135,778 ------------ ----------- ------------ ----------- Consolidated $ 1,097,171 $ 517,562 $ 495,800 $ 228,220 Depreciation and Amortization Broadcasting $ 224,758 $ 79,956 $ 119,005 $ 27,509 Outdoor 248,896 121,466 89,622 60,473 ------------ ----------- ------------ ----------- Consolidated $ 473,654 $ 201,422 $ 208,627 $ 87,982 Operating income Broadcasting $ 123,524 $ 96,187 $ 45,098 $ 33,722 Outdoor 51,701 68,645 30,378 24,001 ------------ ----------- ------------ ----------- Consolidated $ 175,225 $ 164,832 $ 75,476 $ 57,723 Total identifiable assets Broadcasting $ 11,593,181 $ 4,243,241 $ 11,593,181 $ 4,243,241 Outdoor 4,848,709 3,018,044 4,848,709 3,018,044 ------------ ----------- ------------ ----------- Consolidated $ 16,441,890 $7,261,285 $ 16,441,890 $ 7,261,285 </TABLE> Net revenue of $346,773 and $172,798 for the nine and three months ended September 30, 1999, respectively, and identifiable assets of $1,242,843 and $730,340 as of September 30, 1999 and 1998, respectively, are included in the data above and were derived from the Companys foreign operations. Page 10 of 25

Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Comparison of Three and Nine Months Ended September 30, 1999 to Three and Nine Months Ended September 30, 1998. <TABLE> <CAPTION> (In thousands of dollars, except per share data) Nine Months As-Reported Pro Forma Ended Sept. 30, % Increase % Increase Consolidated 1999 1998 (Decrease) (Decrease) ------------ ---- ---- ---------- ---------- <S> <C> <C> <C> <C> Net revenue $ 1,790,635 $ 909,555 96.9% 19.4% Operating expenses 1,097,171 517,562 112.0% 18.6% Depreciation and amortization 473,654 201,422 135.2% 25.3% Operating income 175,225 164,832 6.3% 10.5% Interest expense 132,932 94,555 40.6% Net income 95,288 44,990 111.8% Net income per share: Basic $ .31 $ .19 63.2% Diluted $ .31 $ .19 63.2% Three Months As-Reported Pro Forma Ended Sept. 30, % Increase % Increase Consolidated 1999 1998 (Decrease) (Decrease) ------------ ---- ---- ---------- ---------- Net revenue $ 796,157 $ 385,885 106.3% 21.3% Operating expenses 495,800 228,220 117.2% 20.6% Depreciation and amortization 208,627 87,982 137.1% 30.4% Operating income 75,476 57,723 30.8% 11.1% Interest expense 54,090 40,822 32.5% Net income 1,523 11,502 (86.8%) Net income per share: Basic $ .00 $ .05 (100.0%) Diluted $ .00 $ .05 (100.0%) </TABLE> The majority of the growth in the as reported net revenue and operating expenses for the nine months ended September 30, 1999 was due to the acquisitions of Universal Outdoor Holding, Inc. (Universal) in April of 1998, More Group Plc (More Group) in July 1998, Jacor Communications, Inc. (Jacor) in May 1999 and Dame Media, Inc. (Dame Media) and Dauphin OTA (Dauphin) in July 1999. The majority of the growth in the as reported net revenue and operating expenses for the three months ended September 30, 1999 was due to the acquisitions of Jacor in May 1999, Dame Media in July 1999 and Dauphin in August 1999. In addition to the assets acquired through the above listed acquisitions, the Company divested 12 radio stations, acquired 25 radio stations and acquired 58,419 outdoor display faces during the first nine months of 1999, the effects of which, individually and in the aggregate, were not material to the Companys consolidated financial position or results of operations. The majority of the increase in as reported depreciation and amortization was primarily due to the acquisition of the tangible and intangible assets associated with the above-mentioned business combinations. The majority of the increase in operating income for the nine months and three months ended September 30 was due to improved operations during the third quarter for both the broadcasting and outdoor segments, which was partially offset by an increase in depreciation and amortization. Interest expense increased primarily due to an increase in the average amount of debt outstanding, which resulted from the above-mentioned business combinations. The majority of the increase in net income for the nine months ended September 30 was due to a $136.9 million gain realized during the second quarter of 1999 relating to the sale of stations the Company was required to divest by governmental directives regarding the Jacor merger. The majority of the decrease in net income for the three months ended September 30 was due to the increased depreciation and amortization expense associated with the above mentioned business combinations.

Pro forma presentation referred to above assumes the acquisition and/or merger of Universal, More Group, Jacor, Dauphin and Dame Media occurred on January 1, 1998. Pro forma net revenue increased due to improved advertising rates in the broadcasting segment. Excluding the effect of acquisitions made during the last twelve months, the broadcasting segment experienced a 9.1% and 10.3% increase in net revenues during the nine months and three months ended September 30, 1999, respectively, as compared to the same periods in 1998. In addition, improved occupancy, increased advertising rates and other less significant acquisitions within the outdoor segment also contributed to the increase in pro forma net revenue. Pro forma operating expenses increased primarily from the incremental selling costs related to the additional revenues. The majority of the increase in pro forma operating income was due to improved operations within the broadcasting segment. Excluding the effect of acquisitions made during the last twelve months, the broadcasting segment experienced a 14.4% and 17.6% increase in operating income during the nine months and three months ended September 30, 1999, respectively, as compared to the same periods of 1998. Liquidity and Capital Resources The major sources of capital for the Company have been cash flow from operations, advances on its revolving long-term line of credit (the credit facility), and funds provided by various equity and debt offerings, and other borrowings. As of September 30, 1999 and December 31, 1998, the Company had the following debt outstanding: <TABLE> <CAPTION> (In millions of dollars) September 30, 1999 December 31, 1998 <S> <C> <C> Credit facility - domestic $ 1,818.8 $ 1,007.5 Credit facility - multi-currency 245.0 -- Credit facility - international 110.8 103.7 Senior convertible notes 575.0 575.0 Liquid Yield Option Notes 487.1 -- Long-term bonds 1,145.5 600.0 Other borrowings 62.7 45.4 ---------- ---------- Total $ 4,444.9 $ 2,331.6 ========== ========== </TABLE> In addition, the Company had $82.7 million in unrestricted cash and cash equivalents on hand at September 30, 1999. The Company also had $113.5 million in restricted cash on hand at September 30, 1999. This cash is restricted for use in connection with the acquisition of replacement properties as a result of the Jacor merger. On April 12, 1999 the Company filed a registration statement on Form S-3 covering a combined $2 billion of debt securities, junior subordinated debt securities, preferred stock, common stock, warrants, stock purchase contracts and stock purchase units (the shelf registration statement). The shelf registration statement also covers preferred securities that may be issued from time to time by the Companys three Delaware statutory business trusts and guarantees of such preferred securities by the Company. Credit Facility: Domestic: The Company has a revolving credit facility for $2 billion, of which $1.8 billion is outstanding and, taking into account other letters of credit, $164.5 million is available for future borrowings. The credit facility converts into a reducing revolving line of credit on the last business day of September 2000, with quarterly repayment of the outstanding principal balance to begin the last business day of September 2000 and continue during the subsequent five year period, with the entire balance to be repaid by the last business day of June 2005. During the first nine months of the year, the Company made principal payments on the credit facility totaling $720.8 million and drew down $1.5 billion.

Multi-Currency: On August 11, 1999 the Company entered into a 364-day multi-currency revolving credit facility for $1 billion. This credit facility matures on August 10, 2000 at which time the Company has the option to convert this facility to a four year term loan. This credit facility allows for borrowings in various foreign currencies, which the Company intends to use to hedge net assets in those currencies. At September 30, 1999, the Company had $245.0 million outstanding and $755.0 million available for future borrowings under this facility. International: The Company has a(pound)100 million, or approximately $164.2 million, revolving credit facility with a group of international banks. This international credit facility allows for borrowings in various foreign currencies, which are used to hedge net assets in those currencies. At September 30, 1999, approximately $53.4 million, was available for future borrowings and $110.8 million, was outstanding. This credit facility converts into a reducing revolving facility on January 10, 2000 with annual payments of(pound)19 million due in 2000 and 2001. The credit facility expires on January 10, 2002. At September 30, 1999, interest rates varied from 3.25% to 7.40%. Liquid Yield Option Notes: The Company assumed Liquid Yield Option Notes (LYONs) as a part of the merger with Jacor. The Company assumed 43/4% LYONs due 2018 and 51/2% LYONs due 2011 with an aggregated fair value of $490.1 million. Each LYON has a principal amount at maturity of $1,000 and is convertible, at the option of the holder, at any time on or prior to maturity, into the Companys common stock at a conversion rate of 7.227 shares per LYON and 15.522 shares per LYON for the 2018 and 2011 issues, respectively. The LYONs aggregated balance at September 30, 1999 was $487.1 million. Long Term Bonds: The Company has various bond issues outstanding. In addition, the Company assumed several issues of senior subordinated notes as part of the merger with Jacor, which are summarized as follows: In millions of dollars <TABLE> <CAPTION> Interest Bond Issue Interest Rate Face Value Fair Value Maturity Date Payment Terms ---------- ------------- ---------- ---------- ------------- ------------- Assumed in Jacor Merger: <S> <C> <C> <C> <C> <C> Senior subordinated notes 10.125% $ 100.0 $107.0 6/15/06 Semi-annual Senior subordinated notes 9.750% 170.0 182.4 12/15/06 Semi-annual Senior subordinated notes 8.750% 150.0 156.2 6/15/07 Semi-annual Senior subordinated notes 8.000% 119.6 124.5 2/15/10 Semi-annual </TABLE> Subsequent to the merger with Jacor, the Company redeemed $22.1 million of the senior subordinated notes. On November 12, 1999 the Company launched a tender offer for any and all of its 10.125% Senior Subordinated Notes due June 15, 2006; 9.75% Senior Subordinated Notes due December 15, 2006; 8.75% Senior Subordinated Notes due June 15, 2007; and 8.0% Senior Subordinated Notes due February 15, 2010. The tender offer expires at 11:59 p.m. EST on December 10, 1999. Equity Offerings: On January 21, 1999 the Company completed an equity offering of 1,725,000 shares of common stock. The net proceeds to the Company of $80.2 million were used to reduce the outstanding balance on the Companys credit facility. On May 20, 1999 and June 23, 1999 the Company completed equity offerings of 4,997,457 shares and 1,325,300 shares of common stock, respectively. The net proceeds to the Company of $342.7 million and $90.1 million were used to reduce the outstanding balance on the Companys credit facility. Jacor Purchase: On May 4, 1999, the Company closed its merger with Jacor. Pursuant to the terms of the agreement, each share of Jacor common stock was exchanged for 1.1573151 shares of the Companys common stock or approximately 60.9 million shares valued at $4.2 billion. In addition, the Company assumed approximately $1.4 billion of Jacors long-term debt, as well as Jacors Liquid Yield Option Notes with an accreted value of approximately $309.4 million. Jacor options and stock appreciation rights outstanding at the time of the merger are exercisable for approximately 3.7 million shares of the Companys common stock. In addition, Jacor common stock purchase warrants and Liquid Yield Option Notes are exercisable or convertible into approximately 12.6 million shares of the Companys common stock. The Company refinanced $850.0 million of Jacors long-term debt at the closing of the merger using the Companys credit facility. Subsequent to the merger, the Company tendered an additional $22.1 million of Jacors long-term debt. Included in the purchase price of Jacor is $83 million of restricted cash related to the disposition of Jacor assets in connection with the merger.

Dame Media Purchase: On July 1, 1999 the Company closed its merger with Dame Media. Pursuant to the terms of the agreement, the Company exchanged approximately 954.1 thousand shares of its common stock for 100% of the outstanding stock of Dame Media. In addition the Company assumed $32.7 million of long term debt, which was immediately refinanced utilizing the domestic credit facility. Dauphin Purchase: On June 11, 1999 the Company acquired a 50.5% equity interest in Dauphin a French company engaged in outdoor advertising. In August 1999 the Company completed its tender offer for all the remaining shares outstanding. At the date of this report, over 99% of the shares have been surrendered for an aggregate cost of approximately $461.7 million. Other: During the first nine months of 1999, in addition to the acquisitions of Jacor and Dame Media, the Company divested the broadcasting assets of 12 radio stations in 3 markets receiving proceeds of $205.8 million in connection with Jacor merger and governmental directives. The proceeds from these divestitures are being held in restricted trusts until suitable replacement properties can be identified and purchased. The following table details the reconciliation of the divestiture and acquisition activity in the restricted trust accounts. In thousands of dollars Restricted cash resulting from Clear Channel divestitures $ 201,500 Restricted cash purchased in Jacor Merger 83,000 Restricted cash from disposition of assets held in trust 4,300 Restricted cash used in acquisitions (177,872) Other changes in restricted cash 2,542 ---------- Restricted cash balance at September 30, 1999 $ 113,470 The Clear Channel and Jacor divestiture proceeds have been used to purchase the broadcasting assets of 16 radio stations in 8 domestic markets. In addition to the above mentioned broadcast acquisitions, the Company has purchased the broadcasting assets of 7 radio stations in 3 domestic markets and 2 radio stations in 2 international markets. In addition to the acquisition of Dauphin, the Company has acquired approximately 779 additional outdoor faces in 23 domestic markets, 1,375 display faces located in malls throughout the U.S. and 56,265 additional display faces in 9 international markets for a total of $337.7 million. In addition, the Company purchased capital equipment totaling $127.5 million. Future acquisitions of broadcasting stations, outdoor advertising facilities and other media-related properties affected in connection with the implementation of the Companys acquisition strategy are expected to be financed from increased borrowings under the credit facility, additional public equity and debt offerings and cash flow from operations. The Company believes that cash flow from operations as well as the proceeds from securities offerings made by the Company from time to time will be sufficient to make all required future interest and principal payments on the credit facility, senior convertible notes and bonds, and will be sufficient to fund all anticipated capital expenditures.

The ratio of earnings to fixed charges is as follows: 9 Months ended September 30, Year Ended ------------------ --------------------------------------------------- 1999 1998 1998 1997 1996 1995 1994 ---- ---- ---- ---- ---- ---- ---- 2.32 1.91 1.83 2.32 3.63 3.32 5.54 The ratio of earnings to fixed charges has been computed on a total enterprise basis. Earnings represent income from continuing operations before income taxes less equity in undistributed net income (loss) of unconsolidated affiliates plus fixed charges. Fixed charges represent interest, amortization of debt discount and expense, and the estimated interest portion of rental charges. The Company had no Preferred Stock outstanding and paid no dividends thereon for any period presented. Year 2000 The Year 2000 Issue is the result of computer programs being written using two digits rather than four to define the applicable year. Any of the Company programs or hardware that have date-sensitive software or embedded chips may recognize a date using 00 as the year 1900 rather than the year 2000. This could cause a system failure or miscalculations in the Companys broadcasting, outdoor and corporate locations which could cause disruptions of operations, including, among other things, a temporary inability to produce broadcast signals, process financial transactions, or engage in similar normal business activities. Based on system evaluations, surveys, and on-site inventories, the Company determined that it would be required to modify or replace portions of its software and certain hardware so that those systems will properly utilize dates beyond December 31, 1999. The Company presently believes that with modifications or replacements of existing software and certain hardware, the Year 2000 issue can be mitigated. If such modifications and replacements are not made, or are not completed in time, the Year 2000 issue could have a material impact on the Companys operations. The Year 2000 issue involves the identification and assessment of the existing problem, plan of remediation, as well as a testing and implementation plan. To date, the Company has completed the identification and assessment process and substantially completed the remediation, testing and implementation process, with the following significant financial and operational components identified as being affected by the Year 2000 issue: Computer hardware running critical financial accounting and information system software that is not capable of recognizing a four-digit code for the applicable year. Advertising inventory management software responsible for managing, scheduling and billing customers broadcasting and outdoor advertising purchases. Broadcasting studio equipment and software necessary to deliver radio and television programming. Significant non-technical systems and equipment that may contain micro controllers which are not Year 2000 compliant. The Company has instituted the following remediation plan to address the Year 2000 issues: A computer hardware replacement plan for computers running essential broadcast, operational and financial software applications with Year 2000 compatible computers has been instituted. As of September 30, 1999, approximately 90% of all essential computers related to broadcast or studio equipment, one hundred percent (100%) of all essential financial based computers and 98% of all advertising inventory management software was Year 2000 compatible. Furthermore, the Company has received assurances from its software vendors, with a few minor exceptions, that supply its advertising inventory management software, that their software is Year 2000 compliant. For those non-compliant vendors, the Company has installed inventory management software from a compliant vendor. All of the outdoor advertising inventory management software is currently being upgraded and has received manufacturer assurances that it is Year 2000 compliant. The Company expects that remaining remediation for advertising inventory management will be complete by December 31, 1999.

The Company has received assurances from its software vendors that supply broadcasting digital automation systems that the software used by the Company is currently compliant or has upgrades currently available that are compliant. Broadcast software and studio equipment was considered to be 93% compliant as of September 30, 1999 and is anticipated to be 100% compliant by December 31, 1999. Financial accounting software for the broadcasting segment has been replaced and is Year 2000 compliant. Financial accounting software for the outdoor segment has been upgraded to be Year 2000 compliant. The Company believes its efforts will provide a reasonable assurance that material disruptions will not occur due to internal failure. However, disruptions could occur as a result of failures by external agents (third parties) with which the Company does business, specifically, telecommunication companies and utilities. Interruption of such services, in managements view, could materially impact the operation of the Company. The Company continues to survey these external agents to their state of Year 2000 readiness, but has no means of ensuring that external agents will be Year 2000 ready. Furthermore, the Companys international operations may be impacted directly or through adverse general economic conditions in countries whose core infrastructures such as energy, water, telecommunications and transportation are affected by the Year 2000 issue. The Senate Special Committee on the Year 2000 Technology Problem issued The 100 Day Report, September 22, 1999, that included a list of countries assessed as having a high risk of Y2K-related failures. The countries identified as posing extreme risk by the International Monitoring consultancy and the Special Committee in which the Company has operations are: Russia, Italy and Taiwan. The effect of non-compliance by external agents or by non-compliant infrastructures in foreign countries is undeterminable. Therefore, the Company cannot provide any assurance that there will not be an effect on the Companys business, financial condition, cash flows and operations due to the Year 2000 issue. In the ordinary course of business, the Company acquired a significant amount of Year 2000 compliant hardware and software. These purchases are part of specific operational and financial system enhancements with completion dates during 1998 and 1999 and were planned without specific regard to the Year 2000 issue. These system enhancements resolve many Year 2000 problems and have not been delayed as a result of any additional efforts addressing the Year 2000 issue. Accordingly, these costs have not been included as part of the costs of Year 2000 remediation. However, there are several hardware and software expenditures that have been or will be incurred to specifically remediate Year 2000 non-compliance. Incremental hardware and software costs that the Company has attributed to the Year 2000 issue are estimated at $4,000,000 plus or minus 10%. Of this cost, approximately 15% will be expensed as modification or upgrade costs with the remaining costs being capitalized as new hardware or software. As of September 30, 1999, approximately $490,000 has been charged to expense and $3,500,000 capitalized as a result of expenditures. Sources of funds for these expenditures have been supplied through cash flow generated from operations and/or available borrowings from the Companys credit facility. The Companys accounting policy is to expense costs incurred due to maintenance, modification or upgrade costs and to capitalize the cost of new hardware and software. The Company believes it has an effective program in place to resolve the Year 2000 issue in a timely manner. In the event that the Company does not complete the remaining phases of its Year 2000 plan, it could experience disruptions in its operations, including among other things, a temporary inability to produce broadcast signals, process financial transactions, or engage in similar normal business activities. In addition, disruptions in the economy generally resulting from the Year 2000 issues could also materially adversely affect the Company. The Company could be subject to litigation for computer systems failures, equipment shutdowns or failure to properly date business records. The amount of potential liability and lost revenue cannot be reasonably estimated. The Company has contingency plans for certain critical applications in sites deemed significant to operations. These contingency plans involve, among other actions, manual work around for on-air and financial systems, a store of Year 2000 compliant computers available for rapid deployment, backup generators at key broadcast and transmitter sites and staffing strategies to affect such contingency plans.

