EXHIBIT 4.10





                       CLEAR CHANNEL COMMUNICATIONS, INC.

                                       AND

                              THE BANK OF NEW YORK,


                                   as Trustee


                             ----------------------

                          EIGHTH SUPPLEMENTAL INDENTURE

                         Dated as of September 12, 2000

                                       TO

                                SENIOR INDENTURE

                           Dated as of October 1, 1997


                             ----------------------

                    7.25% Senior Notes Due September 15, 2003









<PAGE>




                                    Eighth Supplemental  Indenture,  dated as of
                           the  12th  day  of  September   2000  (this   "Eighth
                           Supplemental   Indenture"),   between  Clear  Channel
                           Communications,  Inc., a corporation  duly  organized
                           and  existing  under  the laws of the  State of Texas
                           (hereinafter  sometimes referred to as the "Company")
                           and  The  Bank  of  New  York,  a  New  York  banking
                           corporation,   as  trustee   (hereinafter   sometimes
                           referred  to as the  "Trustee")  under the  Indenture
                           dated as of October 1, 1997,  between the Company and
                           the  Trustee  (the  "Indenture");  as  set  forth  in
                           Section 5.01 hereto and except as otherwise set forth
                           herein,  all terms  used and not  defined  herein are
                           used as defined in the Indenture.

                  WHEREAS,  the Company  executed and delivered the Indenture to
the Trustee to provide for the future issuance of its  Securities,  to be issued
from time to time in  series as might be  determined  by the  Company  under the
Indenture, in an unlimited aggregate principal amount which may be authenticated
and delivered thereunder as in the Indenture provided;

                  WHEREAS,  pursuant to the terms of the Indenture,  the Company
desires to provide for the establishment of a new series of its Securities to be
known as its 7.25%  Senior  Notes Due  September  15,  2003 (said  series  being
hereinafter  referred to as the "7.25% Notes"), the form of such 7.25% Notes and
the terms,  provisions and conditions thereof to be as provided in the Indenture
and this Eighth Supplemental Indenture;

                  WHEREAS,  the Company desires and has requested the Trustee to
join  with  it in  the  execution  and  delivery  of  this  Eighth  Supplemental
Indenture,  and all  requirements  necessary  to make this  Eighth  Supplemental
Indenture a valid  instrument,  enforceable in accordance with its terms, and to
make the 7.25%  Notes,  when  executed  by the  Company  and  authenticated  and
delivered  by the  Trustee,  the valid  obligations  of the  Company,  have been
performed and  fulfilled,  and the  execution and delivery of this  Supplemental
Indenture and the 7.25% Notes have been in all respects duly authorized.




<PAGE>




                  NOW,   THEREFORE,   in   consideration  of  the  purchase  and
acceptance  of the 7.25%  Notes by the holders  thereof,  and for the purpose of
setting forth, as provided in the Indenture, the form of the 7.25% Notes and the
terms,  provisions and conditions thereof, the Company covenants and agrees with
the Trustee as follows:


                                    ARTICLE I

                         General Terms and Conditions of
                                 the 7.25% Notes

                  SECTION  1.01.  (a) There shall be and is hereby  authorized a
series of Securities designated the "7.25% Senior Notes Due September 15, 2003",
initially  limited in aggregate  principal amount to  $750,000,000.  Without the
consent of the Holders of the Notes, the aggregate principal amount of the 7.25%
Notes may be increased in the future,  on the same terms and conditions and with
the same CUSIP number as the 7.25% Notes have.  The 7.25% Notes shall mature and
the principal  thereof  shall be due and payable,  together with all accrued and
unpaid interest thereon on September 15, 2003.

                  SECTION 1.02. (a) The 7.25% Notes shall be initially issued as
Global  Securities.  Principal  and  interest  on  the  7.25%  Notes  issued  in
certificated  form will be  payable,  the  transfer  of such 7.25% Notes will be
registrable  and such 7.25% Notes will be  exchangeable  for 7.25% Notes bearing
identical  terms and  provisions  at the office or agency of the  Company in the
Borough of  Manhattan,  The City and State of New York provided for that purpose
and  transfers  of the  7.25%  Notes  will  also  be  registrable  at any of the
Company's  other  offices or  agencies  as the  Company  may  maintain  for that
purpose;  provided,  however, that payment of interest may be made at the option
of the Company by check mailed to the registered holder at such address as shall
appear in the Security  Register and that the payment of principal  with respect
to the 7.25%  Notes will only be made upon  surrender  of the 7.25% Notes to the
Trustee.

                  SECTION  1.03.  Each 7.25% Note will bear interest at the rate
specified below from September 12, 2000 until the principal  thereof becomes due
and payable,  payable  semi-annually  in arrears on March 15 and September 15 of
each year (each, an "Interest  Payment Date",  commencing on March 15, 2001), to
the person in whose name such 7.25% Note (or one or more Predecessor Securities)
is  registered  at the close of  business  on the  Regular  Record Date for such
interest  installment,  which,  except as set forth below,  shall be, March 1 or
September  1 next  preceding  the  Interest  Payment  Date with  respect to such
interest  installment.  Any  installment of interest not punctually paid or duly
provided for shall forthwith  cease to be payable to the registered  holder of a
7.25% Note on such  Regular  Record  Date and may be paid to the person in whose
name such 7.25% Note (or one or more  Predecessor  Securities)  is registered at
the close of  business  on a Special  Record Date to be fixed by the Trustee for
the  payment  of such  defaulted  interest,  notice  whereof  to be given to the
registered  holders  of the  7.25%  Notes  not less  than 10 days  prior to such
Special  Record Date,  or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the 7.25%
Notes may be listed,  and upon such notice as may be required by such  exchange,
all as more fully provided in the Indenture.


<PAGE>


     The amount of interest payable for any period will be computed on the basis
of a 360-day year consisting of twelve 30 day months. In the event that any date
on which  interest  is payable on the 7.25%  Notes is not a Business  Day,  then
payment of interest payable on such date will be made on the next succeeding day
which is a Business Day (and without any interest or other payment in respect of
any such delay).

                  SECTION 1.04.  The 7.25% Notes are not entitled to any sinking
fund.

