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                                                                  EXHIBIT 10.6.3




                                    AMFM INC.

                               SECOND AMENDMENT TO
                         CHANCELLOR BROADCASTING COMPANY
                                STOCK AWARD PLAN

         THIS SECOND AMENDMENT TO THE CHANCELLOR BROADCASTING COMPANY STOCK
AWARD PLAN (this "Amendment") is made and adopted by AMFM Inc., a Delaware
corporation (the "Company"), effective as of July 5, 2000.

                                    RECITALS

         WHEREAS, the Company is the successor in interest to the obligations of
Chancellor Broadcasting Company under the Chancellor Broadcasting Company Stock
Award Plan (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 7(c) of the Plan is amended and restated in its entirety to
read as follows:

                  (c) Vesting. Subject to the provisions of Sections 7(g), the
         Committee shall, in its sole discretion, determine a vesting schedule
         upon which each Stock Option shall become exercisable and remain
         exercisable; provided, however, that if the Committee does not
         determine such vesting schedule, such Stock Option shall become
         exercisable as follows: 20 percent on the first anniversary of the date
         of grant and the remaining 80 percent shall vest pro rata on a monthly
         basis over the four-year period following the first anniversary of the
         date of grant.

         2. Section 7(g) of the Plan is amended by adding the following sentence
immediately after the last sentence thereof:

         Anything in the Plan or the terms of any Stock Option to the contrary
         notwithstanding, with respect to any Stock Options outstanding
         immediately after the


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         Clear Channel Merger, if on or before the second anniversary of the
         Clear Channel Merger (i) the employment of any recipient of a Stock
         Option pursuant to the Plan is terminated for any reason other than for
         death, disability or cause, or (ii) an employee recipient of a Stock
         Option pursuant to the Plan resigns after any action by the Company or
         any parent or subsidiary of the Company which results in a material
         diminution in the position, compensation, authority, duties or
         responsibilities of such employee or requires the employee to relocate
         to another city which is more than 50 miles from the employee's then
         current location of employment, then the Stock Options of such
         participant shall vest and become fully exercisable and such
         participant shall have the right to exercise his or her Stock Options
         for the full amount of shares underlying the Stock Options until the
         termination of the Stock Options in accordance with their terms without
         regard, however, to any termination of employment provisions contained
         therein.

         3. Section 9(c) of the Plan is amended and restated in its entirety to
read as follows:

                  (c) If a Nonemployee Director ceases to be a director of the
         Company for any reason other than due to death or disability, each
         Initial Director Stock Option shall remain exercisable only for the
         three-month period following the date the Nonemployee Director ceases
         to be a director of the Company; provided, however, that anything in
         the Plan or the terms of any Initial Nonemployee Stock Option to the
         contrary notwithstanding, any Initial Nonemployee Stock Option held by
         a participant who held office as a Nonemployee Director on or after
         October 2, 1999, shall vest and become fully exercisable at the
         effective time of the Clear Channel Merger or at such earlier time as
         such participant no longer holds office as a Nonemployee Director by
         reason of death, resignation, retirement, disqualification, removal
         from office, or otherwise, and such participant shall have the right to
         exercise such Initial Nonemployee Stock Option for the full amount of
         the shares underlying the Initial Nonemployee Stock Option until the
         termination of the Initial Nonemployee Stock Option in accordance with
         its terms, without regard, however, to any provisions contained therein
         that otherwise would have the effect of terminating the Initial
         Nonemployee Stock Option prior to the expiration of the full term
         thereof.

         4. 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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