Risks Regarding Forward Looking Statements Except for the historical information, this report contains various forward-looking statements which represent the Companys expectations or beliefs concerning future events, including the future levels of cash flow from operations. The Company cautions that these forward-looking statements involve a number of risks and uncertainties and are subject to many variables which could have an adverse effect upon the Companys financial performance. These variables include economic conditions, the ability of the Company to integrate the operations of Universal, More Group, Jacor, and Dauphin, shifts in population and other demographics, level of competition for advertising dollars, fluctuations in operating costs, technological changes and innovations, changes in labor conditions, changes in governmental regulations and policies, effects from the Year 2000 issue and certain other factors set forth in the Companys SEC filings. Actual results in the future could differ materially from those described in the forward-looking statements. Page 11 of 25

Item 3. Quantitative and Qualitative Disclosures About Market Risk. Interest Rate Risk At September 30, 1999, approximately 49.7% of the Companys long-term debt bears interest at variable rates. Accordingly, the Companys earnings and after tax cash flow are affected by changes in interest rates. Assuming the current level of borrowings at variable rates and assuming a two percentage point change in the first nine months of 1999 average interest rate under these borrowings, it is estimated that the Companys first nine months of 1999 interest expense would have changed by $44.1 million and that the Companys first nine months of 1999 net income would have changed by $28.7 million. In the event of an adverse change in interest rates, management would likely take actions to further mitigate its exposure. However, due to the uncertainty of the actions that would be taken and their possible effects, this analysis assumes no such actions. Further this analysis does not consider the effects of the change in the level of overall economic activity that could exist in such an environment. The Company currently hedges a portion of its outstanding debt with interest rate swap agreements that effectively fix the interest at rates from 4.5% to 8.0% on $688.6 million of its current borrowings. These agreements expire from October 1999 to December 2000. The fair value of these agreements at September 30, 1999 and settlements of interest during the first nine months of 1999 were not material. Equity Price Risk The carrying value of the Companys available-for-sale equity securities is affected by changes in their quoted market prices. It is estimated that a 20% change in the market prices of these securities would change their carrying value at September 30, 1999 by $39.6 million. Foreign Currency The Company has operations in 32 countries throughout Europe and Asia. All foreign operations are measured in their local currencies. As a result, the Companys financial results could be affected by factors such as changes in foreign currency exchange rates or weak economic conditions in the foreign markets in which the Company has operations. To mitigate a portion of the exposure to risk of currency fluctuations throughout Europe and Asia to the British pound, the Company has a natural hedge through borrowings in some other currencies. This hedge position is reviewed monthly. The Company maintains no derivative instruments to mitigate the exposure to translation and/or transaction risk. However, this does not preclude the adoption of specific hedging strategies in the future. The Companys foreign operations reported a loss of $42.4 million for the first nine months of 1999. It is estimated that a 5% change in the value of the U.S. dollar to the British pound would change net income for the first nine months of 1999 by $2.1 million.

Part II -- OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits. See Exhibit Index on Page 21 (b) Reports on Form 8-K Filing Date Items Reported Financial Statements Reported 8-K/A 8/18/99 Item 2. Business None acquisition of Dauphin on 6/11/99. 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 thereunto duly authorized. CLEAR CHANNEL COMMUNICATIONS, INC. November 15, 1999 /s/ Herbert W. Hill, Jr. Herbert W. Hill, Jr. Senior Vice President and Chief Accounting Officer

INDEX TO EXHIBITS Exhibit Number Description 2.1 Agreement and Plan of Merger dated as of October 8, 1998, as amended on November 11, 1998, among Clear Channel Communications, Inc., CCU Merger Sub, Inc. and Jacor Communications, Inc. (incorporated by reference to Annex A to the Companys Registration Statement on Form S-4 (Reg. No. 333-72839) dated February 23, 1999). 2.2 Agreement and Plan of Merger dated October 2, 1999, among Clear Channel Communications, Inc., AMFM Inc., and CCU Merger Sub, Inc. (incorporated by reference to the exhibits of the Companys Current Report on Form 8-K filed on October 5, 1999). 3.1 Current Articles of Incorporation of the Company (incorporated by reference to the exhibits of the Companys Registration Statement on Form S-3 (Reg. No. 333-33371) dated September 9, 1997). 3.2 Second Amended and Restated Bylaws of the Company (incorporated by reference to the exhibits of the Companys Registration Statement on Form S-3 (Reg. No. 333-33371) dated September 9, 1997). 3.3 Amendment to the Companys Articles of Incorporation (incorporated by reference to the exhibits to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 1998). 3.4 Second Amendment to the Companys Articles of Incorporation (incorporated by reference to the exhibits to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 1999). 4.1 Buy-Sell Agreement by and between Clear Channel Communications, Inc., L. Lowry Mays, B. J. McCombs, John M. Schaefer and John W. Barger, dated May 31, 1977 (incorporated by reference to the exhibits of the Companys Registration Statement on Form S-1 (Reg. No. 33-289161) dated April 19, 1984). 4.2 Third Amended and Restated Credit Agreement by and among Clear Channel Communications, Inc., NationsBank of Texas, N.A., as administrative lender, the First National Bank of Boston, as documentation agent, the Bank of Montreal and Toronto Dominion (Texas), Inc., as co-syndication agents, and certain other lenders dated April 10, 1997 (the Credit Facility) (incorporated by reference to the exhibits of the Companys Amendment No. 1 to the Registration Statement on Form S-3 (Reg. No. 333-25497) dated May 9, 1997). 4.3 Senior Indenture dated October 1, 1997, by and between Clear Channel Communications, Inc. and The Bank of New York as Trustee (incorporated by reference to exhibit 4.2 of the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 1997). 4.4 First Supplemental Indenture dated March 30, 1998 to Senior Indenture dated October 1, 1997, by and between the Company and The Bank of New York, as Trustee (incorporated by reference to the exhibits to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 1998). 4.5 Second Supplemental Indenture dated June 16, 1998 to Senior Indenture dated October 1, 1997, by and between Clear Channel Communications, Inc. and the Bank of New York, as Trustee (incorporated by reference to the exhibits to the Companys Current Report on Form 8-K dated August 27, 1998). 4.6 Third Supplemental Indenture dated June 16, 1998 to Senior Indenture dated October 1, 1997, by and between Clear Channel Communications, Inc. and the Bank of New York, as Trustee (incorporated by reference to the exhibits to the Companys Current Report on Form 8-K dated August 27, 1998). 4.7 Credit Agreement by and among Clear Channel Communications, Inc., Bank of America, N.A. as administrative agent, BankBoston, N.A. as documentation agent, the Bank of Montreal and Chase Manhattan Bank, as co-syndication agents, and certain other lenders dated August 11, 1999 (incorporated by reference to the exhibits to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 1998).

10.1 Employment Agreement by and between Clear Channel Communications, Inc. and L. Lowry Mays dated October 1, 1999. 10.2 Employment Agreement by and between Clear Channel Communications, Inc. and Mark P. Mays dated October 1, 1999. 10.3 Employment Agreement by and between Clear Channel Communications, Inc. and Randall T. Mays dated October 1, 1999. 11 Statement re: Computation of Per Share Earnings. 12 Statement re: Computation of Ratios. 27.1 Financial Data Schedule at September 30, 1999 27.2 Financial Data Schedule at September 30, 1998 (incorporated by reference to exhibit 27 of the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 1998).

EXHIBIT 11 - COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>

In thousands of dollars, except per share data

                                                                  Nine months ended
                                                                    September 30,
                                                              1999                1998
Numerator:
  <S>                                                      <C>                <C>
  Net income (loss)                                        $   95,288         $   44,990

  Effect of dilutive securities:
    Eller put/call option agreement                            (2,300)            (2,843)
    Convertible debt                                           11,566              4,905
                                                           ----------         ----------

Numerator for net income per
  common share - diluted                                   $  104,554         $   47,052
                                                           ==========         ==========


Denominator:
  Weighted average common shares                              303,970            231,362

  Effect of dilutive securities:
    Common stock options and warrants                           7,649              4,238
    Eller put/call option agreement                             1,129              1,995
    Convertible debt                                           13,083              6,222
                                                           ----------         ----------

Denominator for net income
  per common share - diluted                                  325,831            243,817
                                                           ----------         ----------

Net income (loss) per common share:
  Basic                                                    $      .31         $      .19
                                                           ==========         ==========

  Diluted                                                  $      .31         $      .19
                                                           ==========         ==========

</TABLE>


EXHIBIT 12 - COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>

                                          9 months ended
                                           September 30,                                            Year Ended
                                        ----------------------                        -----------------------------
                                         1999       1998      1998       1997       1996       1995       1994
                                         ----       ----      ----       ----       ----       ----       ----
Income (loss) before income
<S>                                     <C>        <C>        <C>        <C>        <C>        <C>        <C>
  taxes                                 201,834     93,756    117,922    104,077    71,240     49,817     36,396
Dividends and other received from
  nonconsolidated affiliates              5,800      1,807      9,168      4,624    10,430      1,432          0
                                        -------     ------    -------   --------  --------     ------    -------

Total                                   207,634     95,563    127,090    108,701    81,670     51,249     36,396

            Fixed Charges
Interest expense                        132,932     94,555    135,766     75,076    30,080     20,752      7,669
Amortization of loan fees                 1,553      1,571      2,220      1,451       506      1,004         82
Interest portion of rentals              17,350      8,853     16,044      6,120       424        361        262
                                        -------     ------    -------    -------   -------    -------     ------

Total fixed charges                     151,835    104,979    154,030     82,647    31,010     22,117      8,013

Preferred stock dividends
Tax effect of preferred dividends             0          0          0          0         0          0          0
After tax preferred dividends                 0          0          0          0         0          0          0
                                            ---        ---        ---        ---       ---        ---        ---
Total fixed charges and
  preferred dividends                   151,835    104,979    154,030     82,647    31,010     22,117      8,013

Total earnings available for
 payment of fixed charges               359,469    200,542    281,120    191,348   112,680     73,366     44,409
                                        =======    =======    =======    =======   =======    =======     ======
Ratio of earnings to fixed
  Charges                                  2.37       1.91       1.83       2.32      3.63       3.32       5.54
                                        =======    =======    =======    =======   =======    =======     ======

Rental fees and charges                 216,880    110,659    200,550     76,500     5,299      4,510      3,273
Interest rate                                8%         8%         8%         8%        8%         8%         8%

</TABLE>


EXHIBIT 27.1 - FINANCIAL DATA SCHEDULE

FISCAL-YEAR-END                                    DEC-31-1999
PERIOD-END                                        SEPT-30-1999
CASH                                                  82677982
SECURITIES                                                   0
RECEIVABLES                                          720730354
ALLOWANCES                                            34045876
INVENTORY                                                    0
CURRENT-ASSETS                                       929706846
PP&E                                                2827804917
DEPRECEATION                                         412911264
TOTAL-ASSETS                                       16472889572
CURRENT-LIABILITIES                                  715857366
BONDS                                               1145478673
PREFERRED-MANDATORY                                          0
PREFERRED                                                    0
COMMON                                                33847661
OTHER-SE                                              -4007694
TOTAL-LIABILITY-AND-EQUITY                         16472889572
SALES                                                        0
TOTAL-REVENUES                                      1790634937
CGS                                                          0
TOTAL-COSTS                                         1097171250
OTHER-EXPENSES                                        15873523
LOSS-PROVISION                                               0
INTEREST-EXPENSE                                     132932023
INCOME-PRETAX                                        195092234
INCOME-TAX                                           106546342
INCOME-CONTINUING                                     95287598
DISCONTINUED                                                 0
EXTRAORDINARY                                                0
CHANGES                                                      0
NET-INCOME                                            95287598
EPS-BASIC                                                  .31
EPS-DILUTED                                                .31


EXHIBIT 10.1

                              EMPLOYMENT AGREEMENT


                  AGREEMENT,  dated as of October 1, 1999,  by and between Clear
Channel Communications,  Inc., a Texas corporation (the Company), and L. Lowry
Mays (Executive).

                  IN  CONSIDERATION of the premises and the mutual covenants set
forth below, the parties hereby agree as follows:

                  1. Employment. The Company hereby agrees to continue to employ
Executive  as the  Chairman  and Chief  Executive  Officer of the  Company,  and
Executive hereby accepts such continued employment,  on the terms and conditions
hereinafter set forth.

                  2. Term.  The period of employment of Executive by the Company
under this Agreement (the Employment Period) shall commence on October 1, 1999
(the  Commencement  Date) and shall continue  through the seventh  anniversary
thereof;  provided,  that, the Employment Period shall automatically be extended
for one (1) additional  day each day during the Employment  Period unless either
party gives written notice not to extend this Agreement.  The Employment  Period
may be sooner  terminated by either party in  accordance  with Section 6 of this
Agreement.

                  3.  Position  and  Duties.   During  the  Employment   Period,
Executive  shall serve as Chairman and Chief  Executive  Officer of the Company,
and shall report solely and directly to the Companys  Board of Directors of the
Company (the  Board).  Executive  shall have those powers and duties  normally
associated with the position of Chairman and Chief Executive Officer of entities
comparable  to the Company and such other powers and duties as may be prescribed
by the Board;  provided that,  such other powers and duties are consistent  with
Executives  position as Chairman and Chief Executive  Officer.  Executive shall
devote  as much of his  working  time,  attention  and  energies  during  normal
business   hours   (other  than   absences   due  to  illness  or  vacation)  to
satisfactorily  perform his duties for the Company.  Notwithstanding  the above,
Executive shall be permitted, to the extent such activities do not substantially
interfere with the  performance by Executive of his duties and  responsibilities
hereunder to (i) manage Executives personal,  financial and legal affairs, (ii)
to serve on civic  or  charitable  boards  or  committees  (it  being  expressly
understood  and agreed that  Executives  continuing  to serve on any such board
and/or  committees  on which  Executive is serving,  or with which  Executive is
otherwise  associated,  as of the  Commencement  Date  shall  be  deemed  not to
interfere with the  performance by Executive of his duties and  responsibilities
under  this   Agreement)  and  (iii)  deliver   lectures  or  fulfill   speaking
engagements.  During  the  Employment  Period,  Executive  shall also serve as a
director of the Company.

                  4. Place of Performance.  The principal place of employment of
Executive shall be at the Companys  principal executive offices in San Antonio,
Texas.