                  SECTION 1.05.  Section 101 of the Indenture is hereby amended,
solely with respect to the 7.25% Notes, by amending and restating the definition
of  "Principal  Property"  as  follows:  "Principal  Property"  means  any radio
broadcasting, television broadcasting, outdoor advertising or live entertainment
property  located in the  United  States  owned or leased by the  Company or any
Subsidiary,  unless,  in the opinion of the Board of  Directors  of the Company,
such  properties  are not in the  aggregate of material  importance to the total
business conducted by the Company and its Subsidiaries as an entirety.


                                   ARTICLE II

                    No Optional Redemption of the 7.25% Notes

                  SECTION  2.01.  The  Company  will  have no right of  optional
redemption at any time prior to September 15, 2003.


                                   ARTICLE III


                               Form of 7.25% Notes

                  SECTION 3.01. The 7.25% Notes and the Trustee's Certificate of
Authentication  to be endorsed  thereon are to be substantially in the following
forms:

                  UNLESS  THIS   CERTIFICATE   IS  PRESENTED  BY  AN  AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION  ("DTC"),
TO THE ISSUER OR ITS AGENT FOR  REGISTRATION  OF TRANSFER,  EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED  REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH  OTHER  ENTITY AS IS  REQUESTED  BY AN  AUTHORIZED
REPRESENTATIVE  OF DTC),  ANY TRANSFER,  PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL  SINCE THE  REGISTERED  OWNER  HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.




<PAGE>


         THIS  SECURITY IS A GLOBAL  SECURITY  AS  REFERRED TO IN THE  INDENTURE
HEREINAFTER REFERENCED. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
THE INDIVIDUAL  SECURITIES  REPRESENTED  HEREBY, THIS GLOBAL SECURITY MAY NOT BE
TRANSFERRED  EXCEPT AS A WHOLE BY THE  DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE  DEPOSITARY TO THE  DEPOSITARY OR ANOTHER  NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR
A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.


                       Clear Channel Communications, Inc.
                    7.25% Senior Note Due September 15, 2003

Registered                                                      $[   ],000,000

No. R-[  ]                                                   CUSIP 184502 AJ 1

                  CLEAR  CHANNEL   COMMUNICATIONS,   INC.,  a  corporation  duly
organized and existing  under the laws of the State of Texas (herein  called the
"Company",  which term  includes any successor  under the Indenture  hereinafter
referred to), for value received, hereby promises to pay to

                                   Cede & Co.



<PAGE>


or registered assigns, the principal sum of $[ ],000,000 at the office or agency
of the Company in the Borough of  Manhattan,  The City of New York, on September
15, 2003 in such coin or currency of the United States of America as at the time
of payment  shall be legal  tender for the payment of public and private  debts,
and to pay  interest  on  said  principal  sum  semi-annually  on  March  15 and
September 15 of each year,  commencing March 15, 2001 (each an "Interest Payment
Date"),  at said  office or agency,  in like coin or  currency,  at the rate per
annum specified in the title hereof,  from March 15 or September 15, as the case
may be, next  preceding the date of this Note to which interest on the Notes has
been paid or duly  provided  for  (unless  the date  hereof is the date to which
interest on the Notes has been paid or duly provided for, in which case from the
date of this  Note),  or if no  interest  has  been  paid on the  Notes  or duly
provided  for, from  September 12, 2000 until payment of said  principal sum has
been made or duly  provided  for.  Notwithstanding  the  foregoing,  if the date
hereof  is after  the 1st day of any  March or  September  and  before  the next
succeeding  March 15 or September  15, this Note shall bear  interest  from such
March 15 or September  15, as the case may be;  provided,  however,  that if the
Company  shall  default  in the  payment  of  interest  due on such  March 15 or
September 15, then this Note shall bear interest from the next  preceding  March
15 or September 15 to which interest on this Note has been paid or duly provided
for, or, if no interest has been paid on this Note or duly  provided  for,  from
September  12,  2000.  The  interest so  payable,  and  punctually  paid or duly
provided  for, on any March 15 or September  15 will,  except as provided in the
Indenture   dated  as  of  October  1,  1997,  as  supplemented  by  the  Eighth
Supplemental  Indenture  dated as of  September  12,  2000  (herein  called  the
"Indenture"),  duly  executed  and  delivered by the Company and The Bank of New
York, as Trustee (herein called the  "Trustee"),  be paid to the Person in whose
name this Note (or one or more  Predecessor  Securities)  are  registered at the
close of business on the next preceding  March 1 or September 1, as the case may
be (herein called the "Regular Record Date"), whether or not a Business Day, and
may, at the option of the  Company,  be paid by check  mailed to the  registered
address  of such  Person.  Any such  interest  which is  payable,  but is not so
punctually paid or duly provided for, shall forthwith cease to be payable to the
registered  Holder on such  Regular  Record  Date and may be paid  either to the
Person  in whose  name  this  Note (or one or more  Predecessor  Securities)  is
registered at the close of business on a Special  Record Date for the payment of
such  Defaulted  Interest to be fixed by the Trustee,  notice  whereof  shall be
given to Holders of the Notes not less than 10 days prior to such Special Record
Date,  or may be paid at any time in any other  lawful  manner not  inconsistent
with the  requirements  of any  securities  exchange  on which  the Notes may be
listed and upon such notice as may be required by such exchange,  if such manner
of payment shall be deemed practical by the Trustee,  all as more fully provided
in the Indenture. Notwithstanding the foregoing, in the case of interest payable
at Stated  Maturity,  such interest shall be paid to the same Person to whom the
principal hereof is payable. Interest on the Notes will be computed on the basis
of a 360-day year consisting of twelve 30-day months.

                  The Bank of New York will be the Paying Agent and the Security
Registrar with respect to the Notes.  The Company reserves the right at any time
to vary or terminate the appointment of any Paying Agent or Security  Registrar,
to appoint  additional  or other Paying  Agents and other  Security  Registrars,
which may include the Company,  and to approve any change in the office  through
which any Paying Agent or Security  Registrar acts;  provided that there will at
all times be a Paying  Agent in The City of New York and  there  will be no more
than one Security Registrar for the Notes.

                  This Note is one of the duly  authorized  issue of debentures,
notes,  bonds  or  other  evidences  of  indebtedness  (hereinafter  called  the
"Securities") of the Company, of the series hereinafter specified, all issued or
to be issued under and pursuant to the  Indenture,  to which  Indenture  and any
other indentures  supplemental  thereto reference is hereby made for a statement
of the  respective  rights,  limitations  of  rights,  obligations,  duties  and
immunities  thereunder  of the Trustee and any agent of the Trustee,  any Paying
Agent,  the Company and the Holders of the  Securities  and the terms upon which
the Securities are issued and are to be authenticated and delivered.

