EXHIBIT 3.3


                              ARTICLES OF AMENDMENT
                        TO THE ARTICLES OF INCORPORATION
                      OF CLEAR CHANNEL COMMUNICATIONS, INC.


         Pursuant  to the  provisions  of  article  4.04 of the  Texas  Business
Corporation Act, the undersigned  corporation  adopts the following  articles of
amendment to its articles of incorporation:

                                   ARTICLE ONE

         The name of the corporation is CLEAR CHANNEL COMMUNICATIONS, INC.

                                   ARTICLE TWO

         The following  amendment to the articles of  incorporation,  increasing
the  number  of  shares  that  the  corporation  is  authorized  to  issue  from
152,000,000 shares to 610,000,000 shares, was adopted by the shareholders of the
corporation  on July 13, 1998.  The  amendment  alters or changes  Article Four,
Section 1 and Section 2 of the original or amended articles of incorporation and
the full text of such section is as follows:


                                  "ARTICLE FOUR

"Section  1.  Authorized  Shares.  The  aggregate  number  of  shares  which the
Corporation shall have the authority to issue is 610,000,000 shares,  consisting
of three classes of capital stock:

     (a)  600,000,000 shares of Common Stock ("Common Stock"), par value of $.10
          each;

     (b)  2,000,000  shares  of Class A  Preferred  Stock  ("Class  A  Preferred
          Stock"), par value of $1.00 each; and

     (c)  8,000,000  shares  of Class B  Preferred  Stock  ("Class  B  Preferred
          Stock"), par value of $1.00 each.

Section 2.  Preferred Stock; Designations, Preferences, etc.

     (a)  Class A  Preferred  Stock.  Shares of Class A  Preferred  Stock may be
          issued  from  time to time in one or more  series.  The  Corporation's
          Board of Directors is authorized, subject to limitations prescribed by
          law,  to provide  for the  issuance of the shares of Class A Preferred
          Stock in series,  and by filing a statement pursuant to the applicable
          law of the State of Texas to establish from time to time the number of
          shares to be included in each such series,  to  determine  the powers,
          designations,  preferences  and relative,  participating,  optional or
          other special rights, including voting rights, and the qualifications,
          limitations  or  restrictions  thereof,  of  each  series  of  Class A
          Preferred  Stock and may  increase  or  decrease  the number of shares
          within such series; provided, however, that the Board of Directors may
          not  decrease  the  number of shares  within a series to less than the
          number of shares within such series that are then  outstanding and may
          not  increase  the  number of shares  within a series  above the total
          number of authorized  shares of Class A Preferred  Stock for which the
          powers,  designations,  preferences and rights have not otherwise been
          set forth herein.  Each share of any series of Class A Preferred Stock
          shall be identical with all other shares of such series.

     (b)  Class B  Preferred  Stock.  Shares of Class B  Preferred  Stock may be
          issued  from  time to time in one or more  series.  The  Corporation's
          Board of Directors is authorized, subject to limitations prescribed by
          law,  to provide  for the  issuance of the shares of Class B Preferred
          Stock in series,  and by filing a statement pursuant to the applicable
          law of the State of Texas to establish from time to time the number of
          shares to be included in each such series,  to  determine  the powers,
          designations,  preferences  and relative,  participating,  optional or
          other special rights, including voting rights, and the qualifications,
          limitations  or  restrictions  thereof,  of  each  series  of  Class B
          Preferred Stock; provided,  however, that the holders of shares of any
          series of Class B  Preferred  Stock shall not be entitled to more than
          one vote per share when  voting as a class with the  holders of shares
          of Common Stock. The Board of Directors is further authorized, subject
          to  limitations  prescribed by law, to increase or decrease the number
          of shares  within any  series of Class B  Preferred  Stock;  provided,
          however,  that the Board of  Directors  may not decrease the number of
          shares  within a series to less than the number of shares  within such
          series that are then  outstanding  and may not  increase the number of
          shares within a series above the total number of authorized  shares of
          Class  B  Preferred   Stock  for  which  the   powers,   designations,
          preferences and rights have not otherwise been set forth herein.  Each
          share of any series of Class B Preferred Stock shall be identical with
          all other shares of such series."

                                  ARTICLE THREE

         The number of shares of the corporation outstanding at the time of such
adoption was 124,058,408;  and the number of shares entitled to vote thereon was
124,009,980.


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                                  ARTICLE FOUR

         The number of shares voted for the portion of the amendment to increase
the number of authorized  shares of Common Stock was 98,863,379;  and the number
of shares voted against such portion of the amendment was 16,029,730. The number
of shares voted for the portion of the  amendment  to authorize  the issuance of
Class B Preferred Stock was  83,324,710;  and the number of shares voted against
such portion was 27,322,142.


Dated July 20, 1998.

                                            CLEAR CHANNEL COMMUNICATIONS, INC.


                                            By: /s/ Kenneth E. Wyker 
                                                  Kenneth E. Wyker
                                                  Secretary