5. Compensation and Related Matters. (a) Base Salary and Bonus. During the Employment Period, the Company shall pay Executive a base salary at the rate of not less than $1,000,000 per year (Base Salary). Executives Base Salary shall be paid in approximately equal installments in accordance with the Companys customary payroll practices. The Compensation Committee of the Board (the Committee) shall review Executives Base Salary for increase (but not decrease) no less frequently than annually and consistent with the compensation practices and guidelines of the Company. If Executives Base Salary is increased by the Company, such increased Base Salary shall then constitute the Base Salary for all purposes of this Agreement. In addition to Base Salary, Executive shall be paid an annual bonus (the Bonus) as provided for under the Performance Based Compensation Plan of the Company and any other annual incentive plan maintained by the Company or any successor plans thereto as determined by the Committee. (b) Expenses. The Company shall promptly reimburse Executive for all reasonable business expenses upon the presentation of reasonably itemized statements of such expenses in accordance with the Companys policies and procedures now in force or as such policies and procedures may be modified with respect to all senior executive officers of the Company. In addition, during the Employment Period, Executive shall be entitled to, at the sole expense of the Company, the use of an automobile appropriate to his position and no less favorable than the automobile provided immediately prior to the date of this Agreement. (c) Vacation. Executive shall be entitled to the number of weeks of paid vacation per year that he was eligible for immediately prior to the date of this Agreement, but in no event less than four (4) weeks annually. Unused vacation may be carried forward from year to year. In addition to vacation, Executive shall be entitled to the number of sick days and personal days per year that other senior executive officers of the Company with similar tenor are entitled under the Companys policies. (d) Services Furnished. During the Employment Period, the Company shall furnish Executive, with office space, stenographic and secretarial assistance and such other facilities and services no less favorable than those that he was receiving immediately prior to the date of this Agreement or, if better, as provided to other senior executive officers of the Company. (e) Welfare, Pension and Incentive Benefit Plans. During the Employment Period, Executive (and his spouse and dependents to the extent provided therein) shall be entitled to participate in and be covered under all the welfare benefit plans or programs maintained by the Company from time to time for the benefit of its senior executives including, without limitation, all medical, hospitalization, dental, disability, accidental death and dismemberment and travel accident insurance plans and programs. The Company shall at all times provide to Executive (and his spouse and dependents to the extent provided under the applicable plans or programs) (subject to modifications affecting all senior executive officers) the same type and levels of participation and benefits as are being provided to other senior executives (and their spouses and dependents to the extent provided under the applicable plans or programs) on the Commencement Date. In addition, during the Employment Period, Executive shall be eligible to participate in all pension, retirement, savings and other employee benefit plans and programs maintained from time to time by the Company for the benefit of its senior executives. (f) Stock Options. (i) During each calendar year of the Employment Period occurring after December 31, 1999, the Committee shall cause the Company to grant Executive a stock option to acquire at least 100,000 shares of the Companys common stock (each, an Option and collectively the Options) at such time(s) as the Company has historically granted stock options to its senior executive officers during the year; provided, that, such grants shall be made by at least December 31 of each calendar year occurring after December 31, 1999. Notwithstanding the foregoing, unless otherwise waived by Executive in his sole discretion, Executive shall receive no less than the number of Options granted during any prior year of employment. In addition, to the extent necessary to carry out the intended terms of this paragraph (f)(i), such number of options shall be adjusted as is necessary to take into account any change in the common stock of the Company in a manner consistent with adjustments made to other option holders of the Company. (ii) All Options described in paragraph (i) above shall be granted subject to the following terms and conditions: (A) except as provided below, the Options shall be granted under and subject to the Companys stock option plan; (B) the exercise price per share of each Option shall be equal to the last reported sale price of the Companys common stock on the New York Stock Exchange (or such other principal trading market for the Companys common stock) at the close of the trading day immediately preceding the date as of which the grant is made; (C) each Option shall be vested and exercisable as determined by the Committee; (D) each Option shall be exercisable for the ten (10) year period following the date of grant whether or not Executive is then employed; and (E) each Option shall be evidenced by, and subject to, a stock option agreement whose terms and conditions are consistent with the terms hereof. 6. Termination. Executives employment hereunder may be terminated during the Employment Period under the following circumstances: (a) Death. Executives employment hereunder shall terminate upon his death. (b) Disability. If, as a result of Executives incapacity due to physical or mental illness, Executive shall have been substantially unable to perform his duties hereunder for an entire period of six (6) consecutive months, and within thirty (30) days after written Notice of Termination is given after such six (6) month period, Executive shall not have returned to the substantial performance of his duties on a full-time basis, the Company shall have the right to terminate Executives employment hereunder for Disability, and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement. (c) Cause. The Company shall have the right to terminate Executives employment for Cause, and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement. For purposes of this Agreement, the Company shall have Cause to terminate Executives employment upon Executives: (i) final conviction of a felony involving moral turpitude; or (ii) willful misconduct that is materially and demonstrably injurious economically to the Company. For purposes of this Section 6(c), no act, or failure to act, by Executive shall be considered willful unless committed in bad faith and without a reasonable belief that the act or omission was in the best interests of the Company or any entity in control of, controlled by or under common control with the Company (Affiliates) thereof. Cause shall not exist under paragraph (ii) unless and until the Company has delivered to Executive a copy of a resolution duly adopted by three-quarters of the Board (excluding Executive) at a meeting of the Board called and held for such purpose (after reasonable (but in no event less than thirty (30) days) notice to Executive and an opportunity for Executive, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of the conduct set forth in paragraph (ii) and specifying the particulars thereof in detail. This Section 6(c) shall not prevent Executive from challenging in any arbitration or court of competent jurisdiction the Boards determination that Cause exists or that Executive has failed to cure any act (or failure to act) that purportedly formed the basis for the Boards determination. (d) Good Reason. Executive may terminate his employment for Good Reason anytime after Executive has actual knowledge of the occurrence, without the written consent of Executive, of one of the following events: (i) (A) any change in the duties or responsibilities (including reporting responsibilities) of Executive that is inconsistent in any adverse respect with Executives position(s), duties, responsibilities or status with the Company immediately prior to such change (including any diminution of such duties or responsibilities) or (B) an adverse change in Executives titles or offices (including, membership on the Board) with the Company; (ii) a reduction in Executives Base Salary or Bonus opportunity; (iii) (A) any requirement that Executive travel on Company business to an extent substantially greater than the travel obligations of Executive immediately prior to the date of this Agreement or (B) the relocation of the Companys principal executive offices or Executives own office location to a location more than fifteen (15) miles from their location immediately prior to the date hereof; (iv) the failure of the Company or any Affiliate to continue in effect any material employee benefit plan, compensation plan, welfare benefit plan or fringe benefit plan in which Executive is participating immediately prior to the date of this Agreement or the taking of any action by the Company or any Affiliate which would adversely affect Executives participation in or reduce Executives benefits under any such plan, unless Executive is permitted to participate in other plans providing Executive with substantially equivalent benefits; (v) any refusal by the Company or any Affiliate to continue to permit Executive to engage in activities not directly related to the business of the Company which Executive was permitted to engage in prior to the date of this Agreement; (vi) any purported termination of Executives employment for Cause which is not effected pursuant to the procedures of Section 6(c) (and for purposes of this Agreement, no such purported termination shall be effective); (vii) the Companys or any Affiliates failure to provide in all material respects the indemnification set forth in Section 11 of this Agreement; (viii) a Change in Control of the Company; provided, that, the transaction contemplated by the Company and AMFM, Inc. shall not be deemed to be a Change in Control for purposes of this clause (viii); (ix) the failure of the Company to obtain the assumption agreement from any successor as contemplated in Section 13(a); (x) the Company or any Affiliate providing Executive the notice not to renew the Employment Period as contemplated by Section 2 hereof; (xi) any other breach of a material provision of this Agreement by the Company or any Affiliate. For purposes of clauses (i) through (vii) and (xi) above, an isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company within ten (10) days after receipt of notice thereof given by Executive shall not constitute Good Reason. Executives right to terminate employment for Good Reason shall not be affected by Executives incapacity due to mental or physical illness and Executives continued employment shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting Good Reason. (e) Without Cause. The Company shall have the right to terminate Executives employment hereunder without Cause by providing Executive with a Notice of Termination at least thirty (30) days prior to such termination, and such termination shall not in and of itself be, nor shall it be deemed to be, a breach of this Agreement. (f) Without Good Reason. Executive shall have the right to terminate his employment hereunder without Good Reason by providing the Company with a Notice of Termination at least thirty (30) days prior to such termination, and such termination shall not in and of itself be, nor shall it be deemed to be, a breach of this Agreement. For purposes of this Agreement, a Change in Control of the Company means the occurrence of one of the following events: (1) individuals who, on the Commencement Date, constitute the Board (the Incumbent Directors) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the Commencement Date whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to directors or as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other than the Board shall be an Incumbent Director; (2) any person (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the Exchange Act) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes, after the Commencement Date, a beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Companys then outstanding securities eligible to vote for the election of the Board (the Company Voting Securities); provided, however, that an event described in this paragraph (2) shall not be deemed to be a Change in Control if any of following becomes such a beneficial owner: (A) the Company or any majority-owned subsidiary (provided, that this exclusion applies solely to the ownership levels of the Company or the majority-owned subsidiary), (B) any tax-qualified, broad-based employee benefit plan sponsored or maintained by the Company or any majority-owned subsidiary, (C) any underwriter temporarily holding securities pursuant to an offering of such securities, (D) any person pursuant to a Non-Qualifying Transaction (as defined in paragraph (3)), or (E) Executive or any group of persons including Executive (or any entity controlled by Executive or any group of persons including Executive). (3) the approval by the shareholders of the Company of a merger, consolidation, share exchange or similar form of transaction involving the Company or any of its subsidiaries, or the sale of all or substantially all of the Companys assets (a Business Transaction), unless immediately following such Business Transaction (i) more than 65% of the total voting power of the entity resulting from such Business Transaction or the entity acquiring the Companys assets in such Business Transaction (the Surviving Corporation) is beneficially owned, directly or indirectly, by the Companys shareholders immediately prior to any such Business Transaction, and (ii) no person (other than the persons set forth in clauses (A), (B), or (C) of paragraph (2) above or any tax-qualified, broad-based employee benefit plan of the Surviving Corporation or its Affiliates) beneficially owns, directly or indirectly, 20% or more of the total voting power of the Surviving Corporation (a Non-Qualifying Transaction); or (4) Board approval of a liquidation or dissolution of the Company, unless the voting common equity interests of an ongoing entity (other than a liquidating trust) are beneficially owned, directly or indirectly, by the Companys shareholders in substantially the same proportions as such shareholders owned the Companys outstanding voting common equity interests immediately prior to such liquidation and such ongoing entity assumes all existing obligations of the Company to Executive under this Agreement. 7. Termination Procedure. (a) Notice of Termination. Any termination of Executives employment by the Company or by Executive during the Employment Period (other than termination pursuant to Section 6(a)) shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 14. For purposes of this Agreement, a Notice of Termination shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executives employment under the provision so indicated. (b) Date of Termination. Date of Termination shall mean (i) if Executives employment is terminated by his death, the date of his death, (ii) if Executives employment is terminated pursuant to Section 6(b), thirty (30) days after Notice of Termination (provided that Executive shall not have returned to the substantial performance of his duties on a full-time basis during such thirty (30) day period), and (iii) if Executives employment is terminated for any other reason, the date on which a Notice of Termination is given or any later date (within thirty (30) days after the giving of such notice) set forth in such Notice of Termination. 8. Compensation Upon Termination or During Disability. In the event Executive is disabled or his employment terminates during the Employment Period, the Company shall provide Executive with the payments and benefits set forth below. Executive acknowledges and agrees that the payments set forth in this Section 8 constitute liquidated damages for termination of his employment during the Employment Period. (a) Termination By Company without Cause or By Executive for Good Reason. If Executives employment is terminated by the Company without Cause or by Executive for Good Reason: (i) within five (5) days following such termination, the Company shall pay to Executive (A) his Base Salary, Bonus and accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination, and (B) a lump-sum cash payment equal to seven (7) times (the Severance Multiple) the sum of Executives Base Salary and highest Bonus paid to Executive in the three year period preceding such termination (including, for this purpose, any and all bonuses paid to Executive prior to the date of this Agreement); provided, that, for purposes of this Section 8(a)(i), Executives Bonus shall be deemed to be no less than $3,000,000; and (ii) the Company shall maintain in full force and effect, for the continued benefit of Executive, his spouse and his dependents for a period of seven (7) years following the Date of Termination the medical, hospitalization, dental, and life insurance programs in which Executive, his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that, if Executive, his spouse or his dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs (Continued Benefits), provided, that, such Continued Benefits shall terminate on the date or dates Executive receives equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit, basis); and (iii) the Company shall reimburse Executive pursuant to Section 5 for reasonable expenses incurred, but not paid prior to such termination of employment; and (iv) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the Company; and (v) As of the Date of Termination, Executive shall be granted a stock option to acquire 1,000,000 shares of the Companys common stock (Termination Option) under the following conditions, (A) except as provided below, the Termination Option shall be granted under and subject to the Companys stock option plan; (B) the exercise price per share of the Termination Option shall be equal to the last reported sale price of the Companys common stock on the New York Stock Exchange (or such other principal trading market for the Companys common stock) at the close of the trading day immediately preceding the Date of Termination; (C) the Termination Option shall be 100% vested and exercisable on the date of grant; (D) the Termination Option shall be exercisable for the ten (10) year period following the Date of Termination whether or not Executive is still providing services to the Company; and (E) each Option shall be evidenced by, and subject to, a stock option agreement whose terms and conditions are consistent with the terms hereof. In addition, to the extent necessary to carry out the intended terms of this paragraph (a)(v), such number of Termination Options shall be adjusted as is necessary to take into account any change in the common stock of the Company in a manner consistent with adjustments made to other option holders of the Company. The Company shall take all action necessary such that the shares of common stock issuable upon exercise of the Termination Options (and all other shares of common stock held by Executive) are registered on Form S-4 or Form S-8 (or any successor or other appropriate forms). (vi) Notwithstanding the terms or conditions of any stock option, stock appreciation right or similar agreements between the Company and Executive to the contrary, and for purposes thereof, such agreements shall be deemed to be amended in accordance with this Section 8(a)(vi) if need be as of the Date of Termination and neither the Company, the Board nor the Committee shall take or assert any position contrary to the foregoing, Executive shall vest, as of the Date of Termination, in all rights under such agreements (i.e., stock options that would otherwise vest after the Date of Termination) and thereafter shall be permitted to exercise any and all such rights until the end of the term of such awards (regardless of any termination of employment restrictions therein contained) and restricted stock held by Executive shall become immediately vested as of the Date of Termination; and (vii) Executive shall be paid a lump sum payment equal to the amount of compensation or contributions (as the case may be) by the Company that Executive would have been entitled to receive (assuming he would have received the maximum amount payable or contributable under each plan or arrangement for any year) under any plan or arrangement he was then participating (or entitled to participate in) for a seven (7) year period following the Date of Termination; and (viii) Any and all insurance benefits or policies for the benefit of Executive shall become the sole property of Executive and, to the extent applicable, all of the Companys rights therein (including repayment of premiums) shall be forfeited by the Company and, to the extent not already made, the Company shall make all contributions or payments required of such policies for the year of termination; and (ix) Any amount payable under this Section 8(a) shall also include an additional cash payment which shall equal any and all federal, state and local taxes due upon the provision of any such benefits or payments thereunder (other than taxes due under the operation of Section 4999 of the Code which Section of the Code is addressed in Section 8(e) hereof and, if applicable, shall work in conjunction with this Section 8(a)(ix)), which shall be payable to Executive within five (5) business days following his Date of Termination and such additional payment shall be grossed-up for any additional taxes due thereon (and any taxes thereon, etc.) in a manner consistent with the manner set forth in Section 8(e) of this Agreement, whether or not such Section 8(e) is applicable. (b) Cause or By Executive Without Good Reason. If Executives employment is terminated by the Company for Cause or by Executive (other than for Good Reason): (i) the Company shall pay Executive his Base Salary, Bonus and his accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination; and (ii) the Company shall reimburse Executive pursuant to Section 5 for reasonable expenses incurred, but not paid prior to such termination of employment; and (iii) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the Company. (c) Disability. During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness (Disability Period), Executive shall continue to receive his full Base Salary set forth in Section 5(a) until his employment is terminated pursuant to Section 6(b). In the event Executives employment is terminated for Disability pursuant to Section 6(b): (i) the Company shall pay to Executive (A) his Base Salary, Bonus and accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination, and (B) continued Base Salary (as provided for in Section 5(a)) and Continued Benefits for seven (7) years; and (ii) the Company shall reimburse Executive pursuant to Section 5 for reasonable expenses incurred, but not paid prior to such termination of employment; and (iii) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the Company; and (iv) Executive shall be paid the amount of compensation or contributions (as the case may be) by the Company that Executive would have been entitled to receive (assuming he would have received the maximum amount payable or contributable under each plan or arrangement for any year) under any plan or arrangement he was then participating (or entitled to participate in) for a seven (7) year period following the Date of Termination. (d) Death. If Executives employment is terminated by his death: (i) the Company shall pay in a lump sum to Executives beneficiary, legal representatives or estate, as the case may be, Executives Base Salary, Bonus and accrued vacation pay through the Date of Termination and $3,750,000 (which may be paid through insurance) and shall provide Executives spouse and dependents with Continued Benefits for seven (7) year; and (ii) the Company shall reimburse Executives beneficiary, legal representatives, or estate, as the case may be, pursuant to Section 5 for reasonable expenses incurred, but not paid prior to such termination of employment; and (iii) Executives beneficiary, legal representatives or estate, as the case may be, shall be entitled to any other rights, compensation and benefits as may be due to any such persons or estate in accordance with the terms and provisions of any agreements, plans or programs of the Company; and (iv) Executives beneficiary, legal representatives or estate, as the case may be shall be paid the amount of compensation or contributions (as the case may be) by the Company that Executive would have been entitled to receive (assuming he would have received the maximum amount payable or contributable under each plan or arrangement for any year) under any plan or arrangement he was then participating (or entitled to participate in) for a seven (7) year period following the Date of Termination. (e) Additional Payments. (i) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, award, benefit or distribution (or any acceleration of any payment, award, benefit or distribution) by the Company or any entity which effectuates a Change in Control (or other change in ownership) to or for the benefit of Executive (the Payments) would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the Excise Tax), then the Company shall pay to Executive an additional payment (a Gross-Up Payment) in an amount such that after payment by Executive of all taxes (including any Excise Tax) imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the sum of (x) the Excise Tax imposed upon the Payments and (y) the product of any deductions disallowed because of the inclusion of the Gross-Up Payment in Executives adjusted gross income and the highest applicable marginal rate of federal income taxation for the calendar year in which the Gross-Up Payment is to be made. For purposes of determining the amount of the Gross-Up Payment, Executive shall be deemed to (A) pay federal income taxes at the highest marginal rates of federal income taxes at the highest marginal rate of taxation for the calendar year in which the Gross-Up Payment is to be made, (B) pay applicable state and local income taxes at the highest marginal rate of taxation for the calendar year in which the Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes and (C) have otherwise allowable deductions for federal income tax purposes at least equal to those which could be disallowed because of the inclusion of the Gross-Up Payment in Executives adjusted gross income. (ii) Subject to the provisions of Section 8(e)(i), all determinations required to be made under this Section 8(e), including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determinations, shall be made by a nationally recognized public accounting firm that is selected by Executive (the Accounting Firm) which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from the Company or Executive that there has been a Payment, or such earlier time as is requested by the Company or Executive (collectively, the Determination). All fees and expenses of the Accounting Firm shall be borne solely by the Company and the Company shall enter into any agreement requested by the Accounting Firm in connection with the performance of the services hereunder. The Gross-Up Payment under this Section 8(e) with respect to any Payments made to Executive shall be made no later than thirty (30) days following such Payment. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall furnish Executive with a written opinion to such effect, and to the effect that failure to report the Excise Tax, if any, on Executives applicable federal income tax return should not result in the imposition of a negligence or similar penalty. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (Underpayment) or Gross-Up Payments are made by the Company which should not have been made (Overpayment), consistent with the calculations required to be made hereunder. In the event that Executive thereafter is required to make payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for the benefit of Executive. In the event the amount of the Gross-Up Payment exceeds the amount necessary to reimburse Executive for his Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by Executive (to the extent he has received a refund if the applicable Excise Tax has been paid to the Internal Revenue Service) to or for the benefit of the Company. Executive shall cooperate, to the extent his expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contest or disputes with the Internal Revenue Service in connection with the Excise Tax. 9. Mitigation. Executive shall not be required to mitigate amounts payable under this Agreement by seeking other employment or otherwise, and there shall be no offset against amounts due Executive under this Agreement on account of subsequent employment except as specifically provided herein. Additionally, amounts owed to Executive under this Agreement shall not be offset by any claims the Company may have against Executive and the Companys obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder, shall not be affected by any other circumstances, including, without limitation, any counterclaim, recoupment, defense or other right which the Company may have against Executive or others. 10. Restrictive Covenants. (a) Confidential Information. Executive shall hold in a fiduciary capacity for the benefit of the Company all trade secrets and confidential information, knowledge or data relating to the Company and its businesses and investments, which shall have been obtained by Executive during Executives employment by the Company and which is not generally available public knowledge (other than by acts by Executive in violation of this Agreement). Except as may be required or appropriate in connection with his carrying out his duties under this Agreement, Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or any legal process, or as is necessary in connection with any adversarial proceeding against the Company (in which case Executive shall use his reasonable best efforts in cooperating with the Company in obtaining a protective order against disclosure by a court of competent jurisdiction), communicate or divulge any such trade secrets, information, knowledge or data to anyone other than the Company and those designated by the Company or on behalf of the Company in the furtherance of its business or to perform duties hereunder. (b) Non-Solicitation.Executive hereby agrees, in consideration of his employment hereunder and in view of the confidential position to be held by Executive hereunder, that after his termination of employment in which he is entitled to the benefits set forth in Section 8(a) hereof and through the second anniversary thereof, Executive shall not directly or indirectly induce any employee of the Company to terminate such employment or to become employed by any other radio broadcasting station. (c) Non-Competition. Executive hereby agrees, in consideration of his employment hereunder and in view of the confidential position to be held by Executive hereunder, that after his termination of employment in which he is entitled to the benefits set forth in Section 8(a) hereof and through the second anniversary thereof, he shall not be employed by or perform activities on behalf of, or have an ownership interest in, any person, firm, corporation or other entity, or in connection with any business enterprise, that is directly or indirectly engaged in any of the radio, television, or related business activities in which the Company and its subsidiaries have significant involvement (other than direct or beneficial ownership of up to five percent (5%) of any entity whether or not in the same or competing business. (e) Blue Pencil. The parties hereby acknowledge that the restrictions in this Section 10 have been specifically negotiated and agreed to by the parties hereto and are limited only to those restrictions necessary to protect the Company and its subsidiaries from unfair competition. The parties hereby agree that if the scope or enforceability of any provision, paragraph or subparagraph of this Section 10 is in any way disputed at any time, and should a court find that such restrictions are overly broad, the court may modify and enforce the covenant to the extent that it believes to be reasonable under the circumstances. Each provision, paragraph and subparagraph of this Section 10 is separable from every other provision, paragraph, and subparagraph and constitutes a separate and distinct covenant. Executive acknowledges that the Company operates in major, medium and small sized markets throughout the United States and North America and that the effect of Section 10(c) may be to prevent him from working in a competitive business after his termination of employment hereunder. (f) Remedies. Executive hereby expressly acknowledges that any breach or threatened breach by Executive of any of the terms set forth in Section 10 of this Agreement may result in significant and continuing injury to the Company, the monetary value of which would be impossible to establish. Therefore, Executive agrees that the Company shall be entitled to apply for injunctive relief in a court of appropriate jurisdiction. 11. Indemnification. (a) General. The Company agrees that if Executive is made a party or a threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a Proceeding), by reason of the fact that Executive is or was a trustee, director or officer of the Company or any subsidiary of the Company or is or was serving at the request of the Company or any subsidiary as a trustee, director, officer, member, employee or agent of another corporation or a partnership, joint venture, trust or other enterprise, including, without limitation, service with respect to employee benefit plans, whether or not the basis of such Proceeding is alleged action in an official capacity as a trustee, director, officer, member, employee or agent while serving as a trustee, director, officer, member, employee or agent, Executive shall be indemnified and held harmless by the Company to the fullest extent authorized by Texas law, as the same exists or may hereafter be amended, against all Expenses incurred or suffered by Executive in connection therewith, and such indemnification shall continue as to Executive even if Executive has ceased to be an officer, director, trustee or agent, or is no longer employed by the Company and shall inure to the benefit of his heirs, executors and administrators. (b) Expenses. As used in this Agreement, the term Expenses shall include, without limitation, damages, losses, judgments, liabilities, fines, penalties, excise taxes, settlements, and costs, attorneys fees, accountants fees, and disbursements and costs of attachment or similar bonds, investigations, and any expenses of establishing a right to indemnification under this Agreement. (c) Enforcement. If a claim or request under this Agreement is not paid by the Company or on its behalf, within thirty (30) days after a written claim or request has been received by the Company, Executive may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim or request and if successful in whole or in part, Executive shall be entitled to be paid also the expenses of prosecuting such suit. All obligations for indemnification hereunder shall be subject to, and paid in accordance with, applicable Texas law. (d) Partial Indemnification. If Executive is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any Expenses, but not, however, for the total amount thereof, the Company, shall nevertheless indemnify Executive for the portion of such Expenses to which Executive is entitled. (e) Advances of Expenses. Expenses incurred by Executive in connection with any Proceeding shall be paid by the Company in advance upon request of Executive that the Company pay such Expenses; but, only in the event that Executive shall have delivered in writing to the Company (i) an undertaking to reimburse the Company for Expenses with respect to which Executive is not entitled to indemnification and (ii) an affirmation of his good faith belief that the standard of conduct necessary for indemnification by the Company has been met. (f) Notice of Claim. Executive shall give to the Company notice of any claim made against him for which indemnification will or could be sought under this Agreement. In addition, Executive shall give the Company such information and cooperation as it may reasonably require and as shall be within Executives power and at such times and places as are convenient for Executive. (g) Defense of Claim. With respect to any Proceeding as to which Executive notifies the Company of the commencement thereof: (i) The Company will be entitled to participate therein at its own expense; and (ii) Except as otherwise provided below, to the extent that it may wish, the Company will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Executive, which in the Companys sole discretion may be regular counsel to the Company and may be counsel to other officers and directors of the Company or any subsidiary. Executive also shall have the right to employ his own counsel in such action, suit or proceeding if he reasonably concludes that failure to do so would involve a conflict of interest between the Company and Executive, and under such circumstances the fees and expenses of such counsel shall be at the expense of the Company. (iii) The Company shall not be liable to indemnify Executive under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall not settle any action or claim in any manner which would impose any penalty or limitation on Executive without Executives written consent. Neither the Company nor Executive will unreasonably withhold or delay their consent to any proposed settlement. (h) Non-exclusivity. The right to indemnification and the payment of expenses incurred in defending a Proceeding in advance of its final disposition conferred in this Section 11 shall not be exclusive of any other right which Executive may have or hereafter may acquire under any statute, provision of the declaration of trust or certificate of incorporation or by-laws of the Company or any subsidiary, agreement, vote of shareholders or disinterested directors or trustees or otherwise. 12. Arbitration. Except as provided for in Section 10 of this Agreement, if any contest or dispute arises between the parties with respect to this Agreement, such contest or dispute shall be submitted to binding arbitration for resolution in San Antonio, Texas in accordance with the rules and procedures of the Employment Dispute Resolution Rules of the American Arbitration Association then in effect. The decision of the arbitrator shall be final and binding on both parties, and any court of competent jurisdiction may enter judgment upon the award. The Company shall pay all expenses relating to such arbitration, including, but not limited to, Executives legal fees and expenses, regardless of outcome. 13. Successors; Binding Agreement. (a) Companys Successors. No rights or obligations of the Company under this Agreement may be assigned or transferred except that the Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, Company shall mean the Company as herein before defined and any successor to its business and/or assets (by merger, purchase or otherwise) which executes and delivers the agreement provided for in this Section 13 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law. (b) Executives Successors. No rights or obligations of Executive under this Agreement may be assigned or transferred by Executive other than his rights to payments or benefits hereunder, which may be transferred only by will or the laws of descent and distribution. Upon Executives death, this Agreement and all rights of Executive hereunder shall inure to the benefit of and be enforceable by Executives beneficiary or beneficiaries, personal or legal representatives, or estate, to the extent any such person succeeds to Executives interests under this Agreement. Executive shall be entitled to select and change a beneficiary or beneficiaries to receive any benefit or compensation payable hereunder following Executives death by giving the Company written notice thereof. In the event of Executives death or a judicial determination of his incompetence, reference in this Agreement to Executive shall be deemed, where appropriate, to refer to his beneficiary(ies), estate or other legal representative(s). If Executive should die following his Date of Termination while any amounts would still be payable to him hereunder if he had continued to live, all such amounts unless otherwise provided herein shall be paid in accordance with the terms of this Agreement to such person or persons so appointed in writing by Executive, or otherwise to his legal representatives or estate. 14. Notice. For the purposes of this Agreement, notices, demands and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered either personally or by United States certified or registered mail, return receipt requested, postage prepaid, addressed as follows: If to Executive: L. Lowry Mays 200 Concord Plaza, Suite 600 San Antonio, Texas 78216 If to the Company: Clear Channel Communications, Inc. 200 Concord Plaza, Suite 600 San Antonio, Texas 78216 Attention: President with a copy to: Akin, Gump, Strauss, Hauer & Feld, L.L.P. 1700 Pacific Avenue Suite 4100 Dallas, Texas Attention: Michael Dillard or to such other address as any party may have furnished to the others in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt. 15. Miscellaneous. No provisions of this Agreement may be amended, modified, or waived unless such amendment or modification is agreed to in writing signed by Executive and by a duly authorized officer of the Company, and such waiver is set forth in writing and signed by the party to be charged. No waiver by either party hereto at any time of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement. The respective rights and obligations of the parties hereunder of this Agreement shall survive Executives termination of employment and the termination of this Agreement to the extent necessary for the intended preservation of such rights and obligations. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Texas without regard to its conflicts of law principles. 16. Validity. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. 17. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. 18. Entire Agreement. Except as other provided herein, this Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersede all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto in respect of such subject matter. Except as other provided herein, any prior agreement of the parties hereto in respect of the subject matter contained herein is hereby terminated and cancelled. 20. Withholding. All payments hereunder shall be subject to any required withholding of Federal, state and local taxes pursuant to any applicable law or regulation. 21. Noncontravention. The Company represents that the Company is not prevented from entering into, or performing this Agreement by the terms of any law, order, rule or regulation, its by-laws or declaration of trust, or any agreement to which it is a party, other than which would not have a material adverse effect on the Companys ability to enter into or perform this Agreement. 22. Section Headings. The section headings in this Employment Agreement are for convenience of reference only, and they form no part of this Agreement and shall not affect its interpretation.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written. CLEAR CHANNEL COMMUNICATIONS, INC. By: /s/Randall Mays Name: Randall Mays Title: Vice President /s/L Lowry Mays L. Lowry Mays

