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