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                                                                  EXHIBIT 10.4.2

                                    AMFM INC.

                               FIRST AMENDMENT TO
                            CHANCELLOR HOLDINGS CORP.
                         1994 DIRECTOR STOCK OPTION PLAN

         THIS FIRST AMENDMENT TO THE CHANCELLOR HOLDINGS CORP. 1994 DIRECTOR
STOCK OPTION PLAN (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
Chancellor Holdings Corp. under the Chancellor Holdings Corp. 1994 Director
Stock Option 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 9 of the Plan is amended and restated in its entirety to
read as follows:

                  9. Assignment or Transfer

                                    a.       The Board of Directors or the
                                             Committee may, in its sole
                                             discretion, permit a Director
                                             Participant to transfer all or any
                                             portion of an Option, or authorize
                                             all or a portion of any Option to
                                             be granted to a Director
                                             Participant to be on terms which
                                             permit transfer by such Director
                                             Participant 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 Options
                                             transferred as provided above



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                                             shall be prohibited except
                                             subsequent transfers back to the
                                             original Director Participant.

                           b.       Except as expressly permitted by Section
                                    9(a), 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 Director Participant, the Director
                                    Participant's Options may be exercised by
                                    the legal representative.

                           c.       Following the transfer of any Option as
                                    contemplated by Sections 9(a) and 9(b), (A)
                                    such Option shall continue to be subject to
                                    the same terms and conditions as were
                                    applicable immediately prior to transfer,
                                    provided that the term "Director
                                    Participant" shall be deemed to refer to the
                                    Permitted Transferee or the estate or heirs
                                    of a deceased Director Participant, as
                                    applicable, to the extent appropriate to
                                    enable the Director Participant to exercise
                                    the transferred Option in accordance with
                                    the terms of this Plan and applicable law,
                                    (B) the provisions of Sections 6(d), 6(e)
                                    and 6(f) hereof shall continue to be applied
                                    with respect to the original Director
                                    Participant 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 Director Participant, as
                                    applicable, only to the extent and for the
                                    periods specified in Sections 6(d), 6(e) and
                                    6(f), and (C) in the discretion of the Board
                                    of Directors or the Committee, all voting
                                    control in the Common Stock transferred
                                    pursuant to the exercise of Options shall be
                                    retained in the original Director
                                    Participant.

                           d.       Any Director Participant desiring to
                                    transfer an Option as permitted under this
                                    Section 9 shall make application therefor in
                                    the manner and time specified by the Board
                                    of Directors or the Committee and shall
                                    comply with such other requirements as the
                                    Board of Directors or the Committee may
                                    require to assure compliance with all
                                    applicable tax and securities laws. The
                                    Board of Directors of 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.

         2. 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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