EXHIBIT 10.2

                              EMPLOYMENT AGREEMENT


                  AGREEMENT,  dated as of October 1, 1999,  by and between Clear
Channel Communications, Inc., a Texas corporation (the Company), and Mark Mays
(Executive).

                  IN  CONSIDERATION of the premises and the mutual covenants set
forth below, the parties hereby agree as follows:

                  1. Employment. The Company hereby agrees to continue to employ
Executive as the  President  and Chief  Operating  Officer of the  Company,  and
Executive hereby accepts such continued employment,  on the terms and conditions
hereinafter set forth.

                  2. Term.  The period of employment of Executive by the Company
under this Agreement (the Employment Period) shall commence on October 1, 1999
(the  Commencement  Date) and shall continue  through the seventh  anniversary
thereof;  provided,  that, the Employment Period shall automatically be extended
for one (1) additional  day each day during the Employment  Period unless either
party gives written notice not to extend this Agreement.  The Employment  Period
may be sooner  terminated by either party in  accordance  with Section 6 of this
Agreement.

                  3.  Position  and  Duties.   During  the  Employment   Period,
Executive shall serve as President and Chief  Operating  Officer of the Company,
and shall  report  solely  and  directly  to the  Companys  Chairman  and Chief
Executive Officer and Board of Directors of the Company (the Board). Executive
shall have those  powers and duties  normally  associated  with the  position of
President and Chief Operating Officer of entities  comparable to the Company and
such other powers and duties as may be prescribed by the Board;  provided  that,
such other  powers  and  duties are  consistent  with  Executives  position  as
President and Chief Operating Officer of the Company.  Executive shall devote as
much of his working time,  attention and energies  during normal  business hours
(other than absences due to illness or vacation) to  satisfactorily  perform his
duties for the Company. Notwithstanding the above, Executive shall be permitted,
to  the  extent  such  activities  do  not  substantially   interfere  with  the
performance  by  Executive of his duties and  responsibilities  hereunder to (i)
manage Executives personal, financial and legal affairs, (ii) to serve on civic
or charitable  boards or committees  (it being  expressly  understood and agreed
that  Executives  continuing  to serve on any such board and/or  committees  on
which Executive is serving, or with which Executive is otherwise associated,  as
of the  Commencement  Date shall be deemed not to interfere with the performance
by Executive of his duties and responsibilities  under this Agreement) and (iii)
deliver lectures or fulfill speaking engagements.  During the Employment Period,
Executive shall also serve as a director of the Company. If L. Lowry Mays ceases
to serve as  Chairman  and Chief  Executive  Officer of the  Company at any time
during the  Employment  Period by reason of his death or  incapacity,  it is the
intention of the Board, that either Mark Mays or Randall Mays shall be appointed
as the  Chairman  and Chief  Executive  Officer  of the  Company  and the Board,
subject only to its  fiduciary  duties to the Company and its  stockholders  and
applicable law, shall take all action necessary to carry out such intention.

                  4. Place of Performance.  The principal place of employment of
Executive shall be at the Companys  principal executive offices in San Antonio,
Texas.

                  5.       Compensation and Related Matters.

          (a) Base Salary and Bonus.  During the Employment  Period, the Company
     shall pay Executive a base salary at the rate of not less than $350,000 per
     year  (Base   Salary).   Executives   Base  Salary   shall  be  paid  in
     approximately equal installments in accordance with the Companys customary
     payroll   practices.   The   Compensation   Committee  of  the  Board  (the
     Committee)  shall review  Executives  Base Salary for increase  (but not
     decrease)  no  less  frequently  than  annually  and  consistent  with  the
     compensation  practices and guidelines of the Company.  If Executives Base
     Salary is increased by the Company,  such  increased Base Salary shall then
     constitute the Base Salary for all purposes of this Agreement.  In addition
     to Base Salary,  Executive  shall be paid an annual bonus (the  Bonus) as
     provided  for under the annual  incentive  plan  maintained  by the Company
     and/or as the Committee so determines.

          (b) Expenses.  The Company shall promptly reimburse  Executive for all
     reasonable  business expenses upon the presentation of reasonably  itemized
     statements of such expenses in accordance  with the Companys  policies and
     procedures  now in force or as such policies and procedures may be modified
     with respect to all senior executive officers of the Company.  In addition,
     during the Employment  Period,  Executive shall be entitled to, at the sole
     expense  of the  Company,  the  use  of an  automobile  appropriate  to his
     position and no less  favorable than the  automobile  provided  immediately
     prior to the date of this Agreement.

          (c)  Vacation.  Executive  shall be entitled to the number of weeks of
     paid  vacation per year that he was eligible for  immediately  prior to the
     date of this Agreement,  but in no event less than four (4) weeks annually.
     Unused  vacation may be carried  forward from year to year.  In addition to
     vacation,  Executive  shall be  entitled  to the  number  of sick  days and
     personal days per year that other senior executive  officers of the Company
     with similar tenor are entitled under the Companys policies.

          (d) Services  Furnished.  During the  Employment  Period,  the Company
     shall furnish  Executive,  with office space,  stenographic and secretarial
     assistance  and such other  facilities  and services no less favorable than
     those that he was receiving immediately prior to the date of this Agreement
     or, if better,  as  provided  to other  senior  executive  officers  of the
     Company (other than the Chairman and Chief Executive Officer).

          (e)  Welfare,   Pension  and  Incentive  Benefit  Plans.   During  the
     Employment  Period,  Executive (and his spouse and dependents to the extent
     provided  therein) shall be entitled to participate in and be covered under
     all the welfare  benefit  plans or programs  maintained by the Company from
     time to time for the benefit of its senior  executives (other than benefits
     maintained  exclusively  for the  Chairman  and  Chief  Executive  Officer)
     including,  without  limitation,  all  medical,  hospitalization,   dental,
     disability,   accidental  death  and   dismemberment  and  travel  accident
     insurance  plans and  programs.  The Company  shall at all times provide to
     Executive (and his spouse and  dependents to the extent  provided under the
     applicable  plans or  programs)  (subject to  modifications  affecting  all
     senior executive  officers) the same type and levels of  participation  and
     benefits  as are being  provided  to other  senior  executives  (and  their
     spouses and dependents to the extent provided under the applicable plans or
     programs) (other than benefits maintained  exclusively for the Chairman and
     Chief Executive Officer) on the Commencement Date. In addition,  during the
     Employment  Period,  Executive  shall be  eligible  to  participate  in all
     pension, retirement,  savings and other employee benefit plans and programs
     maintained  from time to time by the  Company for the benefit of its senior
     executives.

(f)      Stock Options.

          (i) During each calendar year of the Employment Period occurring after
     December 31, 1999, the Committee shall cause the Company to grant Executive
     a stock option to acquire at least 50,000  shares of the  Companys  common
     stock (each, an Option and collectively the Options) at such time(s) as
     the Company has historically  granted stock options to its senior executive
     officers during the year;  provided,  that, such grants shall be made by at
     least December 31 of each calendar year occurring  after December 31, 1999.
     Notwithstanding the foregoing,  unless otherwise waived by Executive in his
     sole discretion, Executive shall receive no less than the number of Options
     granted  during any prior year of  employment.  In addition,  to the extent
     necessary to carry out the intended  terms of this paragraph  (f)(i),  such
     number of options  shall be adjusted as is  necessary  to take into account
     any change in the common stock of the Company in a manner  consistent  with
     adjustments made to other option holders of the Company.

          (ii) All Options  described  in  paragraph  (i) above shall be granted
     subject to the  following  terms and  conditions:  (A)  except as  provided
     below,  the Options  shall be granted  under and  subject to the  Companys
     stock option plan; (B) the exercise price per share of each Option shall be
     equal to the last reported sale price of the Companys  common stock on the
     New York Stock  Exchange (or such other  principal  trading  market for the
     Companys  common  stock)  at the  close  of the  trading  day  immediately
     preceding the date as of which the grant is made;  (C) each Option shall be
     vested and  exercisable  as  determined by the  Committee;  (D) each Option
     shall be  exercisable  for the ten (10) year period  following  the date of
     grant whether or not Executive is then employed;  and (E) each Option shall
     be evidenced by, and subject to, a stock option  agreement  whose terms and
     conditions are consistent with the terms hereof.

                  6.  Termination.   Executives  employment  hereunder  may  be
terminated during the Employment Period under the following circumstances:

          (a) Death.  Executives  employment hereunder shall terminate upon his
     death.

          (b)  Disability.  If, as a result  of  Executives  incapacity  due to
     physical or mental illness,  Executive shall have been substantially unable
     to perform his duties hereunder for an entire period of six (6) consecutive
     months,  and within thirty (30) days after written Notice of Termination is
     given after such six (6) month period, Executive shall not have returned to
     the substantial performance of his duties on a full-time basis, the Company
     shall have the right to  terminate  Executives  employment  hereunder  for
     Disability, and such termination in and of itself shall not be, nor shall
     it be deemed to be, a breach of this Agreement.

          (c) Cause.  The Company shall have the right to terminate  Executives
     employment for Cause,  and such  termination in and of itself shall not be,
     nor shall it be deemed to be, a breach of this  Agreement.  For purposes of
     this  Agreement,  the Company  shall have Cause to terminate  Executives
     employment upon Executives:

          (i) final conviction of a felony involving moral turpitude; or

          (ii) willful misconduct that is materially and demonstrably  injurious
     economically to the Company.

For purposes of this Section 6(c), no act, or failure to act, by Executive shall
be considered  willful  unless committed in bad faith and without a reasonable
belief that the act or omission was in the best  interests of the Company or any
entity in control of,  controlled  by or under  common  control with the Company
(Affiliates)  thereof.  Cause shall not exist under  paragraph (ii) unless and
until the Company has delivered to Executive a copy of a resolution duly adopted
by three-quarters  of the Board (excluding  Executive) at a meeting of the Board
called and held for such purpose  (after  reasonable  (but in no event less than
thirty (30) days) notice to Executive and an opportunity for Executive, together
with his counsel, to be heard before the Board),  finding that in the good faith
opinion of the Board, Executive was guilty of the conduct set forth in paragraph
(ii) and specifying the particulars  thereof in detail.  This Section 6(c) shall
not prevent  Executive from challenging in any arbitration or court of competent
jurisdiction the Boards  determination  that Cause exists or that Executive has
failed to cure any act (or failure to act) that purportedly formed the basis for
the Boards determination.

          (d) Good Reason.  Executive  may terminate  his  employment  for Good
     Reason  anytime after  Executive has actual  knowledge of the  occurrence,
     without the written consent of Executive, of one of the following events:

          (i)  (A) any  change  in the  duties  or  responsibilities  (including
     reporting  responsibilities)  of  Executive  that  is  inconsistent  in any
     adverse respect with Executives position(s),  duties,  responsibilities or
     status with the Company  immediately  prior to such change  (including  any
     diminution of such duties or  responsibilities) or (B) an adverse change in
     Executives titles or offices (including, membership on the Board) with the
     Company;

          (ii) a reduction in Executives Base Salary or Bonus opportunity;

          (iii) (A) any requirement that Executive travel on Company business to
     an extent  substantially  greater than the travel  obligations of Executive
     immediately  prior to the date of this  Agreement or (B) the  relocation of
     the  Companys  principal  executive  offices  or  Executives  own  office
     location to a location  more than  fifteen  (15) miles from their  location
     immediately prior to the date hereof;

          (iv) the failure of the Company or any Affiliate to continue in effect
     any material employee benefit plan, compensation plan, welfare benefit plan
     or fringe  benefit  plan in which  Executive is  participating  immediately
     prior to the date of this  Agreement  or the  taking  of any  action by the
     Company  or  any  Affiliate  which  would  adversely   affect   Executives
     participation in or reduce Executives benefits under any such plan, unless
     Executive is permitted to  participate in other plans  providing  Executive
     with substantially equivalent benefits;

          (v) any refusal by the Company or any  Affiliate to continue to permit
     Executive to engage in activities  not directly  related to the business of
     the Company which Executive was permitted to engage in prior to the date of
     this Agreement;

          (vi) any purported  termination  of  Executives  employment for Cause
     which is not effected  pursuant to the  procedures of Section 6(c) (and for
     purposes  of  this  Agreement,  no  such  purported  termination  shall  be
     effective);

          (vii) the  Companys  or any  Affiliates  failure  to  provide in all
     material  respects  the  indemnification  set forth in  Section  11 of this
     Agreement;

          (viii) a  Change  in  Control  of the  Company;  provided,  that,  the
     transaction  contemplated by the Company and AMFM, Inc. shall not be deemed
     to be a Change in Control for purposes of this clause (viii);

          (ix) the  failure of the  Company to obtain the  assumption  agreement
     from any successor as contemplated in Section 13(a);

          (x) the Company or any Affiliate providing Executive the notice not to
     renew the Employment Period as contemplated by Section 2 hereof;

          (xi) any time that  neither L. Lowry Mays,  Mark Mays nor Randall Mays
     is the Chairman and Chief Executive Officer of the Company;

          (xii) any other breach of a material  provision  of this  Agreement by
     the Company or any Affiliate.

          For  purposes  of  clauses  (i)  through  (vii)  and (xii)  above,  an
     isolated,  insubstantial  and  inadvertent  action  taken in good faith and
     which is  remedied  by the  Company  within ten (10) days after  receipt of
     notice  thereof  given by  Executive  shall  not  constitute  Good  Reason.
     Executives  right to  terminate  employment  for Good Reason  shall not be
     affected by Executives  incapacity  due to mental or physical  illness and
     Executives  continued  employment  shall not  constitute  consent to, or a
     waiver of rights with respect to, any event or condition  constituting Good
     Reason.

          (e)  Without  Cause.  The  Company  shall have the right to  terminate
     Executives  employment hereunder without Cause by providing Executive with
     a  Notice  of   Termination  at  least  thirty  (30)  days  prior  to  such
     termination,  and such termination shall not in and of itself be, nor shall
     it be deemed to be, a breach of this Agreement.  Notwithstanding  any other
     provision of this Agreement to the contrary,  in the event that Executives
     employment is terminated by the Company without Cause within six (6) months
     prior to the date that, or on or one (1) year after the date that, L. Lowry
     Mays or Randall Mays is no longer the Chairman and Chief Executive  Officer
     of the Company for any reason, then Executive shall automatically be deemed
     to have  terminated his  employment for Good Reason under Section  6(d)(xi)
     and the  Severance  Multiple (as defined  below) shall be fourteen (14) and
     the Company  shall make all of the payments due under  Section 8(a) of this
     Agreement to Executive, off-set only by amounts, if any, already paid under
     Section 8(a).

          (f) Without Good Reason.  Executive  shall have the right to terminate
     his employment  hereunder without Good Reason by providing the Company with
     a  Notice  of   Termination  at  least  thirty  (30)  days  prior  to  such
     termination,  and such termination shall not in and of itself be, nor shall
     it be deemed to be, a breach of this Agreement.

          For purposes of this  Agreement,  a Change in Control of the Company
     means the occurrence of one of the following events:

          (1) individuals  who, on the Commencement  Date,  constitute the Board
     (the Incumbent  Directors)  cease for any reason to constitute at least a
     majority  of the  Board,  provided  that any  person  becoming  a  director
     subsequent  to the  Commencement  Date whose  election  or  nomination  for
     election was  approved by a vote of at least  two-thirds  of the  Incumbent
     Directors  then on the Board  (either by a specific  vote or by approval of
     the proxy  statement  of the  Company  in which  such  person is named as a
     nominee for director,  without  objection to such  nomination)  shall be an
     Incumbent Director; provided, however, that no individual initially elected
     or  nominated  as a  director  of the  Company  as a result of an actual or
     threatened election contest with respect to directors or as a result of any
     other actual or threatened  solicitation  of proxies by or on behalf of any
     person other than the Board shall be an Incumbent Director;

          (2) any  person  (as such term is defined in Section  3(a)(9) of the
     Securities  Exchange  Act of  1934  (the  Exchange  Act)  and as  used in
     Sections  13(d)(3) and 14(d)(2) of the Exchange  Act) is or becomes,  after
     the Commencement Date, a beneficial owner (as defined in Rule 13d-3 under
     the Exchange  Act),  directly or  indirectly,  of securities of the Company
     representing 20% or more of the combined voting power of the Companys then
     outstanding  securities eligible to vote for the election of the Board (the
     Company Voting Securities); provided, however, that an event described in
     this  paragraph (2) shall not be deemed to be a Change in Control if any of
     following  becomes  such  a  beneficial  owner:  (A)  the  Company  or  any
     majority-owned  subsidiary (provided, that this exclusion applies solely to
     the ownership levels of the Company or the majority-owned subsidiary),  (B)
     any   tax-qualified,   broad-based   employee  benefit  plan  sponsored  or
     maintained  by  the  Company  or any  majority-owned  subsidiary,  (C)  any
     underwriter  temporarily holding securities pursuant to an offering of such
     securities,  (D) any person  pursuant to a  Non-Qualifying  Transaction (as
     defined  in  paragraph  (3)),  or (E)  Executive  or any  group of  persons
     including  Executive (or any entity controlled by Executive or any group of
     persons including Executive).