                  The  Securities  may be  issued in one or more  series,  which
different  series  may be issued in various  aggregate  principal  amounts,  may
mature at different times, may bear interest (if any) at different rates, may be
subject to different redemption provisions (if any), may be subject to different
covenants and Events of Default and may otherwise  vary as provided or permitted
in the  Indenture.  This Note is one of the series of  Securities of the Company
issued  pursuant to the Indenture  and  designated as the 7.25% Senior Notes Due
September 15, 2003 (herein called the "Notes").

                  The Notes are not subject to  redemption  at the option of the
Company.

                  If an Event of Default  with  respect to the Notes shall occur
and be  continuing,  the  principal  of all of the Notes may be declared due and
payable in the manner, with the effect and subject to the conditions provided in
the Indenture.



<PAGE>


                  The  Indenture  permits,  with certain  exceptions  as therein
provided,  the Company and the Trustee to enter into supplemental  indentures to
the  Indenture  for the purpose of adding any  provisions  to or changing in any
manner or eliminating  any of the provisions of the Indenture or of modifying in
any manner the rights of the Holders of the  Securities of each series under the
Indenture  with the  consent  of the  Holders  of not less  than a  majority  in
principal  amount of the Securities at the time Outstanding of each series to be
affected  thereby on behalf of the Holders of all Securities of such series,  to
waive  compliance  by the Company with certain  provisions  of the Indenture and
certain past defaults and their  consequences  with respect to such series under
the  Indenture.  Any such  consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future Holders of this Note
and of any Note issued upon the  registration  of transfer hereof or in exchange
here for or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Note or such other Notes.

                  No reference  herein to the Indenture and no provision of this
Note or of the  Indenture  shall alter or impair the  obligation of the Company,
which is absolute  and  unconditional,  to pay the  principal of and interest on
this Note at the place,  rate and  respective  times and in the coin or currency
herein and in the Indenture prescribed.

                  As provided in the Indenture  and subject to the  satisfaction
of certain conditions therein set forth,  including the deposit of certain trust
funds in trust,  the  Company  shall be deemed to have paid and  discharged  the
entire indebtedness represented by, and the obligations under, the Securities of
any series and to have satisfied all the obligations  (with certain  exceptions)
under the Indenture relating to the Securities of such series.

                  The Notes are issuable in registered  form without  coupons in
denominations  of $1,000  and any  integral  multiple  of  $1,000.  Notes may be
exchanged for a like  aggregate  principal  amount of Notes of other  authorized
denominations  at the  office  or  agency  of the  Company  in  the  Borough  of
Manhattan,  The City of New York,  designated  for such purpose or at any of the
Company's  other  offices or  agencies  as the  Company  may  maintain  for such
purspose  and in the  manner  and  subject to the  limitations  provided  in the
Indenture.

                  Upon due presentment for registration of transfer of this Note
at the office or agency of the Company in the Borough of Manhattan,  The City of
New York designated for such purpose or at any of the Company's other offices or
agencies as the Company may maintain for such  purspose,  a new Note or Notes of
authorized denominations for a like aggregate principal amount will be issued to
the transferee in exchange therefor,  subject to the limitations provided in the
Indenture.

                  No charge shall be made for any such transfer or exchange, but
the Company may require  payment of a sum  sufficient  to cover any tax or other
governmental charge imposed in connection therewith.

                  The  Company,  the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Note is  registered as the owner
hereof for all  purposes,  whether or not this Note is overdue,  and neither the
Company,  the  Trustee  nor any such agent  shall be  affected  by notice to the
contrary.

                  Unless otherwise  defined herein,  all terms used in this Note
which are defined in the Indenture  shall have the meanings  assigned to them in
the Indenture.

                  This Note shall be construed in  accordance  with and governed
by the laws of the State of New York.


<PAGE>


                  Unless  the  certificate  of  authentication  hereon  has been
manually executed by or on behalf of the Trustee under the Indenture,  this Note
shall  not be  entitled  to any  benefits  under the  Indenture,  or be valid or
obligatory for any purpose.


<PAGE>


     IN WITNESS WHEREOF, CLEAR CHANNEL COMMUNICATIONS, INC. has caused this Note
to be duly executed.


                                        CLEAR CHANNEL COMMUNICATIONS, INC.

                                    by  ____________________________
                                        Name:
                                        Title:

[Company Seal]                      by  ____________________________
                                        Name:
                                        Title:



                                  TRUSTEE'S CERTIFICATE OF AUTHENTICATION


                  This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.


                                            THE BANK OF NEW YORK,
                                                     as Trustee,

Dated:  _______________              by  ___________________________
                                         Authorized Signatory


<PAGE>


                            ------------------------

                                  ABBREVIATIONS

                  The following  abbreviations,  when used in the inscription on
the face of this instrument,  shall be construed as though they were written out
in full according to applicable laws or regulations:

         TEN COM--as tenants in common
         TEN ENT--as tenants by the entireties
         JT TEN--as joint tenants with right of survivorship  and not as tenants
         in common UNIF GIFT MIN ACT--...........Custodian.........
                                                     (Cust)            (Minor)
                                    Under Uniform Gifts to Minors Act
                                    ----------------------------------------
                                     (State)

                                 Additional   abbreviations  may  also  be  used
                                       though not in the above list.

                                        --------------------------

     FOR  VALUE  RECEIVED,  the  undersigned  hereby  sell(s),   assign(s),  and
transfer(s) unto

----------------------------------
:                                                                      :
:                                 :
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE:

PLEASE  PRINT  OR  TYPEWRITE  NAME  AND  ADDRESS  INCLUDING  POSTAL  ZIP CODE
OF ASSIGNEE:
------------------------------------------------------------









<PAGE>


__________________________________________________   the  within  Note  and  all
rights   thereunder,    hereby    irrevocably    constituting   and   appointing
----------------------------------------------------







attorney to transfer  said Note on the books of the Company,  with full power of
substitution in the premises.

