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                                                                  EXHIBIT 10.5.2

                                    AMFM INC.

                               FIRST AMENDMENT TO
                           1995 STOCK OPTION PLAN FOR
                     EXECUTIVE OFFICERS AND KEY EMPLOYEES OF
                           EVERGREEN MEDIA CORPORATION

         THIS FIRST AMENDMENT TO THE 1995 STOCK OPTION PLAN FOR EXECUTIVE
OFFICERS AND KEY EMPLOYEES OF EVERGREEN MEDIA CORPORATION (this "Amendment") is
made and adopted by AMFM Inc., a Delaware corporation (the "Company"), effective
as of March 31, 2000.

                                    RECITALS

         WHEREAS, the Company is the successor in interest to the obligations of
Evergreen Media Corporation under the 1995 Stock Option Plan for Executive
Officers and Key Employees of Evergreen Media Corporation (the "Plan");

         WHEREAS, in contemplation of the consummation of the merger (the "Clear
Channel Merger") of CCU Merger Sub, Inc., a wholly-owned subsidiary of Clear
Channel Communications, Inc., a Texas corporation, with and into the Company,
the Board of Directors of the Company approved this Amendment to amend the terms
and provisions of the Plan; and

         WHEREAS, any capitalized term used herein, and not otherwise defined
herein, shall have the meaning set forth in the Plan.

                                    AMENDMENT

         NOW, THEREFORE, the Plan is amended as follows:

         1.       Section 5.1 of the Plan is amended and restated in its
entirety to read as follows:

                  Section 5.1 - Person Eligible to Exercise

                           Except as provided in Section 7.1, during the
                  lifetime of the Optionee, only he may exercise an Option (or
                  any portion thereof) granted to him. After the death of the
                  Optionee, any exercisable portion of an Option may, prior to
                  the time when such portion becomes unexercisable under the
                  Plan or the applicable Stock Option Agreement, be exercised by
                  his personal representative or by any person empowered to do
                  so under the deceased Optionee's will or under the then
                  applicable laws of descent and distribution.

         2.       Section 5.7 is amended and restated in its entirety to read as
follows:



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                  Section 5.7 - Assignment or Transfer

                           (a) Transfer of Incentive Stock Options. Incentive
                  Options are not transferrable by an Optionee other than by
                  will or the laws of descent and distribution.

                           (b) Transfer of Non-Qualified Options.

                                    (i) Permitted Transferees. The Board or the
                           Committee may, in its sole discretion, permit an
                           Optionee to transfer all or any portion of a
                           Non-Qualified Option, or authorize all or a portion
                           of any Non-Qualified Option to be granted to an
                           Optionee to be on terms which permit transfer by such
                           Optionee to any individual, firm, company,
                           corporation, partnership, trust or other entity (a
                           "Permitted Transferee"), including pursuant to
                           domestic relations orders entered or approved by a
                           court of competent jurisdiction upon delivery to the
                           Company of written notice of such transfer and a
                           certified copy of such order; provided that
                           subsequent transfers of Non- Qualified Options
                           transferred as provided above shall be prohibited
                           except subsequent transfers back to the original
                           Optionee.

                                    (ii) Other Transfers and Exercise Rights.
                           Except as expressly permitted by Section 5.7(b)(i),
                           Non-Qualified Options requiring exercise shall not be
                           transferable other than by will or the laws of
                           descent and distribution. In the event that a legal
                           representative has been appointed in connection with
                           the disability of an Optionee, the Optionee's options
                           may be exercised by the legal representative.

                                    (iii) Effect of Transfer. Following the
                           transfer of any Non-Qualified Option as contemplated
                           by Sections 5.7(b)(i) and 5.7(b)(ii), (A) such
                           Non-Qualified Option shall continue to be subject to
                           the same terms and conditions as were applicable
                           immediately prior to transfer, provided that the term
                           "Optionee" shall be deemed to refer to the Permitted
                           Transferee or the estate or heirs of a deceased
                           Optionee, as applicable, to the extent appropriate to
                           enable the Optionee to exercise the transferred
                           Non-Qualified Option in accordance with the terms of
                           this Plan and applicable law and (B) the provisions
                           of Sections 4.3 and 4.4 hereof shall continue to be
                           applied with respect to the original Optionee and,
                           following the occurrence of any such events described
                           therein the Options shall be exercisable by the
                           Permitted Transferee, the recipient under a domestic
                           relations order, or the estate or heirs of a deceased
                           Optionee, as applicable, only to the extent and for
                           the periods specified in Sections 4.3 and 4.4, and
                           (C) in the discretion of the Board or the Committee,
                           all voting control in the Common Stock transferred
                           pursuant to the exercise of Non-Qualified Options
                           shall be retained in the original Optionee.

                           (c) Procedures and Restrictions. Any Optionee
                  desiring to transfer an Option as permitted under Section
                  5.7(a) or 5.7(b) shall make application therefor in the manner
                  and time specified by the Board or the Committee and shall
                  comply with


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                  such other requirements as the Board or the Committee may
                  require to assure compliance with all applicable tax and
                  securities laws. The Board or the Committee shall not give
                  permission for such a transfer if (i) it would give rise to
                  short-swing liability under Section 16(b) of the Exchange Act,
                  or (ii) it may not be made in compliance with all applicable
                  federal, state and foreign securities laws.

         3. Except as expressly set forth herein, the Plan shall remain in full
force and effect without further amendment or modification.



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         IN WITNESS WHEREOF, the Company, acting by and through its officer
hereunto duly authorized, has executed this Amendment effective as of the date
first written above.


                                       AMFM INC.


                                       By:           /s/ W. Schuyler Hansen
                                                -------------------------------
                                       Name:    W. Schuyler Hansen
                                       Title:   Senior Vice President and
                                                Chief Accounting Officer


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