                           (3) the approval by the  shareholders  of the Company
         of  a  merger,  consolidation,   share  exchange  or  similar  form  of
         transaction  involving the Company or any of its  subsidiaries,  or the
         sale of all or  substantially  all of the Companys assets (a Business
         Transaction),  unless immediately  following such Business Transaction
         (i) more than 65% of the total  voting  power of the  entity  resulting
         from such Business  Transaction  or the entity  acquiring the Companys
         assets in such Business  Transaction  (the Surviving  Corporation) is
         beneficially   owned,   directly  or   indirectly,   by  the  Companys
         shareholders  immediately prior to any such Business  Transaction,  and
         (ii) no person  (other than the persons set forth in clauses (A),  (B),
         or  (C) of  paragraph  (2)  above  or  any  tax-qualified,  broad-based
         employee  benefit plan of the Surviving  Corporation or its Affiliates)
         beneficially  owns,  directly or  indirectly,  20% or more of the total
         voting  power  of  the   Surviving   Corporation   (a   Non-Qualifying
         Transaction); or

                           (4) Board approval of a liquidation or dissolution of
         the Company,  unless the voting common  equity  interests of an ongoing
         entity  (other  than  a  liquidating  trust)  are  beneficially  owned,
         directly or indirectly,  by the Companys shareholders in substantially
         the  same  proportions  as  such   shareholders   owned  the  Companys
         outstanding  voting common equity interests  immediately  prior to such
         liquidation and such ongoing entity assumes all existing obligations of
         the Company to Executive under this Agreement.

          7. Termination Procedure.

          (a) Notice of Termination.  Any termination of Executives  employment
     by the Company or by Executive  during the  Employment  Period  (other than
     termination  pursuant  to Section  6(a)) shall be  communicated  by written
     Notice of Termination to the other party hereto in accordance  with Section
     14. For purposes of this Agreement,  a Notice of Termination shall mean a
     notice  which shall  indicate the  specific  termination  provision in this
     Agreement  relied upon and shall set forth in  reasonable  detail the facts
     and circumstances claimed to provide a basis for termination of Executives
     employment under the provision so indicated.

          (b) Date of  Termination.  Date  of  Termination  shall  mean (i) if
     Executives  employment is terminated by his death,  the date of his death,
     (ii) if  Executives  employment  is  terminated  pursuant to Section 6(b),
     thirty (30) days after Notice of Termination (provided that Executive shall
     not  have  returned  to the  substantial  performance  of his  duties  on a
     full-time  basis  during  such  thirty  (30)  day  period),  and  (iii)  if
     Executives  employment  is terminated  for any other  reason,  the date on
     which a Notice of  Termination  is given or any later date  (within  thirty
     (30) days  after the  giving of such  notice)  set forth in such  Notice of
     Termination.

                  8. Compensation Upon Termination or During Disability.  In the
event Executive is disabled or his employment  terminates  during the Employment
Period,  the Company shall provide  Executive with the payments and benefits set
forth below.  Executive  acknowledges  and agrees that the payments set forth in
this Section 8 constitute  liquidated  damages for termination of his employment
during the Employment Period.

          (a)  Termination  By Company  without  Cause or By Executive  for Good
     Reason.  If  Executives  employment is  terminated by the Company  without
     Cause or by Executive for Good Reason:

                           (i) within five (5) days following such  termination,
         the  Company  shall pay to  Executive  (A) his Base  Salary,  Bonus and
         accrued  vacation  pay  through  the  Date of  Termination,  as soon as
         practicable following the Date of Termination,  and (B) a lump-sum cash
         payment equal to seven (7) times (the Severance  Multiple) the sum of
         Executives  Base Salary and  highest  Bonus paid to  Executive  in the
         three year  period  preceding  such  termination  (including,  for this
         purpose,  any and all bonuses  paid to  Executive  prior to the date of
         this Agreement);  provided, that, for purposes of this Section 8(a)(i),
         Executives  Bonus  shall  be  deemed  to be no less  than  $1,000,000;
         provided, further, that, if Executive terminates his employment for the
         Good Reason event  (whether or not in  conjunction  with any other Good
         Reason  event)  set  forth in  Section  6(d)(xi)  (or is deemed to have
         terminated his  employment  under Section  6(d)(xi) in accordance  with
         Section 6(e) of this Agreement),  the Severance Multiple shall be equal
         to fourteen (14); and

                           (ii) the  Company  shall  maintain  in full force and
         effect,  for the  continued  benefit of  Executive,  his spouse and his
         dependents  for a  period  of seven  (7)  years  following  the Date of
         Termination the medical,  hospitalization,  dental,  and life insurance
         programs  in  which  Executive,  his  spouse  and his  dependents  were
         participating immediately prior to the Date of Termination at the level
         in  effect  and  upon  substantially  the  same  terms  and  conditions
         (including without limitation  contributions  required by Executive for
         such benefits) as existed immediately prior to the Date of Termination;
         provided,  that,  if  Executive,  his spouse or his  dependents  cannot
         continue  to  participate  in  the  Company  programs   providing  such
         benefits,  the Company shall arrange to provide  Executive,  his spouse
         and his dependents with the economic  equivalent of such benefits which
         they otherwise would have been entitled to receive under such plans and
         programs  (Continued  Benefits),   provided,   that,  such  Continued
         Benefits  shall  terminate  on the  date or  dates  Executive  receives
         equivalent   coverage  and   benefits,   without   waiting   period  or
         pre-existing condition  limitations,  under the plans and programs of a
         subsequent  employer  (such coverage and benefits to be determined on a
         coverage-by-coverage or benefit-by-benefit, basis); and

                           (iii) the Company shall reimburse  Executive pursuant
         to Section 5 for reasonable  expenses  incurred,  but not paid prior to
         such termination of employment; and

                           (iv) Executive shall be entitled to any other rights,
         compensation  and/or  benefits as may be due to Executive in accordance
         with the terms and provisions of any  agreements,  plans or programs of
         the Company; and

                           (v) As of the Date of Termination, Executive shall be
         granted a stock  option to acquire  1,000,000  shares of the  Companys
         common stock (Termination Option) under the following conditions, (A)
         except as provided below, the Termination Option shall be granted under
         and subject to the Companys  stock option plan; (B) the exercise price
         per share of the Termination Option shall be equal to the last reported
         sale price of the Companys common stock on the New York Stock Exchange
         (or such other principal trading market for the Companys common stock)
         at the  close of the  trading  day  immediately  preceding  the Date of
         Termination;  (C) the  Termination  Option  shall  be 100%  vested  and
         exercisable on the date of grant;  (D) the Termination  Option shall be
         exercisable  for  the  ten  (10)  year  period  following  the  Date of
         Termination whether or not Executive is still providing services to the
         Company;  and (E) each Option shall be evidenced  by, and subject to, a
         stock option  agreement  whose terms and conditions are consistent with
         the  terms  hereof;   provided,   that,  if  Executive  terminates  his
         employment  for the Good Reason  event  (whether or not in  conjunction
         with any other Good Reason event) set forth in Section  6(d)(xi) (or is
         deemed to have  terminated  his  employment  under Section  6(d)(xi) in
         accordance  with  Section  6(e)  of  this  Agreement),  the  number  of
         Termination   Options   Executive  shall  receive  shall  be  equal  to
         2,000,000.  In  addition,  to the  extent  necessary  to carry  out the
         intended  terms of this  paragraph  (a)(v),  such number of Termination
         Options  shall be adjusted  as is  necessary  to take into  account any
         change in the common stock of the Company in a manner  consistent  with
         adjustments  made to other option  holders of the Company.  The Company
         shall take all action  necessary  such that the shares of common  stock
         issuable upon exercise of the Termination Options (and all other shares
         of common stock held by Executive)  are  registered on Form S-4 or Form
         S-8 (or any successor or other appropriate forms).

                           (vi)  Notwithstanding  the terms or conditions of any
         stock option,  stock  appreciation  right or similar agreements between
         the Company and  Executive to the contrary,  and for purposes  thereof,
         such  agreements  shall be deemed to be amended in accordance with this
         Section  8(a)(vi) if need be as of the Date of Termination  and neither
         the  Company,  the Board nor the  Committee  shall  take or assert  any
         position  contrary to the  foregoing,  Executive  shall vest, as of the
         Date of Termination,  in all rights under such agreements (i.e.,  stock
         options that would  otherwise vest after the Date of  Termination)  and
         thereafter shall be permitted to exercise any and all such rights until
         the end of the term of such awards  (regardless  of any  termination of
         employment restrictions therein contained) and restricted stock held by
         Executive   shall  become   immediately   vested  as  of  the  Date  of
         Termination; and

                           (vii)  Executive  shall  be paid a lump  sum  payment
         equal to the amount of compensation or  contributions  (as the case may
         be) by the Company that  Executive  would have been entitled to receive
         (assuming  he  would  have  received  the  maximum  amount  payable  or
         contributable  under each plan or  arrangement  for any year) under any
         plan  or  arrangement  he  was  then   participating  (or  entitled  to
         participate  in) for a seven  (7)  year  period  following  the Date of
         Termination; and

                           (viii) Any and all insurance benefits or policies for
         the benefit of Executive  shall  become the sole  property of Executive
         and, to the extent  applicable,  all of the  Companys  rights  therein
         (including  repayment  of  premiums)  shall be forfeited by the Company
         and,  to the  extent  not  already  made,  the  Company  shall make all
         contributions  or payments  required of such  policies  for the year of
         termination; and

                           (ix) Any amount payable under this Section 8(a) shall
         also include an  additional  cash payment which shall equal any and all
         federal,  state and  local  taxes  due upon the  provision  of any such
         benefits  or  payments  thereunder  (other  than  taxes  due  under the
         operation  of  Section  4999 of the Code  which  Section of the Code is
         addressed  in Section  8(e) hereof and,  if  applicable,  shall work in
         conjunction  with this  Section  8(a)(ix)),  which  shall be payable to
         Executive   within  five  (5)  business  days  following  his  Date  of
         Termination  and such  additional  payment shall be grossed-up  for any
         additional taxes due thereon (and any taxes thereon,  etc.) in a manner
         consistent with the manner set forth in Section 8(e) of this Agreement,
         whether or not such Section 8(e) is applicable.

          (b)  Cause  or  By  Executive  Without  Good  Reason.  If  Executives
     employment is  terminated  by the Company for Cause or by Executive  (other
     than for Good Reason):

                           (i) the Company  shall pay Executive his Base Salary,
         Bonus and his accrued vacation pay through the Date of Termination,  as
         soon as practicable following the Date of Termination; and

                           (ii) the Company shall reimburse  Executive  pursuant
         to Section 5 for reasonable  expenses  incurred,  but not paid prior to
         such termination of employment; and

                           (iii)  Executive  shall  be  entitled  to  any  other
         rights,  compensation  and/or  benefits as may be due to  Executive  in
         accordance  with the terms and provisions of any  agreements,  plans or
         programs of the Company.

                  (c)  Disability.  During any period  that  Executive  fails to
perform his duties hereunder as a result of incapacity due to physical or mental
illness (Disability Period), Executive shall continue to receive his full Base
Salary set forth in Section 5(a) until his employment is terminated  pursuant to
Section 6(b). In the event  Executives  employment is terminated for Disability
pursuant to Section 6(b):

                           (i) the Company  shall pay to Executive  (A) his Base
         Salary, Bonus and accrued vacation pay through the Date of Termination,
         as soon as  practicable  following  the  Date of  Termination,  and (B)
         continued  Base Salary (as provided for in Section  5(a)) and Continued
         Benefits for seven (7) years; and

                           (ii) the Company shall reimburse  Executive  pursuant
         to Section 5 for reasonable  expenses  incurred,  but not paid prior to
         such termination of employment; and

                           (iii)  Executive  shall  be  entitled  to  any  other
         rights,  compensation  and/or  benefits as may be due to  Executive  in
         accordance  with the terms and provisions of any  agreements,  plans or
         programs of the Company; and

                           (iv)   Executive   shall  be  paid  the   amount   of
         compensation or contributions  (as the case may be) by the Company that
         Executive  would have been entitled to receive  (assuming he would have
         received the maximum amount payable or contributable under each plan or
         arrangement  for any year)  under any plan or  arrangement  he was then
         participating  (or  entitled  to  participate  in) for a seven (7) year
         period following the Date of Termination.

                      (d) Death. If Executives  employment is terminated by his
death:

                           (i)  the   Company   shall  pay  in  a  lump  sum  to
         Executives  beneficiary,  legal representatives or estate, as the case
         may be, Executives Base Salary, Bonus and accrued vacation pay through
         the Date of  Termination  and  $1,000,000  (which  may be paid  through
         insurance) and shall provide  Executives  spouse and  dependents  with
         Continued Benefits for seven (7) year; and

                           (ii)  the   Company   shall   reimburse   Executives
         beneficiary,  legal  representatives,  or  estate,  as the case may be,
         pursuant to Section 5 for reasonable  expenses  incurred,  but not paid
         prior to such termination of employment; and

                           (iii) Executives beneficiary,  legal representatives
         or estate,  as the case may be, shall be entitled to any other  rights,
         compensation  and  benefits as may be due to any such persons or estate
         in accordance with the terms and provisions of any agreements, plans or
         programs of the Company; and

                           (iv) Executives  beneficiary,  legal representatives
         or estate,  as the case may be shall be paid the amount of compensation
         or  contributions  (as the case may be) by the Company  that  Executive
         would have been  entitled to receive  (assuming he would have  received
         the  maximum  amount  payable  or  contributable  under  each  plan  or
         arrangement  for any year)  under any plan or  arrangement  he was then
         participating  (or  entitled  to  participate  in) for a seven (7) year
         period following the Date of Termination.

          (e)  Additional  Payments.  (i)  Anything  in  this  Agreement  to the
     contrary  notwithstanding,  in the  event it shall be  determined  that any
     payment,  award,  benefit  or  distribution  (or  any  acceleration  of any
     payment, award, benefit or distribution) by the Company or any entity which
     effectuates  a Change in Control (or other change in  ownership)  to or for
     the benefit of Executive  (the  Payments)  would be subject to the excise
     tax imposed by Section 4999 of the Code,  or any interest or penalties  are
     incurred by  Executive  with  respect to such excise tax (such  excise tax,
     together with any such interest and penalties, are hereinafter collectively
     referred to as the Excise  Tax),  then the Company shall pay to Executive
     an additional  payment (a Gross-Up  Payment) in an amount such that after
     payment by Executive of all taxes  (including  any Excise Tax) imposed upon
     the Gross-Up  Payment,  Executive retains an amount of the Gross-Up Payment
     equal to the sum of (x) the Excise Tax imposed  upon the  Payments  and (y)
     the product of any  deductions  disallowed  because of the inclusion of the
     Gross-Up  Payment in  Executives  adjusted  gross  income and the  highest
     applicable  marginal rate of federal income  taxation for the calendar year
     in which the Gross-Up  Payment is to be made.  For purposes of  determining
     the amount of the Gross-Up  Payment,  Executive  shall be deemed to (A) pay
     federal income taxes at the highest  marginal rates of federal income taxes
     at the highest marginal rate of taxation for the calendar year in which the
     Gross-Up  Payment is to be made, (B) pay applicable  state and local income
     taxes at the highest  marginal  rate of taxation for the  calendar  year in
     which the Gross-Up  Payment is to be made, net of the maximum  reduction in
     federal  income taxes which could be obtained from  deduction of such state
     and local taxes and (C) have  otherwise  allowable  deductions  for federal
     income tax  purposes  at least  equal to those  which  could be  disallowed
     because of the inclusion of the Gross-Up  Payment in  Executives  adjusted
     gross income.

               (ii)  Subject  to  the   provisions  of  Section   8(e)(i),   all
          determinations  required to be made under this Section 8(e), including
          whether and when a Gross-Up  Payment is  required,  the amount of such
          Gross-Up  Payment  and the  assumptions  to be utilized in arriving at
          such determinations,  shall be made by a nationally  recognized public
          accounting firm that is selected by Executive (the Accounting  Firm)
          which  shall  provide  detailed  supporting  calculations  both to the
          Company and Executive within fifteen (15) business days of the receipt
          of notice from the Company or Executive that there has been a Payment,
          or such  earlier  time as is  requested  by the  Company or  Executive
          (collectively,  the  Determination).  All fees and  expenses  of the
          Accounting  Firm shall be borne  solely by the Company and the Company
          shall enter into any  agreement  requested by the  Accounting  Firm in
          connection  with  the  performance  of  the  services  hereunder.  The
          Gross-Up  Payment under this Section 8(e) with respect to any Payments
          made to  Executive  shall  be made no  later  than  thirty  (30)  days
          following such Payment.  If the  Accounting  Firm  determines  that no
          Excise Tax is payable by Executive,  it shall furnish Executive with a
          written  opinion to such  effect,  and to the effect  that  failure to
          report the Excise  Tax,  if any,  on  Executives  applicable  federal
          income tax return should not result in the  imposition of a negligence
          or similar penalty.

               (iii)  As a  result  of the  uncertainty  in the  application  of
          Section  4999 of the  Code at the  time  of the  Determination,  it is
          possible that Gross-Up  Payments  which will not have been made by the
          Company should have been made  (Underpayment)  or Gross-Up  Payments
          are  made  by  the   Company   which   should   not  have   been  made
          (Overpayment),  consistent with the calculations required to be made
          hereunder.  In the event that Executive thereafter is required to make
          payment of any Excise Tax or  additional  Excise Tax,  the  Accounting
          Firm shall determine the amount of the Underpayment  that has occurred
          and any such Underpayment (together with interest at the rate provided
          in Section  1274(b)(2)(B)  of the Code) shall be promptly  paid by the
          Company to or for the benefit of Executive. In the event the amount of
          the  Gross-Up  Payment  exceeds  the  amount  necessary  to  reimburse
          Executive for his Excise Tax, the Accounting  Firm shall determine the
          amount of the Overpayment  that has been made and any such Overpayment
          (together with interest at the rate provided in Section  1274(b)(2) of
          the Code) shall be promptly  paid by  Executive  (to the extent he has
          received  a refund if the  applicable  Excise Tax has been paid to the
          Internal  Revenue  Service)  to or for  the  benefit  of the  Company.
          Executive shall  cooperate,  to the extent his expenses are reimbursed
          by the  Company,  with  any  reasonable  requests  by the  Company  in
          connection  with any contest or  disputes  with the  Internal  Revenue
          Service in connection with the Excise Tax.

                  9.  Mitigation.  Executive  shall not be  required to mitigate
amounts  payable under this Agreement by seeking other  employment or otherwise,
and there shall be no offset against  amounts due Executive under this Agreement
on account of subsequent  employment  except as  specifically  provided  herein.
Additionally, amounts owed to Executive under this Agreement shall not be offset
by any  claims  the  Company  may  have  against  Executive  and  the  Companys
obligation to make the payments  provided for in this Agreement and otherwise to
perform  its  obligations  hereunder,   shall  not  be  affected  by  any  other
circumstances,  including,  without  limitation,  any counterclaim,  recoupment,
defense or other right which the Company may have against Executive or others.

                  10.      Restrictive Covenants.

               (a) Confidential Information. Executive shall hold in a fiduciary
          capacity  for  the  benefit  of the  Company  all  trade  secrets  and
          confidential  information,  knowledge or data  relating to the Company
          and its businesses and investments,  which shall have been obtained by
          Executive  during  Executives  employment by the Company and which is
          not  generally  available  public  knowledge  (other  than  by acts by
          Executive in violation of this  Agreement).  Except as may be required
          or  appropriate  in connection  with his carrying out his duties under
          this Agreement, Executive shall not, without the prior written consent
          of the  Company or as may  otherwise  be  required by law or any legal
          process,  or  as is  necessary  in  connection  with  any  adversarial
          proceeding  against the Company (in which case Executive shall use his
          reasonable best efforts in cooperating with the Company in obtaining a
          protective   order   against   disclosure  by  a  court  of  competent
          jurisdiction),   communicate   or  divulge  any  such  trade  secrets,
          information,  knowledge  or data to anyone  other than the Company and
          those  designated  by the  Company or on behalf of the  Company in the
          furtherance of its business or to perform duties hereunder.

               (b) Non-Solicitation.Executive hereby agrees, in consideration of
          his employment  hereunder and in view of the confidential  position to
          be  held  by  Executive  hereunder,  that  after  his  termination  of
          employment  in which  he is  entitled  to the  benefits  set  forth in
          Section  8(a)  hereof  and  through  the second  anniversary  thereof,
          Executive shall not directly or indirectly  induce any employee of the
          Company to  terminate  such  employment  or to become  employed by any
          other radio broadcasting station.