-------------------------------------------------------------------------------

Dated:  _______________________                      ________________________
                                                     Signature Guaranty
-------------------------------
Signature                                    Signatures must be guaranteed by an
                                             "eligible guarantor institution"
(Signature must correspond with              meeting the requirements of the
the name as written upon the face of         Registrar, which requirements
the within instrument in every               include membership or participation
particular, without alteration or            in the Security Transfer Agent
enlargement or any change whatever.)         Medallion Program ("STAMP") or
                                             such other "signature guarantee
                                             program" as may be determined by
                                             the Registrar in addition to, or in
                                             substitution for, STAMP, all in
                                             accordance with the Securities
                                             Exchange Act of 1934, as amended.

-------------------------------------------------------------------------------



<PAGE>


                                   ARTICLE IV

                          Original Issue of 7.25% Notes

                  SECTION 4.01. 7.25% Notes in the initial  aggregate  principal
amount equal to  $750,000,000  may, upon  execution of this Eighth  Supplemental
Indenture,  be  executed  by  the  Company  and  delivered  to the  Trustee  for
authentication,  and the Trustee shall thereupon authenticate and make available
for delivery said 7.25% Notes to or upon a Company Order.


                                    ARTICLE V

                            Miscellaneous Provisions

                  SECTION 5.01. Except as otherwise  expressly  provided in this
Eighth Supplemental  Indenture or in the form of 7.25% Note or otherwise clearly
required by the context hereof or thereof, all terms used herein or in said form
of 7.25% Note that are defined in the Indenture shall have the several  meanings
respectively assigned to them thereby.

                  SECTION 5.02. The Indenture,  as  supplemented  by this Eighth
Supplemental Indenture,  is in all respects ratified and confirmed.  This Eighth
Supplemental  Indenture  shall be deemed part of the Indenture in the manner and
to the extent herein and therein provided.

                  SECTION 5.03.  The recitals  herein  contained are made by the
Company and not by the Trustee,  and the Trustee assumes no  responsibility  for
the correctness  thereof. The Trustee makes no representation as to the validity
or sufficiency of this Eighth Supplemental Indenture.

                  SECTION  5.04.  This  Eighth  Supplemental  Indenture  may  be
executed in any number of counterparts  each of which shall be an original;  but
such counterparts shall together constitute but one and the same instrument.


<PAGE>



                  IN WITNESS WHEREOF, the parties hereto have caused this Eighth
Supplemental  Indenture  to be duly  executed as of the day and year first above
written.

                                            CLEAR CHANNEL COMMUNICATIONS, INC.,

                                            by_________________________________
                                                     Name:
                                                     Title:

                                            THE BANK OF NEW YORK, as Trustee

                                            by_________________________________
                                                     Name:
                                                     Title:

<PAGE>


                                                                  EXHIBIT 4.11



                       CLEAR CHANNEL COMMUNICATIONS, INC.

                                       AND

                              THE BANK OF NEW YORK,


                                   as Trustee


                             ----------------------

                          NINTH SUPPLEMENTAL INDENTURE

                         Dated as of September 12, 2000

                                       TO

                                SENIOR INDENTURE

                           Dated as of October 1, 1997


                             ----------------------

                    7.65% Senior Notes Due September 15, 2010









<PAGE>




                                    Ninth  Supplemental  Indenture,  dated as of
                           the  12th  day  of   September   2000  (this   "Ninth
                           Supplemental   Indenture"),   between  Clear  Channel
                           Communications,  Inc., a corporation  duly  organized
                           and  existing  under  the laws of the  State of Texas
                           (hereinafter  sometimes referred to as the "Company")
                           and  The  Bank  of  New  York,  a  New  York  banking
                           corporation,   as  trustee   (hereinafter   sometimes
                           referred  to as the  "Trustee")  under the  Indenture
                           dated as of October 1, 1997,  between the Company and
                           the  Trustee  (the  "Indenture");  as  set  forth  in
                           Section 5.01 hereto and except as otherwise set forth
                           herein,  all terms  used and not  defined  herein are
                           used as defined in the Indenture.

                  WHEREAS,  the Company  executed and delivered the Indenture to
the Trustee to provide for the future issuance of its  Securities,  to be issued
from time to time in  series as might be  determined  by the  Company  under the
Indenture, in an unlimited aggregate principal amount which may be authenticated
and delivered thereunder as in the Indenture provided;

                  WHEREAS,  pursuant to the terms of the Indenture,  the Company
desires to provide for the establishment of a new series of its Securities to be
known as its 7.65%  Senior  Notes Due  September  15,  2010 (said  series  being
hereinafter  referred to as the "7.65% Notes"), the form of such 7.65% Notes and
the terms,  provisions and conditions thereof to be as provided in the Indenture
and this Ninth Supplemental Indenture;

                  WHEREAS,  the Company desires and has requested the Trustee to
join with it in the execution and delivery of this Ninth Supplemental Indenture,
and all requirements necessary to make this Ninth Supplemental Indenture a valid
instrument,  enforceable  in  accordance  with its terms,  and to make the 7.65%
Notes,  when  executed by the Company and  authenticated  and  delivered  by the
Trustee,  the  valid  obligations  of  the  Company,  have  been  performed  and
fulfilled, and the execution and delivery of this Supplemental Indenture and the
7.65% Notes have been in all respects duly authorized.


                  NOW,   THEREFORE,   in   consideration  of  the  purchase  and
acceptance  of the 7.65%  Notes by the holders  thereof,  and for the purpose of
setting forth, as provided in the Indenture, the form of the 7.65% Notes and the
terms,  provisions and conditions thereof, the Company covenants and agrees with
the Trustee as follows:


                                    ARTICLE I

                         General Terms and Conditions of
                                 the 7.65% Notes



<PAGE>




                  SECTION  1.01.  (a) There shall be and is hereby  authorized a
series of Securities designated the "7.65% Senior Notes Due September 15, 2010",
initially  limited in aggregate  principal amount to  $750,000,000.  Without the
consent of the Holders of the Notes, the aggregate principal amount of the 7.65%
Notes may be increased in the future,  on the same terms and conditions and with
the same CUSIP number as the 7.65% Notes have.  The 7.65% Notes shall mature and
the principal  thereof  shall be due and payable,  together with all accrued and
unpaid interest thereon on September 15, 2010.

