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                                                                  EXHIBIT 10.9.3

                                    AMFM INC.

                          SECOND AMENDMENT TO THE 1998
                           AMFM INC. STOCK OPTION PLAN

         THIS SECOND AMENDMENT TO THE 1998 AMFM INC. STOCK OPTION PLAN (this
"Amendment") is made and adopted by AMFM Inc., a Delaware corporation (formerly
Chancellor Media Corporation, the "Company"), effective as of March 31, 2000.

                                    RECITALS

         WHEREAS, in contemplation of the consummation of the merger (the "Clear
Channel Merger") of CCU Merger Sub, Inc., a Delaware corporation and
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 1998 AMFM Inc.
Stock Option Plan (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 hereby amended as follows:

         1.       Section 7.1 is amended and restated in its entirety to read as
                  follows:

                  7.1      Assignment or Transfer.

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

                  (b) Transfer of Non-Qualified Stock 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 Stock Option, or
                  authorize all or a portion of any Non-Qualified Stock 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 a QDRO 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



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                  Stock 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 7.1(b)(i), Non-Qualified Stock
                  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 Stock Option as contemplated by Sections
                  7.1(b)(i) and 7.1(b)(ii), (A) such Non-Qualified Stock 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 Stock
                  Option in accordance with the terms of this Plan and
                  applicable law, (B) the provisions of Section 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 Non-Qualified Options shall be exercisable by the
                  Permitted Transferee, the recipient under a domestic relation
                  order, or the estate or heirs of a deceased Optionee, as
                  applicable, only to the extent and for the periods specified
                  in Section 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 Stock Options shall
                  be retained in the original Optionee.

                           (c) Procedures and Restrictions. Any Optionee
            desiring to transfer an Option as permitted under Section 7(a) or
            7(b) shall make application therefor in the manner and time
            specified by the Board or the Committee and shall comply with 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.

         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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