               (c) Non-Competition. Executive hereby agrees, in consideration of
          his employment  hereunder and in view of the confidential  position to
          be  held  by  Executive  hereunder,  that  after  his  termination  of
          employment  in which  he is  entitled  to the  benefits  set  forth in
          Section  8(a) hereof and through the second  anniversary  thereof,  he
          shall not be employed by or perform  activities  on behalf of, or have
          an  ownership  interest  in, any person,  firm,  corporation  or other
          entity,  or in  connection  with  any  business  enterprise,  that  is
          directly or  indirectly  engaged in any of the radio,  television,  or
          related business  activities in which the Company and its subsidiaries
          have  significant   involvement   (other  than  direct  or  beneficial
          ownership of up to five  percent (5%) of any entity  whether or not in
          the same or competing business.

               (e)  Blue  Pencil.   The  parties  hereby  acknowledge  that  the
          restrictions in this Section 10 have been specifically  negotiated and
          agreed  to by the  parties  hereto  and  are  limited  only  to  those
          restrictions  necessary  to protect the  Company and its  subsidiaries
          from unfair competition. The parties hereby agree that if the scope or
          enforceability  of any provision,  paragraph or  subparagraph  of this
          Section 10 is in any way disputed at any time, and should a court find
          that such  restrictions  are  overly  broad,  the court may modify and
          enforce the  covenant to the extent that it believes to be  reasonable
          under the circumstances. Each provision, paragraph and subparagraph of
          this Section 10 is separable  from every other  provision,  paragraph,
          and  subparagraph  and  constitutes a separate and distinct  covenant.
          Executive  acknowledges that the Company operates in major, medium and
          small sized markets throughout the United States and North America and
          that the effect of Section 10(c) may be to prevent him from working in
          a competitive business after his termination of employment hereunder.

               (f) Remedies.  Executive hereby expressly  acknowledges  that any
          breach or threatened breach by Executive of any of the terms set forth
          in  Section  10 of  this  Agreement  may  result  in  significant  and
          continuing injury to the Company, the monetary value of which would be
          impossible to establish.  Therefore, Executive agrees that the Company
          shall  be  entitled  to  apply  for  injunctive  relief  in a court of
          appropriate jurisdiction.

                  11.      Indemnification.

               (a) General. The Company agrees that if Executive is made a party
          or a threatened to be made a party to any action,  suit or proceeding,
          whether  civil,   criminal,   administrative   or   investigative   (a
          Proceeding),  by  reason  of the  fact  that  Executive  is or was a
          trustee,  director or officer of the Company or any  subsidiary of the
          Company  or is or was  serving at the  request  of the  Company or any
          subsidiary as a trustee, director,  officer, member, employee or agent
          of another corporation or a partnership, joint venture, trust or other
          enterprise,  including,  without  limitation,  service with respect to
          employee benefit plans, whether or not the basis of such Proceeding is
          alleged  action  in  an  official  capacity  as a  trustee,  director,
          officer,  member,  employee  or  agent  while  serving  as a  trustee,
          director,  officer,  member,  employee  or agent,  Executive  shall be
          indemnified  and held  harmless by the  Company to the fullest  extent
          authorized  by Texas  law,  as the same  exists  or may  hereafter  be
          amended,  against all  Expenses  incurred or suffered by  Executive in
          connection  therewith,  and such indemnification  shall continue as to
          Executive  even if  Executive  has ceased to be an officer,  director,
          trustee or agent,  or is no longer  employed  by the Company and shall
          inure to the benefit of his heirs, executors and administrators.

               (b)  Expenses.  As used in this  Agreement,  the term  Expenses
          shall  include,  without  limitation,   damages,  losses,   judgments,
          liabilities,  fines, penalties, excise taxes, settlements,  and costs,
          attorneys fees,  accountants  fees, and  disbursements  and costs of
          attachment  or similar  bonds,  investigations,  and any  expenses  of
          establishing a right to indemnification under this Agreement.

               (c)  Enforcement.  If a claim or request under this  Agreement is
          not paid by the  Company or on its  behalf,  within  thirty  (30) days
          after a written  claim or request has been  received  by the  Company,
          Executive may at any time thereafter bring suit against the Company to
          recover the unpaid amount of the claim or request and if successful in
          whole or in part,  Executive  shall be  entitled  to be paid  also the
          expenses of prosecuting such suit. All obligations for indemnification
          hereunder shall be subject to, and paid in accordance with, applicable
          Texas law.

               (d) Partial  Indemnification.  If Executive is entitled under any
          provision of this Agreement to indemnification by the Company for some
          or a portion of any Expenses,  but not, however,  for the total amount
          thereof, the Company,  shall nevertheless  indemnify Executive for the
          portion of such Expenses to which Executive is entitled.

               (e)  Advances of  Expenses.  Expenses  incurred by  Executive  in
          connection with any Proceeding shall be paid by the Company in advance
          upon request of  Executive  that the Company pay such  Expenses;  but,
          only in the event that  Executive  shall have  delivered in writing to
          the Company (i) an  undertaking  to reimburse the Company for Expenses
          with respect to which Executive is not entitled to indemnification and
          (ii) an  affirmation  of his good faith  belief  that the  standard of
          conduct necessary for indemnification by the Company has been met.

               (f) Notice of Claim.  Executive  shall give to the Company notice
          of any claim made against him for which  indemnification will or could
          be sought under this Agreement. In addition,  Executive shall give the
          Company such information and cooperation as it may reasonably  require
          and as shall be within  Executives power and at such times and places
          as are convenient for Executive.

               (g) Defense of Claim.  With respect to any Proceeding as to which
          Executive notifies the Company of the commencement thereof:

               (i) The Company  will be entitled to  participate  therein at its
          own expense; and

                           (ii)  Except  as  otherwise  provided  below,  to the
         extent  that it may wish,  the  Company  will be entitled to assume the
         defense  thereof,  with counsel  reasonably  satisfactory to Executive,
         which in the Companys sole  discretion  may be regular  counsel to the
         Company  and may be  counsel to other  officers  and  directors  of the
         Company  or any  subsidiary.  Executive  also  shall  have the right to
         employ  his own  counsel  in such  action,  suit  or  proceeding  if he
         reasonably  concludes that failure to do so would involve a conflict of
         interest   between   the  Company   and   Executive,   and  under  such
         circumstances  the fees and  expenses of such  counsel  shall be at the
         expense of the Company.

                           (iii) The  Company  shall not be liable to  indemnify
         Executive  under this  Agreement  for any amounts paid in settlement of
         any action or claim effected without its written  consent.  The Company
         shall not settle any action or claim in any manner  which would  impose
         any penalty or  limitation  on Executive  without  Executives  written
         consent.  Neither the Company nor Executive will unreasonably  withhold
         or delay their consent to any proposed settlement.

               (h) Non-exclusivity. The right to indemnification and the payment
          of expenses incurred in defending a Proceeding in advance of its final
          disposition conferred in this Section 11 shall not be exclusive of any
          other right which  Executive  may have or hereafter  may acquire under
          any statute,  provision of the  declaration of trust or certificate of
          incorporation or by-laws of the Company or any subsidiary,  agreement,
          vote  of  shareholders  or  disinterested  directors  or  trustees  or
          otherwise.

                  12. Arbitration.  Except as provided for in Section 10 of this
Agreement,  if any contest or dispute arises between the parties with respect to
this  Agreement,   such  contest  or  dispute  shall  be  submitted  to  binding
arbitration  for resolution in San Antonio,  Texas in accordance  with the rules
and  procedures  of the  Employment  Dispute  Resolution  Rules of the  American
Arbitration  Association then in effect. The decision of the arbitrator shall be
final and binding on both parties,  and any court of competent  jurisdiction may
enter  judgment upon the award.  The Company shall pay all expenses  relating to
such  arbitration,  including,  but not limited to,  Executives  legal fees and
expenses, regardless of outcome.

                  13.      Successors; Binding Agreement.

                  (a)  Companys  Successors.  No rights or  obligations  of the
Company  under this  Agreement  may be assigned or  transferred  except that the
Company will require any  successor  (whether  direct or indirect,  by purchase,
merger,  consolidation or otherwise) to all or substantially all of the business
and/or  assets of the  Company to  expressly  assume  and agree to perform  this
Agreement  in the same manner and to the same  extent that the Company  would be
required to perform it if no such  succession  had taken place.  As used in this
Agreement,  Company  shall mean the Company as herein  before  defined and any
successor to its business and/or assets (by merger, purchase or otherwise) which
executes  and delivers  the  agreement  provided for in this Section 13 or which
otherwise  becomes bound by all the terms and  provisions  of this  Agreement by
operation of law.

                  (b)  Executives  Successors.  No  rights  or  obligations  of
Executive under this Agreement may be assigned or transferred by Executive other
than his rights to payments or benefits hereunder, which may be transferred only
by will or the laws of descent and  distribution.  Upon Executives  death, this
Agreement  and all rights of Executive  hereunder  shall inure to the benefit of
and be  enforceable by Executives  beneficiary  or  beneficiaries,  personal or
legal  representatives,  or estate,  to the extent any such  person  succeeds to
Executives  interests  under this  Agreement.  Executive  shall be  entitled to
select and change a  beneficiary  or  beneficiaries  to receive  any  benefit or
compensation payable hereunder following Executives death by giving the Company
written  notice  thereof.  In the  event  of  Executives  death  or a  judicial
determination  of his  incompetence,  reference  in this  Agreement to Executive
shall be deemed, where appropriate, to refer to his beneficiary(ies),  estate or
other legal  representative(s).  If Executive  should die  following his Date of
Termination  while any amounts would still be payable to him hereunder if he had
continued to live, all such amounts unless  otherwise  provided  herein shall be
paid in accordance with the terms of this Agreement to such person or persons so
appointed in writing by Executive,  or otherwise to his legal representatives or
estate.

                  14.  Notice.  For the  purposes  of this  Agreement,  notices,
demands and all other communications  provided for in this Agreement shall be in
writing  and  shall be deemed to have been  duly  given  when  delivered  either
personally or by United  States  certified or registered  mail,  return  receipt
requested, postage prepaid, addressed as follows:

                  If to Executive:

                  Mark Mays
                  200 Concord Plaza, Suite 600
                  San Antonio, Texas 78216


                  If to the Company:

                  Clear Channel Communications, Inc.
                  200 Concord Plaza, Suite 600
                  San Antonio, Texas 78216
                  Attention: Chief Executive Officer

with a copy to:

                  Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                  1700 Pacific Avenue
                  Suite 4100
                  Dallas, Texas
                  Attention: Michael Dillard

or to such  other  address  as any party  may have  furnished  to the  others in
writing in accordance  herewith,  except that notices of change of address shall
be effective only upon receipt.

                  15.  Miscellaneous.  No  provisions  of this  Agreement may be
amended,  modified, or waived unless such amendment or modification is agreed to
in writing signed by Executive and by a duly authorized  officer of the Company,
and such  waiver is set forth in writing  and signed by the party to be charged.
No waiver by either  party  hereto at any time of any breach by the other  party
hereto of any  condition or provision of this  Agreement to be performed by such
other  party  shall be deemed a waiver of similar or  dissimilar  provisions  or
conditions  at the same or at any prior or  subsequent  time.  No  agreements or
representations,  oral or  otherwise,  express or implied,  with  respect to the
subject  matter  hereof  have been made by either  party which are not set forth
expressly  in this  Agreement.  The  respective  rights and  obligations  of the
parties  hereunder of this Agreement  shall survive  Executives  termination of
employment and the termination of this Agreement to the extent necessary for the
intended   preservation   of  such  rights  and   obligations.   The   validity,
interpretation, construction and performance of this Agreement shall be governed
by the  laws of the  State of  Texas  without  regard  to its  conflicts  of law
principles.

16. Validity.  The invalidity or unenforceability of any provision or provisions
of this Agreement shall not affect the validity or  enforceability  of any other
provision of this Agreement, which shall remain in full force and effect.

17. Counterparts.  This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original but all of which  together  will
constitute one and the same instrument.

18.Entire Agreement.  Except as other provided herein, this Agreement sets forth
the entire  agreement  of the parties  hereto in respect of the  subject  matter
contained  herein  and  supersede  all prior  agreements,  promises,  covenants,
arrangements,  communications,  representations  or warranties,  whether oral or
written,  by any  officer,  employee or  representative  of any party  hereto in
respect of such  subject  matter.  Except as other  provided  herein,  any prior
agreement  of the  parties  hereto in respect of the  subject  matter  contained
herein is hereby terminated and cancelled.

20.  Withholding.  All  payments  hereunder  shall be  subject  to any  required
withholding of Federal,  state and local taxes pursuant to any applicable law or
regulation.

21.  Noncontravention.  The Company represents that the Company is not prevented
from entering into, or performing this Agreement by the terms of any law, order,
rule or regulation,  its by-laws or  declaration  of trust,  or any agreement to
which it is a party,  other than which would not have a material  adverse effect
on the Companys ability to enter into or perform this Agreement.

22. Section Headings. The section headings in this Employment Agreement are for
convenience of reference only, and they form no part of this Agreement and shall
not affect its interpretation.



IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written. CLEAR CHANNEL COMMUNICATIONS, INC. By: /s/Randall Mays Name: Randall Mays Title: Vice President /s/Mark Mays Mark Mays

EXHIBIT 10.3

                                                         EMPLOYMENT AGREEMENT


     AGREEMENT,  dated as of October  1,  1999,  by and  between  Clear  Channel
Communications, Inc., a Texas corporation (the
Company), and Randall Mays (Executive).

     IN  CONSIDERATION of the premises and the mutual covenants set forth below,
the parties hereby agree as follows:

     1. Employment. The Company hereby agrees to continue to employ Executive as
the Executive Vice  President and Chief  Financial  Officer of the Company,  and
Executive hereby accepts such continued employment,  on the terms and conditions
hereinafter set forth.

     2. Term.  The period of  employment  of Executive by the Company under this
Agreement  (the  Employment  Period)  shall  commence  on October 1, 1999 (the
Commencement Date) and shall continue through the seventh anniversary thereof;
provided,  that, the Employment  Period shall  automatically be extended for one
(1)  additional  day each day during the  Employment  Period unless either party
gives written notice not to extend this Agreement.  The Employment Period may be
sooner  terminated  by  either  party  in  accordance  with  Section  6 of  this
Agreement.

     3. Position and Duties. During the Employment Period, Executive shall serve
as Executive  Vice  President and Chief  Financial  Officer of the Company,  and
shall report solely and directly to the Companys  Chairman and Chief  Executive
Officer and Board of  Directors of the Company (the  Board).  Executive  shall
have those powers and duties normally  associated with the position of Executive
Vice President and Chief Financial Officer of entities comparable to the Company
and such other  powers and duties as may be  prescribed  by the Board;  provided
that, such other powers and duties are consistent with  Executives  position as
Executive Vice President and Chief Financial  Officer of the Company.  Executive
shall devote as much of his working time,  attention and energies  during normal
business   hours   (other  than   absences   due  to  illness  or  vacation)  to
satisfactorily  perform his duties for the Company.  Notwithstanding  the above,
Executive shall be permitted, to the extent such activities do not substantially
interfere with the  performance by Executive of his duties and  responsibilities
hereunder to (i) manage Executives personal,  financial and legal affairs, (ii)
to serve on civic  or  charitable  boards  or  committees  (it  being  expressly
understood  and agreed that  Executives  continuing  to serve on any such board
and/or  committees  on which  Executive is serving,  or with which  Executive is
otherwise  associated,  as of the  Commencement  Date  shall  be  deemed  not to
interfere with the  performance by Executive of his duties and  responsibilities
under  this   Agreement)  and  (iii)  deliver   lectures  or  fulfill   speaking
engagements.  During  the  Employment  Period,  Executive  shall also serve as a
director of the Company.  If L. Lowry Mays ceases to serve as Chairman and Chief
Executive  Officer of the  Company at any time during the  Employment  Period by
reason of his death or incapacity, it is the intention of the Board, that either
Mark Mays or Randall Mays shall be appointed as the Chairman and Chief Executive
Officer of the Company and the Board,  subject only to its  fiduciary  duties to
the Company  and its  stockholders  and  applicable  law,  shall take all action
necessary to carry out such intention.

     4. Place of  Performance.  The  principal  place of employment of Executive
shall be at the Companys principal executive offices in San Antonio, Texas.

     5. Compensation and Related Matters.

     (a) Base Salary and Bonus.  During the Employment Period, the Company shall
pay  Executive  a base  salary  at the rate of not less than  $325,000  per year
(Base Salary).  Executives  Base Salary shall be paid in approximately  equal
installments in accordance with the Companys  customary payroll practices.  The
Compensation  Committee of the Board (the Committee)  shall review Executives
Base Salary for increase (but not decrease) no less frequently than annually and
consistent  with the  compensation  practices and guidelines of the Company.  If
Executives Base Salary is increased by the Company,  such increased Base Salary
shall then  constitute  the Base Salary for all purposes of this  Agreement.  In
addition to Base Salary,  Executive  shall be paid an annual bonus (the Bonus)
as provided for under the annual incentive plan maintained by the Company and/or
as the Committee so determines.

     (b)  Expenses.  The Company  shall  promptly  reimburse  Executive  for all
reasonable  business  expenses  upon the  presentation  of  reasonably  itemized
statements  of such  expenses in  accordance  with the  Companys  policies  and
procedures  now in force or as such policies and procedures may be modified with
respect to all senior executive officers of the Company. In addition, during the
Employment  Period,  Executive  shall be entitled to, at the sole expense of the
Company,  the  use of an  automobile  appropriate  to his  position  and no less
favorable than the  automobile  provided  immediately  prior to the date of this
Agreement.

     (c)  Vacation.  Executive  shall be entitled to the number of weeks of paid
vacation per year that he was eligible for immediately prior to the date of this
Agreement,  but in no event less than four (4) weeks  annually.  Unused vacation
may be carried  forward from year to year.  In addition to  vacation,  Executive
shall be  entitled  to the number of sick days and  personal  days per year that
other senior  executive  officers of the Company with similar tenor are entitled
under the Companys policies.

     (d) Services  Furnished.  During the Employment  Period,  the Company shall
furnish Executive,  with office space,  stenographic and secretarial  assistance
and such other  facilities and services no less favorable than those that he was
receiving  immediately  prior to the date of this  Agreement  or, if better,  as
provided to other  senior  executive  officers  of the  Company  (other than the
Chairman and Chief Executive Officer).

     (e) Welfare,  Pension and Incentive  Benefit  Plans.  During the Employment
Period, Executive (and his spouse and dependents to the extent provided therein)
shall be entitled to participate in and be covered under all the welfare benefit
plans or programs maintained by the Company from time to time for the benefit of
its senior  executives  (other  than  benefits  maintained  exclusively  for the
Chairman  and  Chief  Executive  Officer)  including,  without  limitation,  all
medical, hospitalization, dental, disability, accidental death and dismemberment
and travel accident insurance plans and programs. The Company shall at all times
provide to Executive (and his spouse and dependents to the extent provided under
the applicable plans or programs) (subject to modifications affecting all senior
executive  officers) the same type and levels of  participation  and benefits as
are being provided to other senior  executives (and their spouses and dependents
to the extent  provided  under the  applicable  plans or  programs)  (other than
benefits maintained exclusively for the Chairman and Chief Executive Officer) on
the  Commencement  Date. In addition,  during the Employment  Period,  Executive
shall be eligible to participate in all pension,  retirement,  savings and other
employee benefit plans and programs  maintained from time to time by the Company
for the benefit of its senior executives.

     (f)  Stock Options.

     (i) During each  calendar year of the  Employment  Period  occurring  after
December 31, 1999,  the Committee  shall cause the Company to grant  Executive a
stock option to acquire at least  50,000  shares of the  Companys  common stock
(each,  an Option  and  collectively  the  Options)  at such  time(s) as the
Company has historically  granted stock options to its senior executive officers
during the year; provided,  that, such grants shall be made by at least December
31 of each calendar year occurring after December 31, 1999.  Notwithstanding the
foregoing,  unless  otherwise  waived  by  Executive  in  his  sole  discretion,
Executive  shall receive no less than the number of Options  granted  during any
prior year of employment.  In addition, to the extent necessary to carry out the
intended  terms of this  paragraph  (f)(i),  such  number  of  options  shall be
adjusted as is  necessary to take into account any change in the common stock of
the Company in a manner consistent with adjustments made to other option holders
of the Company.

