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                                                                  EXHIBIT 10.7.3

                                    AMFM INC.

                               SECOND AMENDMENT TO
                         AMENDED AND RESTATED AMFM INC.
                  STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS

         THIS SECOND AMENDMENT TO THE AMENDED AND RESTATED CHANCELLOR MEDIA
CORPORATION STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS (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 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 Amended and Restated Chancellor Media Corporation Stock
Option Plan for Non-Employee Directors (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
                  granted to him, or any portion thereof. After the death of the
                  Optionee, any exercisable portion of an Option may, prior to
                  the time when such portion becomes unexercisable under Section
                  4.4 or Section 4.7, 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 7.1 of the Plan is amended and restated in its
entirety to read as follows:



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                  Section 7.1 - Assignment or Transfer

                           (a) No Option or interest or right therein shall be
                  liable for the debts, contracts or engagements of the Optionee
                  or his successors in interest or, subject to the remainder of
                  this Section 7.1, shall be transferable by the Optionee.

                           (b) The Board may, in its sole discretion, permit an
                  Optionee to transfer all or any portion of an Option, or
                  authorize all or a portion of any 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 Options
                  transferred as provided above shall be prohibited except
                  subsequent transfers back to the original Optionee.

                           (c) In the Board's sole discretion, an Optionee who
                  is serving as a non-employee director of the Company, at the
                  request of the Optionee's employer (the "Employer), may direct
                  that an Option be issued directly in the name of, or assign or
                  otherwise transfer an Option to, the Employer or any person
                  affiliated with the Employer.

                           (d) Except as expressly permitted by Sections 7.1(b)
                  and 7.1(c), 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.

                           (e) Following the transfer of any Option as
                  contemplated by Sections 7.1(b), 7.1(c) and 7.1(d), (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 "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 Option in accordance
                  with the terms of this Plan and applicable law, (B) the
                  provisions of subsection 4.4(b) 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 period specified in subsection 4.4(b), and
                  (C) in the discretion of the Board, all voting control in the
                  Common Stock transferred pursuant to the exercise of Options
                  shall be retained in the original Optionee.

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                           (f) Any Optionee desiring to transfer an Option as
                  permitted under this Section 7.1 shall make application
                  therefor in the manner and time specified by the Board and
                  shall comply with such other requirements as the Board may
                  require to assure compliance with all applicable tax and
                  securities laws. The Board 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.

         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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