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EXHIBIT 10.2 FORM OF CLEAR CHANNEL COMMUNICATIONS, INC. 2001
             STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT FOR A
             STOCK OPTION WITH A SEVEN YEAR TERM

NOTICE OF GRANT OF STOCK OPTIONS             CLEAR CHANNEL COMMUNICATIONS, INC.
AND OPTION AGREEMENT                         ID: 74-1787539
                                             200 East Basse
                                             San Antonio, TX 78209

Name:
Address:

Effective [grant date], you have been granted a Stock Option to purchase
[quantity] shares (the 'Option') of Clear Channel Communication, Inc. (the
Company) stock as outlined below.

              Granted To:  [name and ID number]

         Options Granted:  [quantity]

  Options Price per Share  [market price]      Total Cost to Exercise:   [value]
         Expiration Date:  [7 years from grant date]
        Vesting Schedule:  [25% 3 years from grant date; 25% 4
                           years from grant date; and remaining
                           50% 5 years from grant date]

By your signature and the Company's signature below, you and the Company agree
that these options are granted under and governed by the terms and conditions of
the Company's Stock Option Plan as amended and the Option Agreement, all of
which are attached and made a part of this document.

________________________________________                           _____________
Clear Channel Communications, Inc.                                 Date

________________________________________                           _____________
[name]                                                             Date

      Note: If there are any discrepancies in the name or address shown above,
      please make the appropriate corrections on this form.

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          AMENDED AND RESTATED CLEAR CHANNEL COMMUNICATIONS, INC. 2001
                   STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT

      THIS STOCK OPTION AGREEMENT ("Agreement") is granted on the date (the
"DATE OF GRANT") set forth on the attached Notice of Grant of Stock Options (the
"NOTICE") by Clear Channel Communications, Inc., a Texas corporation (the
"COMPANY") to the person named on the Notice (the "OPTIONEE"), who is an
employee or officer of the Company or one of its subsidiaries or who is
otherwise qualified to receive an Option (as defined below) under the Plan (as
defined below).

      WHEREAS, the Board of Directors of the Company (the "BOARD") adopted, with
subsequent stockholder approval, the Clear Channel Communications, Inc. 2001
Stock Incentive Plan, as may be amended from time to time (the "PLAN").

      WHEREAS, the Plan provides for the granting of stock options by a
committee to be appointed by the Board (the "COMMITTEE") to directors, officers,
key employees of the Company or any subsidiary of the Company and to persons who
provide consulting or other services to the Company deemed by the Committee to
be of substantial value to the Company to purchase, or to exercise certain
rights with respect to, shares of the common stock of the Company, par value
$.10 per share (the "COMMON STOCK"), in accordance with the terms and provisions
thereof.

      NOW, THEREFORE, the parties hereto, intending to be legally bound hereby,
agree as follows:

1. Grant of Option.

      Subject to the terms and conditions set forth herein and in the Plan, the
terms of which are attached as Exhibit A, the Company hereby grants to the
Optionee, during the period commencing on the Date of Grant and ending on the
Expiration Date (as provided in the Notice), the right and option (the right to
purchase any one share of Common Stock hereunder being an "OPTION") to purchase
from the Company, at a price per share set forth in the Notice (the "OPTION
PRICE"), such number of shares of Common Stock as set forth in the Notice (the
"OPTION SHARES").

2. Limitation on Exercise of Option.

      Subject to the terms and conditions set forth herein and the Plan, the
Optionee will be vested at such time(s) provided for in the Notice; provided,
that, Optionee is then employed by the Company (or, in the case of non-employee
Optionee's, are still providing services to the Company), except as otherwise
provided in Section 7 of this Agreement.