     (ii) All Options  described in paragraph (i) above shall be granted subject
to the following terms and conditions: (A) except as provided below, the Options
shall be granted under and subject to the Companys  stock option plan;  (B) the
exercise price per share of each Option shall be equal to the last reported sale
price of the  Companys  common  stock on the New York Stock  Exchange  (or such
other principal  trading market for the Companys  common stock) at the close of
the trading day  immediately  preceding  the date as of which the grant is made;
(C) each Option shall be vested and  exercisable as determined by the Committee;
(D) each Option shall be exercisable for the ten (10) year period  following the
date of grant  whether or not  Executive is then  employed;  and (E) each Option
shall be evidenced by, and subject to, a stock option  agreement whose terms and
conditions are consistent with the terms hereof.

     6. Termination.  Executives  employment hereunder may be terminated during
the Employment Period under the following circumstances:

     (a) Death. Executives employment hereunder shall terminate upon his death.

     (b) Disability.  If, as a result of Executives  incapacity due to physical
or mental illness, Executive shall have been substantially unable to perform his
duties hereunder for an entire period of six (6) consecutive  months, and within
thirty (30) days after written Notice of Termination is given after such six (6)
month period,  Executive shall not have returned to the substantial  performance
of his  duties  on a  full-time  basis,  the  Company  shall  have the  right to
terminate   Executives   employment   hereunder  for  Disability,   and  such
termination  in and of  itself  shall  not be,  nor  shall it be deemed to be, a
breach of this Agreement.

     (c)  Cause.  The  Company  shall  have the right to  terminate  Executives
employment  for Cause,  and such  termination in and of itself shall not be, nor
shall it be deemed  to be, a breach  of this  Agreement.  For  purposes  of this
Agreement,  the Company shall have Cause to terminate  Executives  employment
upon Executives:

     (i) final conviction of a felony involving moral turpitude; or

     (ii) willful  misconduct  that is  materially  and  demonstrably  injurious
economically to the Company.

For purposes of this Section 6(c), no act, or failure to act, by Executive shall
be considered  willful  unless committed in bad faith and without a reasonable
belief that the act or omission was in the best  interests of the Company or any
entity in control of,  controlled  by or under  common  control with the Company
(Affiliates)  thereof.  Cause shall not exist under  paragraph (ii) unless and
until the Company has delivered to Executive a copy of a resolution duly adopted
by three-quarters  of the Board (excluding  Executive) at a meeting of the Board
called and held for such purpose  (after  reasonable  (but in no event less than
thirty (30) days) notice to Executive and an opportunity for Executive, together
with his counsel, to be heard before the Board),  finding that in the good faith
opinion of the Board, Executive was guilty of the conduct set forth in paragraph
(ii) and specifying the particulars  thereof in detail.  This Section 6(c) shall
not prevent  Executive from challenging in any arbitration or court of competent
jurisdiction the Boards  determination  that Cause exists or that Executive has
failed to cure any act (or failure to act) that purportedly formed the basis for
the Boards determination.

     (d) Good Reason.  Executive may terminate his  employment for Good Reason
anytime after  Executive  has actual  knowledge of the  occurrence,  without the
written consent of Executive, of one of the following events:

     (i) (A) any change in the duties or responsibilities  (including  reporting
responsibilities)  of Executive that is inconsistent in any adverse respect with
Executives  position(s),  duties,  responsibilities  or status with the Company
immediately  prior to such change  (including  any  diminution of such duties or
responsibilities)  or (B) an  adverse  change in  Executives  titles or offices
(including, membership on the Board) with the Company;

     (ii) a reduction in Executives Base Salary or Bonus opportunity;

     (iii) (A) any requirement  that Executive  travel on Company business to an
extent   substantially   greater  than  the  travel   obligations  of  Executive
immediately  prior to the date of this  Agreement or (B) the  relocation  of the
Companys  principal  executive  offices or Executives own office location to a
location more than fifteen (15) miles from their location  immediately  prior to
the date hereof;

     (iv) the failure of the Company or any  Affiliate to continue in effect any
material  employee  benefit plan,  compensation  plan,  welfare  benefit plan or
fringe benefit plan in which Executive is participating immediately prior to the
date of this  Agreement  or the  taking  of any  action  by the  Company  or any
Affiliate which would adversely  affect  Executives  participation in or reduce
Executives  benefits  under any such plan,  unless  Executive  is  permitted to
participate in other plans  providing  Executive with  substantially  equivalent
benefits;

     (v) any  refusal by the  Company or any  Affiliate  to  continue  to permit
Executive to engage in  activities  not directly  related to the business of the
Company  which  Executive  was  permitted to engage in prior to the date of this
Agreement;

     (vi) any purported termination of Executives employment for Cause which is
not  effected  pursuant to the  procedures  of Section 6(c) (and for purposes of
this Agreement, no such purported termination shall be effective);

     (vii) the Companys or any  Affiliates  failure to provide in all material
respects the indemnification set forth in Section 11 of this Agreement;

     (viii) a Change in Control of the Company;  provided, that, the transaction
contemplated by the Company and AMFM, Inc. shall not be deemed to be a Change in
Control for purposes of this clause (viii);

     (ix) the failure of the Company to obtain the assumption agreement from any
successor as contemplated in Section 13(a);

     (x) the  Company or any  Affiliate  providing  Executive  the notice not to
renew the Employment Period as contemplated by Section 2 hereof;

     (xi) any time that neither L. Lowry Mays, Mark Mays nor Randall Mays is the
Chairman and Chief Executive Officer of the Company;

     (xii) any other  breach of a material  provision  of this  Agreement by the
Company or any Affiliate.

     For  purposes of clauses (i) through  (vii) and (xii)  above,  an isolated,
insubstantial  and inadvertent  action taken in good faith and which is remedied
by the Company  within ten (10) days after  receipt of notice  thereof  given by
Executive  shall not  constitute  Good  Reason.  Executives  right to terminate
employment for Good Reason shall not be affected by  Executives  incapacity due
to mental or physical  illness and Executives  continued  employment  shall not
constitute  consent  to, or a waiver of rights  with  respect  to,  any event or
condition constituting Good Reason.

     (e)  Without  Cause.   The  Company  shall  have  the  right  to  terminate
Executives  employment  hereunder  without Cause by providing  Executive with a
Notice of Termination at least thirty (30) days prior to such  termination,  and
such termination  shall not in and of itself be, nor shall it be deemed to be, a
breach of this Agreement.  Notwithstanding any other provision of this Agreement
to the contrary,  in the event that Executives  employment is terminated by the
Company without Cause within six (6) months prior to the date that, or on or one
(1) year  after the date  that,  L.  Lowry  Mays or Mark  Mays is no longer  the
Chairman  and Chief  Executive  Officer  of the  Company  for any  reason,  then
Executive  shall  automatically  be deemed to have terminated his employment for
Good Reason under Section 6(d)(xi) and the Severance Multiple (as defined below)
shall be fourteen  (14) and the Company shall make all of the payments due under
Section 8(a) of this  Agreement to Executive,  off-set only by amounts,  if any,
already paid under Section 8(a).

     (f) Without Good Reason.  Executive  shall have the right to terminate  his
employment  hereunder without Good Reason by providing the Company with a Notice
of  Termination  at least thirty (30) days prior to such  termination,  and such
termination  shall  not in and of  itself  be,  nor  shall it be deemed to be, a
breach of this Agreement.

     For purposes of this Agreement,  a Change in Control of the Company means
the occurrence of one of the following events:

     (1) individuals  who, on the Commencement  Date,  constitute the Board (the
Incumbent Directors) cease for any reason to constitute at least a majority of
the Board,  provided  that any person  becoming  a  director  subsequent  to the
Commencement  Date whose  election or nomination  for election was approved by a
vote of at least two-thirds of the Incumbent Directors then on the Board (either
by a specific vote or by approval of the proxy statement of the Company in which
such  person is named as a  nominee  for  director,  without  objection  to such
nomination)  shall  be  an  Incumbent  Director;   provided,  however,  that  no
individual  initially  elected or  nominated  as a director  of the Company as a
result of an actual or threatened  election contest with respect to directors or
as a result of any other actual or threatened  solicitation  of proxies by or on
behalf of any person other than the Board shall be an Incumbent Director;

     (2) any  person  (as such  term is  defined  in  Section  3(a)(9)  of the
Securities  Exchange  Act of 1934 (the Exchange  Act) and as used in Sections
13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes, after the Commencement
Date, a  beneficial  owner (as defined in Rule 13d-3 under the Exchange  Act),
directly or indirectly, of securities of the Company representing 20% or more of
the combined voting power of the Companys then outstanding  securities eligible
to vote  for the  election  of the  Board  (the Company  Voting  Securities);
provided,  however,  that an event  described in this paragraph (2) shall not be
deemed to be a Change in Control if any of  following  becomes such a beneficial
owner: (A) the Company or any  majority-owned  subsidiary  (provided,  that this
exclusion  applies  solely  to  the  ownership  levels  of  the  Company  or the
majority-owned subsidiary), (B) any tax-qualified,  broad-based employee benefit
plan  sponsored or maintained by the Company or any  majority-owned  subsidiary,
(C) any underwriter  temporarily  holding securities  pursuant to an offering of
such  securities,  (D) any person pursuant to a  Non-Qualifying  Transaction (as
defined in paragraph  (3)), or (E)  Executive or any group of persons  including
Executive  (or any  entity  controlled  by  Executive  or any  group of  persons
including Executive).

     (3)  the  approval  by  the  shareholders  of  the  Company  of  a  merger,
consolidation,  share  exchange or similar  form of  transaction  involving  the
Company or any of its  subsidiaries,  or the sale of all or substantially all of
the Companys assets (a Business  Transaction),  unless immediately  following
such  Business  Transaction  (i) more than 65% of the total  voting power of the
entity  resulting  from such Business  Transaction  or the entity  acquiring the
Companys assets in such Business  Transaction (the Surviving  Corporation) is
beneficially  owned,  directly  or  indirectly,  by the  Companys  shareholders
immediately  prior to any such Business  Transaction,  and (ii) no person (other
than the persons set forth in clauses (A), (B), or (C) of paragraph (2) above or
any   tax-qualified,   broad-based   employee  benefit  plan  of  the  Surviving
Corporation or its Affiliates) beneficially owns, directly or indirectly, 20% or
more of the total voting power of the Surviving  Corporation (a  Non-Qualifying
Transaction); or

     (4) Board approval of a liquidation  or dissolution of the Company,  unless
the  voting  common  equity  interests  of  an  ongoing  entity  (other  than  a
liquidating  trust) are  beneficially  owned,  directly  or  indirectly,  by the
Companys   shareholders  in   substantially   the  same   proportions  as  such
shareholders  owned the Companys  outstanding  voting  common equity  interests
immediately  prior to such  liquidation  and such  ongoing  entity  assumes  all
existing obligations of the Company to Executive under this Agreement.

     7. Termination Procedure.

     (a) Notice of Termination. Any termination of Executives employment by the
Company or by Executive  during the  Employment  Period (other than  termination
pursuant to Section 6(a)) shall be communicated by written Notice of Termination
to the other party  hereto in  accordance  with Section 14. For purposes of this
Agreement,  a Notice of  Termination  shall mean a notice which shall indicate
the specific  termination  provision in this Agreement relied upon and shall set
forth in  reasonable  detail  the facts and  circumstances  claimed to provide a
basis  for  termination  of  Executives   employment  under  the  provision  so
indicated.

     (b)  Date  of  Termination.   Date  of  Termination  shall  mean  (i)  if
Executives  employment is terminated by his death, the date of his death,  (ii)
if Executives  employment is terminated  pursuant to Section 6(b),  thirty (30)
days  after  Notice  of  Termination  (provided  that  Executive  shall not have
returned  to the  substantial  performance  of his duties on a  full-time  basis
during such thirty (30) day  period),  and (iii) if  Executives  employment  is
terminated  for any other reason,  the date on which a Notice of  Termination is
given or any  later  date  (within  thirty  (30) days  after the  giving of such
notice) set forth in such Notice of Termination.

     8.  Compensation  Upon  Termination  or  During  Disability.  In the  event
Executive is disabled or his employment terminates during the Employment Period,
the Company  shall  provide  Executive  with the payments and benefits set forth
below.  Executive  acknowledges  and agrees that the  payments set forth in this
Section 8 constitute liquidated damages for termination of his employment during
the Employment Period.

     (a)  Termination By Company  without Cause or By Executive for Good Reason.
If  Executives  employment  is  terminated  by the Company  without Cause or by
Executive for Good Reason:

     (i) within five (5) days following such termination,  the Company shall pay
to  Executive  (A) his Base Salary,  Bonus and accrued  vacation pay through the
Date of Termination,  as soon as practicable  following the Date of Termination,
and (B) a  lump-sum  cash  payment  equal to seven  (7)  times  (the  Severance
Multiple)  the  sum of  Executives  Base  Salary  and  highest  Bonus  paid to
Executive in the three year period  preceding such termination  (including,  for
this  purpose,  any and all bonuses paid to Executive  prior to the date of this
Agreement);  provided,  that, for purposes of this Section 8(a)(i),  Executives
Bonus shall be deemed to be no less than $1,000,000; provided, further, that, if
Executive terminates his employment for the Good Reason event (whether or not in
conjunction  with any other Good Reason event) set forth in Section 6(d)(xi) (or
is deemed to have terminated his employment under Section 6(d)(xi) in accordance
with Section 6(e) of this Agreement),  the Severance  Multiple shall be equal to
fourteen (14); and

     (ii) the Company shall maintain in full force and effect, for the continued
benefit of Executive,  his spouse and his  dependents  for a period of seven (7)
years  following the Date of Termination the medical,  hospitalization,  dental,
and life insurance  programs in which  Executive,  his spouse and his dependents
were participating  immediately prior to the Date of Termination at the level in
effect and upon  substantially the same terms and conditions  (including without
limitation  contributions  required by Executive  for such  benefits) as existed
immediately prior to the Date of Termination;  provided, that, if Executive, his
spouse or his dependents  cannot continue to participate in the Company programs
providing such  benefits,  the Company shall arrange to provide  Executive,  his
spouse and his  dependents  with the economic  equivalent of such benefits which
they otherwise would have been entitled to receive under such plans and programs
(Continued Benefits),  provided, that, such Continued Benefits shall terminate
on the  date or dates  Executive  receives  equivalent  coverage  and  benefits,
without waiting period or pre-existing  condition  limitations,  under the plans
and  programs  of a  subsequent  employer  (such  coverage  and  benefits  to be
determined on a coverage-by-coverage or benefit-by-benefit, basis); and

     (iii) the  Company  shall  reimburse  Executive  pursuant  to Section 5 for
reasonable  expenses  incurred,  but  not  paid  prior  to such  termination  of
employment; and

     (iv) Executive shall be entitled to any other rights,  compensation  and/or
benefits as may be due to Executive in accordance  with the terms and provisions
of any agreements, plans or programs of the Company; and

     (v) As of the  Date of  Termination,  Executive  shall be  granted  a stock
option to acquire  1,000,000 shares of the Companys common stock  (Termination
Option)  under the  following  conditions,  (A) except as provided  below,  the
Termination  Option shall be granted  under and subject to the  Companys  stock
option plan; (B) the exercise price per share of the Termination Option shall be
equal to the last reported  sale price of the Companys  common stock on the New
York Stock  Exchange (or such other  principal  trading market for the Companys
common stock) at the close of the trading day immediately  preceding the Date of
Termination;  (C) the Termination Option shall be 100% vested and exercisable on
the date of grant;  (D) the Termination  Option shall be exercisable for the ten
(10) year period  following the Date of Termination  whether or not Executive is
still providing services to the Company;  and (E) each Option shall be evidenced
by, and subject to, a stock  option  agreement  whose terms and  conditions  are
consistent with the terms hereof;  provided,  that, if Executive  terminates his
employment  for the Good Reason event  (whether or not in  conjunction  with any
other Good  Reason  event) set forth in Section  6(d)(xi)  (or is deemed to have
terminated his employment under Section 6(d)(xi) in accordance with Section 6(e)
of this Agreement),  the number of Termination  Options  Executive shall receive
shall be equal to 2,000,000.  In addition,  to the extent necessary to carry out
the intended terms of this paragraph (a)(v),  such number of Termination Options
shall be adjusted as is  necessary to take into account any change in the common
stock of the  Company  in a manner  consistent  with  adjustments  made to other
option holders of the Company.  The Company shall take all action necessary such
that the  shares of common  stock  issuable  upon  exercise  of the  Termination
Options (and all other shares of common stock held by Executive)  are registered
on Form S-4 or Form S-8 (or any successor or other appropriate forms).

     (vi)  Notwithstanding  the terms or conditions  of any stock option,  stock
appreciation  right or similar  agreements  between the Company and Executive to
the contrary,  and for purposes  thereof,  such agreements shall be deemed to be
amended in  accordance  with this Section  8(a)(vi) if need be as of the Date of
Termination  and neither the Company,  the Board nor the Committee shall take or
assert any position  contrary to the foregoing,  Executive shall vest, as of the
Date of Termination,  in all rights under such agreements  (i.e.,  stock options
that would otherwise vest after the Date of Termination) and thereafter shall be
permitted  to exercise any and all such rights until the end of the term of such
awards  (regardless  of  any  termination  of  employment  restrictions  therein
contained)  and  restricted  stock held by Executive  shall  become  immediately
vested as of the Date of Termination; and

     (vii)  Executive  shall be paid a lump sum  payment  equal to the amount of
compensation or contributions (as the case may be) by the Company that Executive
would have been entitled to receive (assuming he would have received the maximum
amount payable or  contributable  under each plan or  arrangement  for any year)
under  any  plan or  arrangement  he was  then  participating  (or  entitled  to
participate  in) for a seven (7) year period  following the Date of Termination;
and

     (viii)  Any and all  insurance  benefits  or  policies  for the  benefit of
Executive  shall  become  the sole  property  of  Executive  and,  to the extent
applicable,  all  of  the  Companys  rights  therein  (including  repayment  of
premiums) shall be forfeited by the Company and, to the extent not already made,
the Company shall make all  contributions or payments  required of such policies
for the year of termination; and

     (ix) Any amount  payable  under  this  Section  8(a) shall also  include an
additional  cash payment which shall equal any and all federal,  state and local
taxes due upon the provision of any such benefits or payments  thereunder (other
than taxes due under the  operation of Section 4999 of the Code which Section of
the Code is addressed in Section 8(e) hereof and, if  applicable,  shall work in
conjunction  with this  Section  8(a)(ix)),  which shall be payable to Executive
within  five  (5)  business  days  following  his Date of  Termination  and such
additional payment shall be grossed-up for any additional taxes due thereon (and
any taxes  thereon,  etc.) in a manner  consistent  with the manner set forth in
Section 8(e) of this Agreement, whether or not such Section 8(e) is applicable.

     (b) Cause or By Executive Without Good Reason. If Executives employment is
terminated  by the  Company  for  Cause  or by  Executive  (other  than for Good
Reason):

     (i) the Company shall pay Executive his Base Salary,  Bonus and his accrued
vacation pay through the Date of Termination,  as soon as practicable  following
the Date of Termination; and

     (ii) the  Company  shall  reimburse  Executive  pursuant  to  Section 5 for
reasonable  expenses  incurred,  but  not  paid  prior  to such  termination  of
employment; and

     (iii) Executive shall be entitled to any other rights,  compensation and/or
benefits as may be due to Executive in accordance  with the terms and provisions
of any agreements, plans or programs of the Company.

     (c)  Disability.  During any period  that  Executive  fails to perform  his
duties  hereunder as a result of  incapacity  due to physical or mental  illness
(Disability Period),  Executive shall continue to receive his full Base Salary
set forth in Section 5(a) until his employment is terminated pursuant to Section
6(b). In the event Executives  employment is terminated for Disability pursuant
to Section 6(b):

     (i) the  Company  shall pay to  Executive  (A) his Base  Salary,  Bonus and
accrued  vacation pay through the Date of  Termination,  as soon as  practicable
following the Date of  Termination,  and (B) continued  Base Salary (as provided
for in Section 5(a)) and Continued Benefits for seven (7) years; and

     (ii) the  Company  shall  reimburse  Executive  pursuant  to  Section 5 for
reasonable  expenses  incurred,  but  not  paid  prior  to such  termination  of
employment; and

     (iii) Executive shall be entitled to any other rights,  compensation and/or
benefits as may be due to Executive in accordance  with the terms and provisions
of any agreements, plans or programs of the Company; and

     (iv) Executive shall be paid the amount of  compensation  or  contributions
(as the case may be) by the Company that  Executive  would have been entitled to
receive  (assuming  he  would  have  received  the  maximum  amount  payable  or
contributable  under each plan or  arrangement  for any year)  under any plan or
arrangement  he was then  participating  (or entitled to  participate  in) for a
seven (7) year period following the Date of Termination.