                  SECTION 1.02. (a) The 7.65% Notes shall be initially issued as
Global  Securities.  Principal  and  interest  on  the  7.65%  Notes  issued  in
certificated  form will be  payable,  the  transfer  of such 7.65% Notes will be
registrable  and such 7.65% Notes will be  exchangeable  for 7.65% Notes bearing
identical  terms and  provisions  at the office or agency of the  Company in the
Borough of  Manhattan,  The City and State of New York provided for that purpose
and  transfers  of the  7.65%  Notes  will  also  be  registrable  at any of the
Company's  other  offices or  agencies  as the  Company  may  maintain  for that
purpose;  provided,  however, that payment of interest may be made at the option
of the Company by check mailed to the registered holder at such address as shall
appear in the Security  Register and that the payment of principal  with respect
to the 7.65%  Notes will only be made upon  surrender  of the 7.65% Notes to the
Trustee.

                  SECTION  1.03.  Each 7.65% Note will bear interest at the rate
of 7.65% per annum from September 12, 2000 until the principal  thereof  becomes
due and payable, payable (subject to the provisions of Article II) semi-annually
in arrears on March 15 and September 15 of each year (each, an "Interest Payment
Date",  commencing  on March 15,  2001),  to the person in whose name such 7.65%
Note (or one or more  Predecessor  Securities)  is  registered  at the  close of
business on the Regular Record Date for such interest installment, which, except
as set forth below, shall be, March 1 or September 1 next preceding the Interest
Payment Date with  respect to such  interest  installment.  Any  installment  of
interest not punctually  paid or duly provided for shall  forthwith  cease to be
payable to the registered holder of a 7.65% Note on such Regular Record Date and
may be  paid to the  person  in  whose  name  such  7.65%  Note  (or one or more
Predecessor  Securities)  is  registered  at the close of  business on a Special
Record  Date to be  fixed  by the  Trustee  for the  payment  of such  defaulted
interest,  notice  whereof  to be given to the  registered  holders of the 7.65%
Notes not less than 10 days prior to such Special Record Date, or may be paid at
any time in any other lawful manner not  inconsistent  with the  requirements of
any  securities  exchange on which the 7.65% Notes may be listed,  and upon such
notice as may be required by such  exchange,  all as more fully  provided in the
Indenture.

                  The amount of interest payable for any period will be computed
on the basis of a 360-day year consisting of twelve 30-day months.  In the event
that any date on which  interest is payable on the 7.65% Notes is not a Business
Day,  then  payment  of  interest  payable on such date will be made on the next
succeeding  day which is a  Business  Day (and  without  any  interest  or other
payment in respect of any such delay).

                  SECTION 1.04.  The 7.65% Notes are not entitled to any sinking
fund.

                  SECTION 1.05.  Section 101 of the Indenture is hereby amended,
solely with respect to the 7.65% Notes, by amending and restating the definition
of  "Principal  Property"  as  follows:  "Principal  Property"  means  any radio
broadcasting, television broadcasting, outdoor advertising or live entertainment
property  located in the  United  States  owned or leased by the  Company or any
Subsidiary,  unless,  in the opinion of the Board of  Directors  of the Company,
such  properties  are not in the  aggregate of material  importance to the total
business conducted by the Company and its Subsidiaries as an entirety.


<PAGE>




                                   ARTICLE II

                     Optional Redemption of the 7.65% Notes

                  SECTION 2.01. The 7.65% Notes will be redeemable as a whole at
any time or in part  from  time to time,  at the  option  of the  Company,  at a
redemption  price  equal to the greater of (i) 100% of the  principal  amount of
such  7.65%  Notes  and  (ii) the sum of the  present  values  of the  remaining
scheduled payments of principal and interest thereon from the redemption date to
September 15, 2010,  discounted  to the  redemption  date on a semiannual  basis
(assuming a 360-day year  consisting  of twelve  30-day  months) at the Treasury
Rate (as defined  below) plus 35 basis points plus, in either case, any interest
accrued but not paid to the date of redemption. Notice of any redemption will be
mailed at least 30 days but no more than 60 days before the  redemption  date to
each holder of the 7.65% Notes to be  redeemed.  Unless the Company  defaults in
payment of the redemption  price, on and after the redemption date interest will
cease to accrue on the 7.65% Notes or portions  thereof  called for  redemption.
The 7.65% Notes will not be subject to any sinking fund provision.

                  "Treasury Rate" means, with respect to any redemption date for
the 7.65% Notes,  (i) the yield,  under the heading which represents the average
for the  immediately  preceding week,  appearing in the most recently  published
statistical release designated "H.15(519)" or any successor publication which is
published  weekly by the Board of  Governors of the Federal  Reserve  System and
which  establishes  yields on actively traded United States Treasury  securities
adjusted to constant maturity under the caption "Treasury Constant  Maturities,"
for the maturity  corresponding to the Comparable Treasury Issue (if no maturity
is within three months  before or after the  maturity  date,  yields for the two
published maturities most closely corresponding to the Comparable Treasury Issue
shall be determined and the Treasury Rate shall be  interpolated or extrapolated
from such  yields on a straight  line basis,  rounding to the nearest  month) or
(ii) if such release (or any successor release) is not published during the week
preceding  the  calculation  date or does not contain such yields,  the rate per
annum equal to the  semi-annual  equivalent  yield  maturity  of the  Comparable
Treasury  Issue,  calculated  using a price for the  Comparable  Treasury  Issue
(expressed  as a percentage of its  principal  amount)  equal to the  Comparable
Treasury Price for such  redemption  date. The Treasury Rate shall be calculated
on the third Business Day preceding the redemption date.

                  "Comparable  Treasury  Issue" means the United States Treasury
security  selected by an  "Independent  Investment  Banker" as having a maturity
comparable to the remaining term of the 7.65% Notes to be redeemed that would be
utilized,  at the time of selection and in accordance  with customary  financial
practice,  in pricing new issues of  corporate  debt  securities  of  comparable
maturity to the remaining term of such 7.65% Notes.

                  "Independent  Investment  Banker"  means one of the  Reference
Treasury Dealers appointed by the Company after consultation with the Trustee.



<PAGE>


                  "Comparable   Treasury  Price"  means,  with  respect  to  any
redemption date for the 7.65% Notes, (i) the average of four Reference  Treasury
Dealer  Quotations (as defined below) for the redemption  date,  after excluding
the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the
Trustee obtains fewer than four such Reference Treasury Dealer  Quotations,  the
average of all such quotations obtained.