3. Method of Exercise.

      (a) During the term of this Option, the Optionee may exercise this Option,
from time to time, to the extent then exercisable, by contacting the Company's
outside Plan administrator (the "ADMINISTRATOR") and following the procedures
established by the Administrator. The exercise price of the Option may be paid
by (a) cash or certified or bank check, (b) surrender of

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common stock held by the Optionee for at least six (6) months prior to exercise
(or such longer or shorter period as may be required to avoid a charge to
earnings for financial accounting purposes) or the attestation of ownership of
such shares if so permitted by the Company, (c) if established by the Company,
through a "same day sale" commitment from Optionee and a broker-dealer selected
by the Company that is a member of the National Association of Securities
Dealers (an "NASD DEALER") whereby the Optionee irrevocably elects to exercise
the Option and to sell a portion of the shares so purchased sufficient to pay
for the total exercise price and whereby the NASD Dealer irrevocably commits
upon receipt of such shares to forward the total exercise price directly to the
Company, (d) through additional methods prescribed by the Committee, including,
without limitation, loans, installment payments and/or guarantees, all under
such terms and conditions as deemed appropriate by the Committee in its
discretion, or (e) by any combination of the foregoing, and, in all instances,
to the extent permitted by applicable law.

      (b) At the time of exercise, the Optionee shall pay to the Administrator
(or at the option of the Company, to the Company) such amount as the Company
deems necessary to satisfy its obligation to withhold federal, state or local
income or other taxes incurred by reason of the exercise of Options granted
hereunder. The Optionee may elect to pay to the Administrator (or at the option
of the Company, to the Company) an amount equal to the amount of the taxes which
the Company shall be required to withhold by delivering to the Administrator (or
at the option of the Company, to the Company), cash, a check or at the sole
discretion of the Company, shares of Common Stock having a Fair Market Value
equal to the amount of the withholding tax obligation as determined by the
Company.

4. Issuance of Shares.

      Except as otherwise provided in the Plan, as promptly as practical after
receipt of notification of exercise and full payment of the Option Price and any
required income tax withholding, the Company shall issue or transfer to the
Optionee the number of Option Shares with respect to which Options have been so
exercised, and shall deliver to the Optionee or have deposited in the Optionee's
brokerage account with the Administrator a certificate or certificates therefor,
registered in the Optionee's name.

5. Company; Optionee.

      (a) The term "COMPANY" as used in this Agreement with reference to
employment shall include the Company and its subsidiaries, as appropriate.

      (b) Whenever the word "OPTIONEE" is used in any provision of this
Agreement under circumstances where the provision should logically be construed
to apply to the beneficiaries, the executors, the administrators, or the person
or persons to whom the Options may be transferred by will or by the laws of
descent and distribution, the word "OPTIONEE" shall be deemed to include such
person or persons.

6. Limitation on Exercise.

      No fractional shares may be purchased hereunder.

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7. Termination of Employment. Any Options held by the Optionee upon termination
of employment or service shall remain exercisable as follows:

      (a) If the Optionee's termination of employment or service is due to
death, all unvested Options shall automatically vest and become immediately
exercisable in full and all Options shall be exercisable by the Optionee's
designated beneficiary, or, if none, the person(s) to whom such Optionee's
rights under the Option are transferred by will or the laws of descent and
distribution for 1 year following such termination of employment (but in no
event beyond the term of the Option), and shall thereafter terminate.

      (b) If the Optionee's termination of employment or service is due to
Disability, the Optionee shall be treated, for purposes of this Agreement only,
as if his/her employment or service continued with the Company for the lesser of
(i) five years or (ii) the remaining term of the Option and the Option will
continue to vest and remain exercisable during such period (the "DISABILITY
VESTING PERIOD"). Upon expiration of the Disability Vesting Period, all
outstanding Options shall automatically terminate; provided, that, if the
Optionee should die during such period, all unvested Options shall automatically
vest and become immediately exercisable in full and all Options shall be
exercisable by the Optionee's designated beneficiary, or, if none, the person(s)
to whom such Optionee's rights under the Option are transferred by will or the
laws of descent and distribution for 1 year following such death (but in no
event beyond the term of the Option), and shall thereafter terminate.