     (d) Death. If Executives employment is terminated by his death:

     (i) the Company shall pay in a lump sum to Executives  beneficiary,  legal
representatives  or estate, as the case may be,  Executives Base Salary,  Bonus
and accrued  vacation pay through the Date of Termination and $1,000,000  (which
may be  paid  through  insurance)  and  shall  provide  Executives  spouse  and
dependents with Continued Benefits for seven (7) year; and

     (ii)  the  Company   shall   reimburse   Executives   beneficiary,   legal
representatives,  or  estate,  as the case may be,  pursuant  to  Section  5 for
reasonable  expenses  incurred,  but  not  paid  prior  to such  termination  of
employment; and

     (iii) Executives beneficiary, legal representatives or estate, as the case
may be, shall be entitled to any other rights,  compensation and benefits as may
be due to any such persons or estate in accordance with the terms and provisions
of any agreements, plans or programs of the Company; and

     (iv) Executives beneficiary,  legal representatives or estate, as the case
may be shall be paid the amount of  compensation or  contributions  (as the case
may be) by the  Company  that  Executive  would  have been  entitled  to receive
(assuming he would have  received the maximum  amount  payable or  contributable
under each plan or  arrangement  for any year) under any plan or  arrangement he
was then  participating  (or  entitled to  participate  in) for a seven (7) year
period following the Date of Termination.

     (e)  Additional  Payments.  (i) Anything in this  Agreement to the contrary
notwithstanding,  in the event it shall be determined  that any payment,  award,
benefit or distribution (or any acceleration of any payment,  award,  benefit or
distribution) by the Company or any entity which effectuates a Change in Control
(or  other  change  in  ownership)  to or for  the  benefit  of  Executive  (the
Payments)  would be subject to the excise tax  imposed by Section  4999 of the
Code,  or any  interest or penalties  are incurred by Executive  with respect to
such excise tax (such excise tax, together with any such interest and penalties,
are hereinafter  collectively referred to as the Excise Tax), then the Company
shall pay to Executive an additional payment (a Gross-Up Payment) in an amount
such that after  payment by  Executive of all taxes  (including  any Excise Tax)
imposed upon the Gross-Up  Payment,  Executive retains an amount of the Gross-Up
Payment equal to the sum of (x) the Excise Tax imposed upon the Payments and (y)
the  product  of any  deductions  disallowed  because  of the  inclusion  of the
Gross-Up Payment in Executives adjusted gross income and the highest applicable
marginal  rate of federal  income  taxation for the  calendar  year in which the
Gross-Up  Payment is to be made. For purposes of  determining  the amount of the
Gross-Up  Payment,  Executive shall be deemed to (A) pay federal income taxes at
the highest  marginal rates of federal income taxes at the highest marginal rate
of taxation for the calendar  year in which the Gross-Up  Payment is to be made,
(B) pay applicable  state and local income taxes at the highest marginal rate of
taxation for the calendar year in which the Gross-Up  Payment is to be made, net
of the maximum  reduction in federal  income taxes which could be obtained  from
deduction  of such  state  and  local  taxes  and (C) have  otherwise  allowable
deductions  for federal  income tax purposes at least equal to those which could
be disallowed  because of the inclusion of the Gross-Up  Payment in  Executives
adjusted gross income.

     (ii)  Subject to the  provisions  of Section  8(e)(i),  all  determinations
required  to be made under  this  Section  8(e),  including  whether  and when a
Gross-Up  Payment is  required,  the  amount of such  Gross-Up  Payment  and the
assumptions to be utilized in arriving at such determinations,  shall be made by
a nationally  recognized  public  accounting  firm that is selected by Executive
(the  Accounting  Firm) which shall provide detailed  supporting  calculations
both to the Company and  Executive  within  fifteen  (15)  business  days of the
receipt of notice from the Company or  Executive  that there has been a Payment,
or such earlier time as is requested by the Company or Executive  (collectively,
the  Determination).  All fees and  expenses of the  Accounting  Firm shall be
borne  solely by the  Company and the  Company  shall  enter into any  agreement
requested by the  Accounting  Firm in  connection  with the  performance  of the
services hereunder. The Gross-Up Payment under this Section 8(e) with respect to
any  Payments  made to  Executive  shall be made no later than  thirty (30) days
following such Payment.  If the Accounting Firm determines that no Excise Tax is
payable by Executive,  it shall furnish Executive with a written opinion to such
effect,  and to the effect  that  failure to report the Excise  Tax,  if any, on
Executives  applicable  federal  income  tax  return  should  not result in the
imposition of a negligence or similar penalty.

     (iii) As a result of the  uncertainty in the application of Section 4999 of
the Code at the time of the Determination, it is possible that Gross-Up Payments
which  will  not  have  been  made  by  the   Company   should  have  been  made
(Underpayment)  or Gross-Up  Payments are made by the Company which should not
have been made (Overpayment),  consistent with the calculations required to be
made  hereunder.  In the event that  Executive  thereafter  is  required to make
payment of any Excise Tax or additional  Excise Tax, the  Accounting  Firm shall
determine  the  amount  of the  Underpayment  that  has  occurred  and any  such
Underpayment   (together   with   interest  at  the  rate  provided  in  Section
1274(b)(2)(B)  of the Code) shall be promptly  paid by the Company to or for the
benefit of Executive.  In the event the amount of the Gross-Up  Payment  exceeds
the amount  necessary to reimburse  Executive for his Excise Tax, the Accounting
Firm shall  determine the amount of the  Overpayment  that has been made and any
such  Overpayment  (together  with  interest  at the rate  provided  in  Section
1274(b)(2)  of the Code) shall be promptly  paid by Executive  (to the extent he
has received a refund if the applicable Excise Tax has been paid to the Internal
Revenue  Service)  to or  for  the  benefit  of  the  Company.  Executive  shall
cooperate,  to the extent his expenses are  reimbursed by the Company,  with any
reasonable  requests by the Company in  connection  with any contest or disputes
with the Internal Revenue Service in connection with the Excise Tax.

     9. Mitigation.  Executive shall not be required to mitigate amounts payable
under this Agreement by seeking other  employment or otherwise,  and there shall
be no offset  against  amounts due Executive  under this Agreement on account of
subsequent  employment  except as specifically  provided  herein.  Additionally,
amounts owed to Executive under this Agreement shall not be offset by any claims
the Company may have against Executive and the Companys  obligation to make the
payments provided for in this Agreement and otherwise to perform its obligations
hereunder, shall not be affected by any other circumstances,  including, without
limitation,  any  counterclaim,  recoupment,  defense or other  right  which the
Company may have against Executive or others.

     10. Restrictive Covenants.

     (a) Confidential Information.  Executive shall hold in a fiduciary capacity
for the benefit of the Company all trade secrets and  confidential  information,
knowledge or data relating to the Company and its  businesses  and  investments,
which shall have been obtained by Executive during Executives employment by the
Company and which is not generally  available  public  knowledge  (other than by
acts by Executive in violation of this Agreement).  Except as may be required or
appropriate in connection with his carrying out his duties under this Agreement,
Executive shall not,  without the prior written consent of the Company or as may
otherwise  be  required  by law or any  legal  process,  or as is  necessary  in
connection  with any adversarial  proceeding  against the Company (in which case
Executive shall use his reasonable best efforts in cooperating  with the Company
in  obtaining a  protective  order  against  disclosure  by a court of competent
jurisdiction),  communicate  or  divulge  any such trade  secrets,  information,
knowledge or data to anyone other than the Company and those  designated  by the
Company or on behalf of the  Company in the  furtherance  of its  business or to
perform duties hereunder.

     (b)  Non-Solicitation.Executive  hereby  agrees,  in  consideration  of his
employment  hereunder  and in view of the  confidential  position  to be held by
Executive  hereunder,  that after his  termination  of employment in which he is
entitled to the benefits set forth in Section 8(a) hereof and through the second
anniversary  thereof,  Executive  shall not  directly or  indirectly  induce any
employee of the Company to terminate  such  employment or to become  employed by
any other radio broadcasting station.

     (c)  Non-Competition.  Executive  hereby agrees,  in  consideration  of his
employment  hereunder  and in view of the  confidential  position  to be held by
Executive  hereunder,  that after his  termination  of employment in which he is
entitled to the benefits set forth in Section 8(a) hereof and through the second
anniversary thereof, he shall not be employed by or perform activities on behalf
of, or have an ownership  interest in, any person,  firm,  corporation  or other
entity,  or in  connection  with any  business  enterprise,  that is directly or
indirectly  engaged  in  any of  the  radio,  television,  or  related  business
activities  in  which  the  Company  and  its   subsidiaries   have  significant
involvement  (other than direct or  beneficial  ownership  of up to five percent
(5%) of any entity whether or not in the same or competing business.

     (e) Blue Pencil.  The parties hereby  acknowledge  that the restrictions in
this Section 10 have been  specifically  negotiated and agreed to by the parties
hereto and are  limited  only to those  restrictions  necessary  to protect  the
Company and its subsidiaries from unfair  competition.  The parties hereby agree
that if the scope or enforceability of any provision,  paragraph or subparagraph
of this Section 10 is in any way  disputed at any time,  and should a court find
that such  restrictions  are overly broad,  the court may modify and enforce the
covenant  to  the  extent  that  it   believes  to  be   reasonable   under  the
circumstances.  Each provision, paragraph and subparagraph of this Section 10 is
separable  from  every  other   provision,   paragraph,   and  subparagraph  and
constitutes a separate and distinct  covenant.  Executive  acknowledges that the
Company operates in major,  medium and small sized markets throughout the United
States and North  America and that the effect of Section 10(c) may be to prevent
him from working in a competitive  business after his  termination of employment
hereunder.

     (f) Remedies.  Executive hereby expressly  acknowledges  that any breach or
threatened  breach by  Executive  of any of the terms set forth in Section 10 of
this Agreement may result in significant  and continuing  injury to the Company,
the  monetary  value  of which  would be  impossible  to  establish.  Therefore,
Executive  agrees  that the Company  shall be  entitled to apply for  injunctive
relief in a court of appropriate jurisdiction.

     11. Indemnification.

     (a)  General.  The Company  agrees that if  Executive  is made a party or a
threatened to be made a party to any action, suit or proceeding,  whether civil,
criminal,  administrative  or investigative (a Proceeding),  by reason of the
fact that  Executive is or was a trustee,  director or officer of the Company or
any subsidiary of the Company or is or was serving at the request of the Company
or any subsidiary as a trustee, director,  officer, member, employee or agent of
another corporation or a partnership,  joint venture, trust or other enterprise,
including,  without limitation,  service with respect to employee benefit plans,
whether or not the basis of such  Proceeding  is alleged  action in an  official
capacity  as a trustee,  director,  officer,  member,  employee  or agent  while
serving as a trustee,  director,  officer,  member, employee or agent, Executive
shall be  indemnified  and held  harmless by the  Company to the fullest  extent
authorized by Texas law, as the same exists or may hereafter be amended, against
all Expenses incurred or suffered by Executive in connection therewith, and such
indemnification  shall  continue as to Executive even if Executive has ceased to
be an  officer,  director,  trustee or agent,  or is no longer  employed  by the
Company  and  shall  inure  to  the   benefit  of  his  heirs,   executors   and
administrators.

     (b) Expenses. As used in this Agreement, the term Expenses shall include,
without limitation,  damages, losses, judgments,  liabilities, fines, penalties,
excise taxes,  settlements,  and costs,  attorneys fees, accountants fees, and
disbursements and costs of attachment or similar bonds, investigations,  and any
expenses of establishing a right to indemnification under this Agreement.

     (c) Enforcement.  If a claim or request under this Agreement is not paid by
the Company or on its behalf,  within  thirty (30) days after a written claim or
request has been received by the Company,  Executive may at any time  thereafter
bring suit  against  the  Company to recover  the unpaid  amount of the claim or
request and if successful in whole or in part, Executive shall be entitled to be
paid  also  the  expenses  of  prosecuting   such  suit.  All   obligations  for
indemnification  hereunder  shall be subject  to, and paid in  accordance  with,
applicable Texas law.

     (d) Partial  Indemnification.  If Executive is entitled under any provision
of this Agreement to indemnification by the Company for some or a portion of any
Expenses,  but not, however,  for the total amount thereof,  the Company,  shall
nevertheless  indemnify  Executive  for the  portion of such  Expenses  to which
Executive is entitled.

     (e) Advances of Expenses. Expenses incurred by Executive in connection with
any Proceeding shall be paid by the Company in advance upon request of Executive
that the Company pay such Expenses;  but, only in the event that Executive shall
have  delivered in writing to the Company (i) an  undertaking  to reimburse  the
Company  for  Expenses  with  respect  to which  Executive  is not  entitled  to
indemnification  and (ii) an  affirmation  of his  good  faith  belief  that the
standard of conduct necessary for indemnification by the Company has been met.

     (f)  Notice of Claim.  Executive  shall give to the  Company  notice of any
claim made against him for which  indemnification  will or could be sought under
this Agreement.  In addition,  Executive shall give the Company such information
and cooperation as it may reasonably  require and as shall be within Executives
power and at such times and places as are convenient for Executive.

     (g) Defense of Claim.  With respect to any Proceeding as to which Executive
notifies the Company of the commencement thereof:

     (i) The Company will be entitled to participate therein at its own expense;
and

     (ii) Except as otherwise  provided  below,  to the extent that it may wish,
the  Company  will be  entitled  to assume the  defense  thereof,  with  counsel
reasonably satisfactory to Executive, which in the Companys sole discretion may
be regular  counsel to the  Company  and may be  counsel to other  officers  and
directors of the Company or any subsidiary.  Executive also shall have the right
to employ his own counsel in such action,  suit or  proceeding  if he reasonably
concludes that failure to do so would involve a conflict of interest between the
Company and  Executive,  and under such  circumstances  the fees and expenses of
such counsel shall be at the expense of the Company.

     (iii) The Company  shall not be liable to  indemnify  Executive  under this
Agreement  for any amounts paid in  settlement  of any action or claim  effected
without its written consent. The Company shall not settle any action or claim in
any manner which would  impose any penalty or  limitation  on Executive  without
Executives written consent. Neither the Company nor Executive will unreasonably
withhold or delay their consent to any proposed settlement.

     (h)  Non-exclusivity.  The  right to  indemnification  and the  payment  of
expenses  incurred in defending a Proceeding in advance of its final disposition
conferred  in this  Section 11 shall not be  exclusive  of any other right which
Executive may have or hereafter may acquire under any statute,  provision of the
declaration of trust or certificate of  incorporation  or by-laws of the Company
or any subsidiary, agreement, vote of shareholders or disinterested directors or
trustees or otherwise.

     12. Arbitration. Except as provided for in Section 10 of this Agreement, if
any  contest  or  dispute  arises  between  the  parties  with  respect  to this
Agreement, such contest or dispute shall be submitted to binding arbitration for
resolution in San Antonio,  Texas in accordance with the rules and procedures of
the Employment Dispute Resolution Rules of the American Arbitration  Association
then in effect.  The  decision of the  arbitrator  shall be final and binding on
both parties,  and any court of competent  jurisdiction  may enter judgment upon
the award.  The Company  shall pay all  expenses  relating to such  arbitration,
including,  but not limited to, Executives legal fees and expenses,  regardless
of outcome.

     13. Successors; Binding Agreement.

     (a) Companys  Successors.  No rights or  obligations  of the Company under
this  Agreement  may be assigned  or  transferred  except that the Company  will
require  any  successor  (whether  direct  or  indirect,  by  purchase,  merger,
consolidation or otherwise) to all or  substantially  all of the business and/or
assets of the Company to expressly assume and agree to perform this Agreement in
the same manner and to the same  extent  that the  Company  would be required to
perform it if no such  succession  had taken place.  As used in this  Agreement,
Company  shall mean the Company as herein before  defined and any successor to
its business and/or assets (by merger, purchase or otherwise) which executes and
delivers  the  agreement  provided  for in this  Section  13 or which  otherwise
becomes bound by all the terms and  provisions of this Agreement by operation of
law.

     (b)  Executives  Successors.  No rights or obligations of Executive  under
this Agreement may be assigned or transferred by Executive other than his rights
to payments or benefits hereunder,  which may be transferred only by will or the
laws of descent and distribution. Upon Executives death, this Agreement and all
rights of Executive  hereunder  shall inure to the benefit of and be enforceable
by Executives beneficiary or beneficiaries,  personal or legal representatives,
or estate, to the extent any such person succeeds to Executives interests under
this  Agreement.  Executive shall be entitled to select and change a beneficiary
or  beneficiaries  to receive  any  benefit or  compensation  payable  hereunder
following Executives death by giving the Company written notice thereof. In the
event of  Executives  death or a judicial  determination  of his  incompetence,
reference in this Agreement to Executive shall be deemed, where appropriate,  to
refer to his  beneficiary(ies),  estate  or other  legal  representative(s).  If
Executive  should die following his Date of Termination  while any amounts would
still be payable to him hereunder if he had continued to live,  all such amounts
unless  otherwise  provided herein shall be paid in accordance with the terms of
this  Agreement to such person or persons so appointed in writing by  Executive,
or otherwise to his legal representatives or estate.

     14. Notice.  For the purposes of this Agreement,  notices,  demands and all
other  communications  provided  for in this  Agreement  shall be in writing and
shall be deemed to have been duly given when delivered  either  personally or by
United States certified or registered mail,  return receipt  requested,  postage
prepaid, addressed as follows:

                  If to Executive:

                  Randall Mays
                  200 Concord Plaza, Suite 600
                  San Antonio, Texas 78216


                  If to the Company:

                  Clear Channel Communications, Inc.
                  200 Concord Plaza, Suite 600
                  San Antonio, Texas 78216
                  Attention: Chief Executive Officer

with a copy to:

                  Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                  1700 Pacific Avenue
                  Suite 4100
                  Dallas, Texas
                  Attention: Michael Dillard

or to such  other  address  as any party  may have  furnished  to the  others in
writing in accordance  herewith,  except that notices of change of address shall
be effective only upon receipt.

     15.  Miscellaneous.  No  provisions  of  this  Agreement  may  be  amended,
modified,  or waived  unless  such  amendment  or  modification  is agreed to in
writing signed by Executive and by a duly authorized officer of the Company, and
such waiver is set forth in writing  and signed by the party to be  charged.  No
waiver  by either  party  hereto  at any time of any  breach by the other  party
hereto of any  condition or provision of this  Agreement to be performed by such
other  party  shall be deemed a waiver of similar or  dissimilar  provisions  or
conditions  at the same or at any prior or  subsequent  time.  No  agreements or
representations,  oral or  otherwise,  express or implied,  with  respect to the
subject  matter  hereof  have been made by either  party which are not set forth
expressly  in this  Agreement.  The  respective  rights and  obligations  of the
parties  hereunder of this Agreement  shall survive  Executives  termination of
employment and the termination of this Agreement to the extent necessary for the
intended   preservation   of  such  rights  and   obligations.   The   validity,
interpretation, construction and performance of this Agreement shall be governed
by the  laws of the  State of  Texas  without  regard  to its  conflicts  of law
principles.

     16.  Validity.  The  invalidity  or  unenforceability  of any  provision or
provisions of this Agreement shall not affect the validity or  enforceability of
any other  provision  of this  Agreement,  which shall  remain in full force and
effect.

     17.   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of which shall be deemed to be an original  but all of which
together will constitute one and the same instrument.

     18. Entire Agreement.  Except as other provided herein, this Agreement sets
forth the entire  agreement  of the  parties  hereto in  respect of the  subject
matter contained herein and supersede all prior agreements, promises, covenants,
arrangements,  communications,  representations  or warranties,  whether oral or
written,  by any  officer,  employee or  representative  of any party  hereto in
respect of such  subject  matter.  Except as other  provided  herein,  any prior
agreement  of the  parties  hereto in respect of the  subject  matter  contained
herein is hereby terminated and cancelled.

     20.  Withholding.  All payments  hereunder shall be subject to any required
withholding of Federal,  state and local taxes pursuant to any applicable law or
regulation.

     21.  Noncontravention.  The  Company  represents  that the  Company  is not
prevented from entering  into, or performing  this Agreement by the terms of any
law,  order,  rule or regulation,  its by-laws or  declaration of trust,  or any
agreement  to which it is a party,  other than  which  would not have a material
adverse effect on the Companys ability to enter into or perform this Agreement.

     22. Section Headings. The section headings in this Employment Agreement are
for  convenience of reference  only, and they form no part of this Agreement and
shall not affect its interpretation.


  IN WITNESS WHEREOF,  the parties hereto have executed this Agreement on the
date first above written.



                                         CLEAR CHANNEL COMMUNICATIONS, INC.



                                         By:  /s/Mark Mays
                                                 Name: Mark Mays
                                                 Title: President


                                         /s/Randall Mays
                                         Randall Mays