                  "Reference  Treasury Dealer" means each of Credit Suisse First
Boston  Corporation,  Salomon  Smith  Barney  Inc.  and two other  primary  U.S.
Government  securities  dealers  in New York City  (each,  a  "Primary  Treasury
Dealer")  appointed by the Trustee in consultation  with the Company;  provided,
however,  that if any of the  foregoing  shall  cease to be a  Primary  Treasury
Dealer, the Company shall substitute therefor another Primary Treasury Dealer.

                  "Reference  Treasury Dealer Quotations" means, with respect to
each  Reference  Treasury  Dealer  and any  redemption  date,  the  average,  as
determined  by the  Trustee,  of the bid and  asked  prices  for the  Comparable
Treasury Issue (expressed in each case as a percentage of its principal  amount)
quoted in writing to the Trustee by such Reference  Treasury Dealer at 5:00 p.m.
on the third Business Day preceding such redemption date.


                                   ARTICLE III

                               Form of 7.65% Notes

                  SECTION 3.01. The 7.65% Notes and the Trustee's Certificate of
Authentication  to be endorsed  thereon are to be substantially in the following
forms:

                  UNLESS  THIS   CERTIFICATE   IS  PRESENTED  BY  AN  AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY; A NEW YORK CORPORATION  ("DTC"),
TO THE ISSUER OR ITS AGENT FOR  REGISTRATION  OF TRANSFER,  EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED  REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH  OTHER  ENTITY AS IS  REQUESTED  BY AN  AUTHORIZED
REPRESENTATIVE  OF DTC),  ANY TRANSFER,  PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL  SINCE THE  REGISTERED  OWNER  HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.




<PAGE>


                  THIS  SECURITY  IS A GLOBAL  SECURITY  AS  REFERRED  TO IN THE
INDENTURE HEREINAFTER  REFERENCED.  UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR
IN PART FOR THE INDIVIDUAL  SECURITIES  REPRESENTED HEREBY, THIS GLOBAL SECURITY
MAY NOT BE  TRANSFERRED  EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY  OR BY A NOMINEE  OF THE  DEPOSITARY  TO THE  DEPOSITARY  OR  ANOTHER
NOMINEE  OF  THE  DEPOSITARY  OR BY THE  DEPOSITARY  OR ANY  SUCH  NOMINEE  TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.


                       Clear Channel Communications, Inc.
                    7.65% Senior Note Due September 15, 2010

Registered                                                      $[   ],000,000

No. R-[  ]                                                   CUSIP 184502 AK 8

                  CLEAR  CHANNEL   COMMUNICATIONS,   INC.,  a  corporation  duly
organized and existing  under the laws of the State of Texas (herein  called the
"Company",  which term  includes any successor  under the Indenture  hereinafter
referred to), for value received, hereby promises to pay to

                                   Cede & Co.



<PAGE>


or registered assigns, the principal sum of $[ ],000,000 at the office or agency
of the Company in the Borough of  Manhattan,  The City of New York, on September
15, 2010 in such coin or currency of the United States of America as at the time
of payment  shall be legal  tender for the payment of public and private  debts,
and to pay interest on said principal sum semiannually on March 15 and September
15 of each year, commencing March 15, 2001 (each an "Interest Payment Date"), at
said office or agency, in like coin or currency, at the rate per annum specified
in the title  hereof,  from March 15 or  September  15, as the case may be, next
preceding the date of this Note to which  interest on the Notes has been paid or
duly  provided for (unless the date hereof is the date to which  interest on the
Notes has been paid or duly  provided  for,  in which case from the date of this
Note),  or if no interest has been paid on the Notes or duly  provided for, from
September  12, 2000 until  payment of said  principal  sum has been made or duly
provided for. Notwithstanding the foregoing, if the date hereof is after the 1st
day of any  March  or  September  and  before  the next  succeeding  March 15 or
September  15, this Note shall bear interest from such March 15 or September 15,
as the case may be; provided,  however, that if the Company shall default in the
payment of interest due on such March 15 or  September  15, then this Note shall
bear interest from the next preceding March 15 or September 15 to which interest
on the Notes has been paid or duly  provided  for,  or, if no interest  has been
paid on the Notes or duly provided for, from September 12, 2000. The interest so
payable,  and punctually paid or duly provided for, on any March 15 or September
15 will,  except as provided in the  Indenture  dated as of October 1, 1997,  as
supplemented by the Ninth Supplemental  Indenture dated as of September 12, 2000
(herein called the "Indenture"),  duly executed and delivered by the Company and
The Bank of New York, as Trustee (herein called the  "Trustee"),  be paid to the
Person  in whose  name  this  Note (or one or more  Predecessor  Securities)  is
registered at the close of business on the next  preceding  March 1 or September
1, as the case may be (herein called the "Regular Record Date"),  whether or not
a Business  Day, and may, at the option of the Company,  be paid by check mailed
to the  registered  address of such Person.  Any such interest which is payable,
but is not so punctually  paid or duly provided for, shall forthwith cease to be
payable to the  registered  Holder on such  Regular  Record Date and may be paid
either  to the  Person  in whose  name  this  Note  (or one or more  Predecessor
Securities)  is registered at the close of business on a Special Record Date for
the  payment  of such  Defaulted  Interest  to be fixed by the  Trustee,  notice
whereof  shall be given to  Holders  of the Notes not less than 10 days prior to
such Special  Record Date, or may be paid at any time in any other lawful manner
not inconsistent  with the requirements of any securities  exchange on which the
Notes may be listed and upon such notice as may be required by such exchange, if
such manner of payment  shall be deemed  practical by the  Trustee,  all as more
fully provided in the Indenture.  Notwithstanding the foregoing,  in the case of
interest  payable at Stated  Maturity,  such interest  shall be paid to the same
Person to whom the  principal  hereof is payable.  Interest on the Notes will be
computed on the basis of a 360-day year consisting of twelve 30-day months.

                  The Bank of New York will be the Paying Agent and the Security
Registrar with respect to the Notes.  The Company reserves the right at any time
to vary or terminate the appointment of any Paying Agent or Security  Registrar,
to appoint additional or other Paying Agents and other Security Registrars which
may include the Company,  and to approve any change in the office  through which
any Paying Agent or Security  Registrar  acts;  provided  that there will at all
times be a Paying  Agent in The City of New York and there  will be no more than
one Security Registrar for the Notes.