      (c) If the Optionee's termination of employment or service is due to
Retirement (as defined herein), the Optionee shall be treated, for purposes of
this Agreement only, as if his/her employment or service continued with the
Company for the lesser of (i) five years or (ii) the remaining term of the
Option and the Option will continue to vest and remain exercisable during such
period (the "RETIREMENT VESTING PERIOD"). Upon expiration of the Retirement
Vesting Period, all outstanding Options shall automatically terminate; provided,
that, if the Optionee should die during such period, all unvested Options shall
automatically vest and become immediately exercisable in full and all Options
shall be exercisable by the Optionee's designated beneficiary, or, if none, the
person(s) to whom such Optionee's rights under the Option are transferred by
will or the laws of descent and distribution for 1 year following such death
(but in no event beyond the term of the Option), and shall thereafter terminate.
For purposes of this section, "RETIREMENT" shall mean shall mean the Optionee's
resignation from the Company on or after the date on which the sum of his/her
(i) full years of age (measured as of his/her last birthday preceding the date
of termination of employment or service) and (ii) full years of service with the
Company measured from his/her date of hire (or re-hire, if later), is equal at
least seventy (70); provided, that, the Optionee must have attained at least the
age of sixty (60) AND completed at least five (5) full years of service with the
Company prior to the date of his/her resignation. Any disputes relating to
whether the Optionee is eligible for Retirement under this Agreement, including,
without limitation, his years' of service, shall be settled by the Committee in
its sole discretion.

      (d) If the Optionee's termination of employment or service is for Cause,
the Option shall terminate upon such termination of employment or service,
regardless of whether the Option was then exercisable.

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      (e) If the Optionee's termination of employment or service is for any
other reason, all unvested Options shall terminate on the date of termination
and all Options (to the extent exercisable as of the date of termination) shall
be exercisable for a period of three-months following such termination of
employment or service (but in no event beyond the term of the Option), and shall
thereafter terminate. The Optionee's status as an employee shall not be
considered terminated in the case of a leave of absence agreed to in writing by
the Company (including, but not limited to, military and sick leave); provided,
that, such leave is for a period of not more than three-months or re-employment
upon expiration of such leave is guaranteed by contract or statute.

      (f) Notwithstanding any other provision of this Agreement or the Plan to
the contrary, including, without limitation, Sections 7(b) and 7(c) of this
Agreement:

            (i)   If it is determined by the Committee that prior to the date
                  that all Options are vested (whether or not during the
                  Disability Vesting Period or the Retirement Vesting Period),
                  the Optionee engaged (or is engaging in) any activity that is
                  harmful to the business or reputation of the Company (or any
                  Parent or Subsidiary), including, without limitation, any
                  "COMPETITIVE ACTIVITY" (as defined below) or conduct
                  prejudicial to or in conflict with the Company (or any Parent
                  or Subsidiary) or any material breach of a contractual
                  obligation to the Company (or any Parent or Subsidiary)
                  (collectively, "PROHIBITED ACTS"), then, upon such
                  determination by the Committee, all outstanding Options
                  granted to the Optionee under this Agreement shall be
                  cancelled and cease to be exercisable (whether or not then
                  vested).

            (ii)  If it is determined by the Committee that the Optionee engaged
                  (or is engaging in) any Prohibited Act where such Prohibited
                  Act occurred or is occurring within the one (1) year period
                  immediately following the exercise of any Option granted under
                  this Agreement, the Optionee agrees that he/she will repay to
                  the Company any gain realized on the exercise of such Option
                  (such gain to be valued as of the relevant exercise date(s)).
                  Such repayment obligation will be effective as of the date
                  specified by the Committee. Any repayment obligation must be
                  satisfied in cash or, if permitted in the sole discretion of
                  the Committee, in shares of Common Stock having a Fair Market
                  Value equal the gain realized upon exercise of the Option. The
                  Company is specifically authorized to off-set and deduct from
                  any other payments, if any, including, without limitation,
                  wages, salary or bonus, that it may own the Optionee to secure
                  the repayment obligations herein contained.

The determination of whether the Optionee has engaged in a Prohibited Act shall
be determined by the Committee in good faith and in its sole discretion. The
provisions of Section 7(f) shall have no effect following a Change in Control.
For purposes of this Agreement, the term "COMPETITIVE ACTIVITY" shall mean the
Optionee, without the prior written permission of the Committee, any where in
the world where the Company (or any Parent or Subsidiary) engages in business,
directly or indirectly, (i) entering into the employ of or rendering any
services to any

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person, entity or organization engaged in a business which is directly or
indirectly related to the businesses of the Company or any Parent or Subsidiary
("COMPETITIVE BUSINESS") or (ii) becoming associated with or interested in any
Competitive Business as an individual, partner, shareholder, creditor, director,
officer, principal, agent, employee, trustee, consultant, advisor or in any
other relationship or capacity other than ownership of passive investments not
exceeding 1% of the vote or value of such Competitive Business.

8. Certain Adjustments.

      (a) In the event of any Change in Capitalization and/or any dividend or
other distribution (whether in the form of cash, Common Stock, other securities,
or other property), recapitalization, reclassification, stock split, reverse
stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, liquidation, dissolution, or sale, transfer, exchange
or other disposition of all or substantially all of the assets or stock of the
Company, or exchange of Common Stock or other securities of the Company,
issuance of warrants or other rights to purchase Common Stock or other
securities of the Company, or other similar corporate transaction or event (an
"EVENT"), and in the Committee's opinion, such event affects the Common Stock
such that an adjustment is determined by the Committee to be appropriate in
order to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Option, then the Committee shall, in
such manner as it may deem equitable, including, without limitation, adjust any
or all of the following: (i) the number and kind of shares of Common Stock (or
other securities or property) with respect to which the Option was granted and
(ii) the Option Price with respect to the Option. If, by reason of an Event, the
Optionee shall be entitled to exercise the Option with respect to, new,
additional or different shares of stock or securities, such new, additional or
different shares shall thereupon be subject to all of the conditions,
restrictions and performance criteria which were applicable to the shares
subject to the Option prior to such Event. The Committee determination under
this Section 8(a) shall be final, binding and conclusive.

      (b) Upon the occurrence of an Event (or any other transaction or corporate
event deemed appropriate by the Committee) in which outstanding Options are not
to be assumed or otherwise continued following such an Event (or any other
transaction or corporate event deemed appropriate by the Committee), the
Committee may, in its discretion, (i) terminate the Option without the
Optionee's consent and provide for the purchase of any such Option for an amount
of cash equal to the product of (A) and (B), where (A) is equal to the number of
Option Shares subject to such outstanding Option and (B) is equal to the
difference between (1) the Fair Market Value of one share of Common Stock
immediately prior to such Event and (2) the Option Price per share of the Option
and/or (ii) provide that such Option shall be exercisable (whether or not
vested) as to all shares covered thereby for at least thirty (30) days prior to
such Event (or any other transaction or corporate event deemed appropriate by
the Committee) or such longer or shorter period as the Committee may determine
is appropriate.

      (c) Upon the occurrence of a Change in Control, all outstanding unvested
Options granted hereunder shall become immediately vested and exercisable in
full.

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9. No Rights of Stockholders.

      Neither the Optionee nor any personal representative shall be, or shall
have any of the rights and privileges of, a stockholder of the Company with
respect to any shares of Common Stock purchasable or issuable upon the exercise
of the Option, in whole or in part, prior to the date of exercise of the Option
and no adjustment (other than as provided in Section 8) shall be made for
dividends or distributions or other rights in respect of such Option Shares for
which the record date is prior to the date upon which he shall become the holder
of record thereof.

10. Non-Transferability of Option.

      The Option is not transferable by a Optionee except by will or the laws of
descent and distribution or to a beneficiary in the event of the Optionee's
death, and, if exercisable, shall be exercisable during the lifetime of a
Optionee only by the Optionee or his guardian or legal representative. Following
transfer, the Option shall continue to be subject to the same terms and
conditions as were applicable immediately prior to transfer. The events of
termination of employment set forth in Section 7 hereof shall continue to be
applied with respect to the original Optionee, following which the Option shall
be exercisable by the transferee only to the extent and for the periods
specified in the Plan. The Option may not be pledged, mortgaged, hypothecated or
otherwise encumbered, and shall not be subject to the claims of creditors.

11. Employment Not Affected.

      Neither the granting of the Option nor its exercise shall be construed as
granting to the Optionee any right with respect to continuance of employment of
the Company. Except as may otherwise be limited by a written agreement between
the Company and the Optionee, the right of the Company to terminate at will the
Optionee's employment with it at any time (whether by dismissal, discharge,
retirement or otherwise) is specifically reserved by the Company and
acknowledged by the Optionee.

12. Amendment of Option.

      The Option may be amended by the Board or the Committee at any time (i) if
the Board or the Committee determines, in its sole discretion, that amendment is
necessary or advisable to conform to any changes in the law which occur after
the Date of Grant and by its terms applies to the Option; or (ii) which the
Board may deem to be in the best interests of the Company, provided that no
amendment shall impair or negate any of the rights or obligations under this
Agreement, without the consent of the Optionee (except as otherwise provided in
Section 8 of this Agreement.

13. Restrictions on Transfer.

      The Optionee agrees, by acceptance of this Option, that, upon issuance of
any shares hereunder, that, unless such shares are then registered under
applicable federal and state securities laws, (i) acquisition of such shares
will be for investment and not with a view to the distribution thereof, and (ii)
the Company may require an investment letter from the Optionee in such form as
may be recommended by Company counsel. The Company shall in no event be obliged
to register any securities pursuant to the Securities Act of 1933 (as now in
effect or as hereafter amended) or

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to take any other affirmative action in order to cause the exercise of the
Options or the issuance or transfer of shares pursuant thereto to comply with
any law or regulation of any governmental authority.

14. Notice.

      Any notice to the Company provided for in this Agreement shall be
addressed to it in care of its Secretary at its executive offices at Clear
Channel Communications, Inc., 200 East Basse Road, San Antonio, Texas
78209-8328, and any notice to the Optionee shall be addressed to the Optionee at
the current address shown on the payroll records of the Company. Any notice
shall be deemed to be duly given if and when properly addressed and posted by
registered or certified mail, postage prepaid.

15. Incorporation of Plan by Reference.

      The Option is granted pursuant to the terms of the Plan, the terms of
which are incorporated herein by reference, and the Option shall in all respects
be interpreted in accordance with the Plan. The Committee shall interpret and
construe the Plan and this Agreement, and its interpretations and determinations
shall interpret and construe the Plan and this Agreement, and its
interpretations and determinations shall be conclusive and binding on the
parties hereto and any other person claiming an interest hereunder, with respect
to any issue arising hereunder or thereunder. In the event of a conflict or
inconsistency between the terms and provisions of the Plan and the provisions of
this Agreement, the Plan shall govern and control. All capitalized terms not
defined herein shall have the meaning ascribed to them as set forth in the Plan.

16. Governing Law.

      The validity, construction, interpretation and effect of this Agreement
shall exclusively be governed by and determined in accordance with the law of
the State of Texas without regard to its conflict of law principles, except to
the extent preempted by federal law.

17. Binding Effect.

      Subject to Section 10 hereof, this Agreement shall be binding upon the
heirs, executors, administrators and successors of the parties hereto.