                  This Note is one of the duly  authorized  issue of debentures,
notes,  bonds  or  other  evidences  of  indebtedness  (hereinafter  called  the
"Securities") of the Company, of the series hereinafter specified, all issued or
to be issued under and pursuant to the  Indenture,  to which  Indenture  and any
other indentures  supplemental  thereto reference is hereby made for a statement
of the  respective  rights,  limitations  of  rights,  obligations,  duties  and
immunities  thereunder  of the Trustee and any agent of the Trustee,  any Paying
Agent,  the Company and the Holders of the  Securities  and the terms upon which
the Securities are issued and are to be authenticated and delivered.

                  The  Securities  may be  issued in one or more  series,  which
different  series  may be issued in various  aggregate  principal  amounts,  may
mature at different times, may bear interest (if any) at different rates, may be
subject to different redemption provisions (if any), may be subject to different
covenants and Events of Default and may otherwise  vary as provided or permitted
in the  Indenture.  This Note is one of the series of  Securities of the Company
issued  pursuant to the Indenture  and  designated as the 7.65% Senior Notes Due
September 15, 2010 (herein called the "Notes").

                  The Notes will be redeemable as a whole at any time or in part
from time to time, at the option of the Company,  at a redemption price equal to
the greater of (i) 100% of the  principal  amount of such Notes and (ii) the sum
of the present  values of the  remaining  scheduled  payments of  principal  and
interest  thereon from the redemption date to September 15, 2010,  discounted to
the redemption date on a semiannual basis (assuming a 360-day year consisting of
twelve  30-day  months) at the  Treasury  Rate (as defined  below) plus 35 basis
points plus,  in either case,  any interest  accrued but not paid to the date of
redemption. Notice of any redemption will be mailed at least 30 days but no more
than 60 days  before  the  redemption  date to each  holder  of the  Notes to be
redeemed. Unless the Company defaults in payment of the redemption price, on and
after the redemption date interest will cease to accrue on the Notes or portions
thereof called for redemption. The Notes will not be subject to any sinking fund
provision.



<PAGE>


                  "Treasury Rate" means, with respect to any redemption date for
the Notes, (i) the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently published statistical
release designated  "H.15(519)" or any successor  publication which is published
weekly  by the  Board of  Governors  of the  Federal  Reserve  System  and which
establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption "Treasury  Constant  Maturities," for the
maturity  corresponding  to the  Comparable  Treasury  Issue (if no  maturity is
within  three  months  before or after the  maturity  date,  yields  for the two
published maturities most closely corresponding to the Comparable Treasury Issue
shall be determined and the Treasury Rate shall be  interpolated or extrapolated
from such  yields on a straight  line basis,  rounding to the nearest  month) or
(ii) if such release (or any successor release) is not published during the week
preceding  the  calculation  date or does not contain such yields,  the rate per
annum equal to the  semi-annual  equivalent  yield  maturity  of the  Comparable
Treasury  Issue,  calculated  using a price for the  Comparable  Treasury  Issue
(expressed  as a percentage of its  principal  amount)  equal to the  Comparable
Treasury Price for such  redemption  date. The Treasury Rate shall be calculated
on the third Business Day preceding the redemption date.

                  "Comparable  Treasury  Issue" means the United States Treasury
security  selected by an  "Independent  Investment  Banker" as having a maturity
comparable  to the  remaining  term of the Notes to be  redeemed  that  would be
utilized,  at the time of selection and in accordance  with customary  financial
practice,  in pricing new issues of  corporate  debt  securities  of  comparable
maturity to the remaining term of such Notes.

                  "Independent  Investment  Banker"  means one of the  Reference
Treasury Dealers appointed by the Company after consultation with the Trustee.

                  "Comparable   Treasury  Price"  means,  with  respect  to  any
redemption date for the Notes, (i) the average of four Reference Treasury Dealer
Quotations  (as defined  below) for the  redemption  date,  after  excluding the
highest and lowest such Reference  Treasury  Dealer  Quotations,  or (ii) if the
Trustee obtains fewer than four such Reference Treasury Dealer  Quotations,  the
average of all such quotations obtained.

                  "Reference  Treasury Dealer" means each of Credit Suisse First
Boston  Corporation,  Salomon  Smith  Barney  Inc.  and two other  primary  U.S.
Government  securities  dealers  in New York City  (each,  a  "Primary  Treasury
Dealer")  appointed by the Company in consultation  with the Trustee;  provided,
however,  that if any of the  foregoing  shall  cease to be a  Primary  Treasury
Dealer, the Company shall substitute therefor another Primary Treasury Dealer.

                  "Reference  Treasury Dealer Quotations" means, with respect to
each  Reference  Treasury  Dealer  and any  redemption  date,  the  average,  as
determined  by the  Trustee,  of the bid and  asked  prices  for the  Comparable
Treasury Issue (expressed in each case as a percentage of its principal  amount)
quoted in writing to the Trustee by such Reference  Treasury Dealer at 5:00 p.m.
on the third Business Day preceding such redemption date.

                  If an Event of Default  with  respect to the Notes shall occur
and be  continuing,  the  principal  of all of the Notes may be declared due and
payable in the manner, with the effect and subject to the conditions provided in
the Indenture.



<PAGE>


                  The  Indenture  permits,  with certain  exceptions  as therein
provided,  the Company and the Trustee to enter into supplemental  indentures to
the  Indenture  for the purpose of adding any  provisions  to or changing in any
manner or eliminating  any of the provisions of the Indenture or of modifying in
any manner the rights of the Holders of the  Securities of each series under the
Indenture  with the  consent  of the  Holders  of not less  than a  majority  in
principal  amount of the Securities at the time Outstanding of each series to be
affected  thereby on behalf of the Holders of all Securities of such series,  to
waive  compliance  by the Company with certain  provisions  of the Indenture and
certain past defaults and their  consequences  with respect to such series under
the  Indenture.  Any such  consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future Holders of this Note
and of any Note issued upon the  registration  of transfer hereof or in exchange
here for or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Note or such other Notes.

                  No reference  herein to the Indenture and no provision of this
Note or of the  Indenture  shall alter or impair the  obligation of the Company,
which is absolute  and  unconditional,  to pay the  principal of and interest on
this Note at the place,  rate and  respective  times and in the coin or currency
herein and in the Indenture prescribed.

                  As provided in the Indenture  and subject to the  satisfaction
of certain conditions therein set forth,  including the deposit of certain trust
funds in trust,  the  Company  shall be deemed to have paid and  discharged  the
entire indebtedness represented by, and the obligations under, the Securities of
any series and to have satisfied all the obligations  (with certain  exceptions)
under the Indenture relating to the Securities of such series.

                  The Notes are issuable in registered  form without  coupons in
denominations  of $1,000  and any  integral  multiple  of  $1,000.  Notes may be
exchanged for a like  aggregate  principal  amount of Notes of other  authorized
denominations  at the  office  or  agency  of the  Company  in  the  Borough  of
Manhattan,  The City of New York,  designated  for such purpose or at any of the
Company's other offices or agencies as the Company may maintain for such purpose
and in the manner and subject to the limitations provided in the Indenture.

                  Upon due presentment for registration of transfer of this Note
at the office or agency of the Company in the Borough of Manhattan,  The City of
New York designated for such purpose or at any of the Company's other offices or
agencies as the Company may  maintain for such  purpose,  a new Note or Notes of
authorized denominations for a like aggregate principal amount will be issued to
the transferee in exchange therefor,  subject to the limitations provided in the
Indenture.

                  No charge shall be made for any such transfer or exchange, but
the Company may require  payment of a sum  sufficient  to cover any tax or other
governmental charge imposed in connection therewith.

                  The  Company,  the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Note is  registered as the owner
hereof for all  purposes,  whether or not this Note is overdue,  and neither the
Company,  the  Trustee  nor any such agent  shall be  affected  by notice to the
contrary.



<PAGE>


                  Unless otherwise  defined herein,  all terms used in this Note
which are defined in the Indenture  shall have the meanings  assigned to them in
the Indenture.

                  This Note shall be construed in  accordance  with and governed
by the laws of the State of New York.

                  Unless  the  certificate  of  authentication  hereon  has been
manually executed by or on behalf of the Trustee under the Indenture,  this Note
shall  not be  entitled  to any  benefits  under the  Indenture,  or be valid or
obligatory for any purpose.




<PAGE>


     IN WITNESS WHEREOF, CLEAR CHANNEL COMMUNICATIONS, INC. has caused this Note
to be duly executed.


                                    CLEAR CHANNEL COMMUNICATIONS, INC.

                                    by  ____________________________
                                        Name:
                                        Title:


[Company Seal]                      by  ____________________________
                                        Name:
                                        Title:


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION


                  This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.


                                            THE BANK OF NEW YORK,
                                                     as Trustee,

Dated: _____________                by ___________________________
                                       Authorized Signatory


<PAGE>


                            ------------------------

                                  ABBREVIATIONS

                  The following  abbreviations,  when used in the inscription on
the face of this instrument,  shall be construed as though they were written out
in full according to applicable laws or regulations:

         TEN COM--as tenants in common
         TEN ENT--as tenants by the entireties
         JT TEN--as joint tenants with right of survivorship  and not as tenants
         in common UNIF GIFT MIN ACT--...........Custodian.........
                                                     (Cust)            (Minor)
                        Under Uniform Gifts to Minors Act
                                    ----------------------------------------
                                                              (State)

                    Additional abbreviations may also be used
                                       though not in the above list.

                           --------------------------

     FOR  VALUE  RECEIVED,  the  undersigned  hereby  sell(s),   assign(s),  and
transfer(s) unto

----------------------------------
:                                                                      :
:                                 :
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE:

PLEASE  PRINT  OR  TYPEWRITE  NAME  AND  ADDRESS  INCLUDING  POSTAL  ZIP CODE OF
ASSIGNEE:

------------------------------------------------------------








<PAGE>


__________________________________________________   the  within  Note  and  all
rights   thereunder,    hereby    irrevocably    constituting   and   appointing
----------------------------------------------------







attorney to transfer  said Note on the books of the Company,  with full power of
substitution in the premises.



Dated:  _______________________                     ________________________
                                                    Signature Guaranty
-------------------------------
           Signature                         Signatures must be guaranteed by an
                                             "eligible guarantor institution"
(Signature must correspond with              meeting the requirements of the
the name as written upon the face of         Registrar, which requirements
the within instrument in every               include membership or participation
particular, without alteration or            in the Security Transfer Agent
enlargement or any change whatever.)         Medallion Program ("STAMP") or
                                             such other "signature guarantee
                                             program" as may be determined by
                                             the Registrar in addition to, or
                                             in substitution for, STAMP, all in
                                             accordance with the Securities
                                             Exchange Act of 1934, as amended.


<PAGE>




                                   ARTICLE IV

                          Original Issue of 7.65% Notes

                  SECTION 4.01. 7.65% Notes in the initial  aggregate  principal
amount equal to  $750,000,000  may,  upon  execution of this Ninth  Supplemental
Indenture,  be  executed  by  the  Company  and  delivered  to the  Trustee  for
authentication,  and the Trustee shall thereupon authenticate and make available
for delivery said 7.65% Notes to or upon a Company Order.


                                    ARTICLE V

                            Miscellaneous Provisions

                  SECTION 5.01. Except as otherwise  expressly  provided in this
Ninth  Supplemental  Indenture or in the form of 7.65% Note or otherwise clearly
required by the context hereof or thereof, all terms used herein or in said form
of 7.65% Note that are defined in the Indenture shall have the several  meanings
respectively assigned to them thereby.

                  SECTION 5.02. The  Indenture,  as  supplemented  by this Ninth
Supplemental  Indenture,  is in all respects ratified and confirmed.  This Ninth
Supplemental  Indenture  shall be deemed part of the Indenture in the manner and
to the extent herein and therein provided.

                  SECTION 5.03.  The recitals  herein  contained are made by the
Company and not by the Trustee,  and the Trustee assumes no  responsibility  for
the correctness  thereof. The Trustee makes no representation as to the validity
or sufficiency of this Ninth Supplemental Indenture.

                  SECTION  5.04.  This  Ninth  Supplemental   Indenture  may  be
executed in any number of counterparts  each of which shall be an original;  but
such counterparts shall together constitute but one and the same instrument.



<PAGE>



                  IN WITNESS WHEREOF,  the parties hereto have caused this Ninth
Supplemental  Indenture  to be duly  executed as of the day and year first above
written.

                                            CLEAR CHANNEL COMMUNICATIONS, INC.,

                                            by_________________________________
                                                     Name:
                                                     Title:


                                            THE BANK OF NEW YORK, as Trustee

                                            by_________________________________
                                                     Name:
                                                     Title: