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                                                                  EXHIBIT 4.10.2

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                   CHANCELLOR MEDIA CORPORATION OF LOS ANGELES

                                   as Obligor

                                       AND

                           the Guarantors named herein

                                       AND

                              THE BANK OF NEW YORK,

                                   as Trustee

                            -------------------------

                          FIRST SUPPLEMENTAL INDENTURE

                           Dated as of August 23, 1999

                                       to

                                    Indenture

                          Dated as of December 22, 1997

                           --------------------------

                                  $500,000,000

                        8-1/8% Senior Subordinated Notes

                                    due 2007



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     FIRST SUPPLEMENTAL INDENTURE dated as of August 23, 1999, among CHANCELLOR
MEDIA CORPORATION OF LOS ANGELES, a Delaware corporation (the "Company"), the
subsidiaries listed on Schedule I hereto (collectively, the "New Subsidiary
Guarantors") and THE BANK OF NEW YORK, a New York banking corporation, as
Trustee (the "Trustee").

     WHEREAS, the Company and certain subsidiary guarantors have heretofore
executed and delivered to the Trustee an Indenture dated as of December 22, 1997
(the "Indenture"), providing for the issuance of $500,000,000 aggregate
principal amount of 8-1/8% Senior Subordinated Notes due 2007 (the "Notes"); and

     WHEREAS, the Company, the New Subsidiary Guarantors and the Trustee desire
by this First Supplemental Indenture, pursuant to and as contemplated by the
provisions of the Indenture relating to the addition of guarantors, including
Sections 4.19, 9.01 and 10A.03, to add the New Subsidiary Guarantors as
guarantors pursuant to the terms of the Indenture; and

     WHEREAS, the execution and delivery of this First Supplemental Indenture
has been authorized by resolutions of the Boards of Directors of the Company,
and each of the New Subsidiary Guarantors; and

     WHEREAS, all conditions and requirements necessary to make this First
Supplemental Indenture a valid, binding legal instrument in accordance with its
terms have been performed and fulfilled by the parties hereto and the execution
and delivery thereof have been in all respects duly authorized by the parties
hereto.

     NOW, THEREFORE, in consideration of the above premises, each party agrees,
for the benefit of the others and for the equal and ratable benefit of the
holders of the Notes, as follows:

                                   ARTICLE I.

                     ASSUMPTION OF OBLIGATIONS AS GUARANTOR

Section 1.01. Assumption. Each of the New Subsidiary Guarantors hereby expressly
and unconditionally assumes each and every covenant, agreement and undertaking
of a Guarantor in the Indenture as of the date of this First Supplemental
Indenture, and also hereby expressly and unconditionally assumes each and every
covenant, agreement and undertaking of a Guarantor in each Note outstanding on
the date of this First Supplemental Indenture.

                                   ARTICLE II.

                            MISCELLANEOUS PROVISIONS

Section 2.01. Terms Defined. For all purposes of this First Supplemental
Indenture, except as otherwise defined or unless the context otherwise requires,
terms used in capitalized form in this First Supplemental Indenture and defined
in the Indenture have the meanings specified in the Indenture.


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Section 2.02. Indenture. Except as amended hereby, the Indenture and the Notes
are in all respects ratified and confirmed and all the terms shall remain in
full force and effect.

Section 2.03. Governing Law. This FIRST Supplemental Indenture shall be governed
by and construed in accordance with the laws of the State of New York, as
applied to contracts made and performed within the State of New York, without
regard to principles of conflict of laws.

Section 2.04. Successors. All agreements of the Company and the New Subsidiary
Guarantors in this First Supplemental Indenture and the Notes shall bind their
successors. All agreements of the Trustee in this First Supplemental Indenture
shall bind its successors.

Section 2.05. Duplicate Originals. All parties may sign any number of copies of
this First Supplemental Indenture. Each signed copy shall be an original, but
all of them together shall represent the same agreement.

Section 2.06. Severability. In case any one or more of the provisions in this
First Supplemental Indenture or in the Notes shall be held invalid, illegal or
unenforceable, in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions shall not in any way be affected or impaired thereby, it being
intended that all of the provisions hereof shall be enforceable to the full
extent permitted by law.

Section 2.07. Trustee Disclaimer. The Trustee accepts the amendment of the
Indenture effected by this First Supplemental Indenture and agrees to execute
the trust created by the Indenture as hereby amended, but on the terms and
conditions set forth in the Indenture, including the terms and provisions
defining and limiting the liabilities and responsibilities of the Trustee, which
terms and provisions shall in like manner define and limit its liabilities and
responsibilities in the performance of the trust created by the Indenture as
hereby amended, and without limiting the generality of the foregoing, the
Trustee shall not be responsible in any manner whatsoever for or with respect to
any of the recitals or statements contained herein, all of which recitals or
statements are made solely by the Company and the New Subsidiary Guarantors, or
for or with respect to (i) the validity or sufficiency of this First
Supplemental Indenture or any of the terms or provisions hereof, (ii) the proper
authorization hereof by the Company and the New Subsidiary Guarantors by
corporate action or otherwise, (iii) the due execution hereof by the Company and
the New Subsidiary Guarantors or (iv) the consequences (direct or indirect and
whether deliberate or inadvertent) of any amendment herein provided for, and the
Trustee makes no representation with respect to any such matters.

Section 2.08. Effectiveness. This First Supplemental Indenture shall become
effective, once executed, upon receipt by the Trustee of a certificate of an
appropriate officer of the Company; and an opinion of Weil, Gotshal & Manges
LLP, counsel to the Company, each of which shall be dated no earlier than the
date hereof.

            (THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK)


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     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the day and year written above.




                                       CHANCELLOR MEDIA CORPORATION
                                       OF LOS ANGELES, as Obligor

                                       /s/ William S. Banowsky, Jr.
                                       ----------------------------------
                                       By:      William S. Banowsky, Jr.
                                       Title:   Executive Vice President

Attest: /s/
        ----------------------------

                                       On Behalf of Each of the New Subsidiary
                                       Guarantors Listed on Schedule I hereto


                                       /s/ William S. Banowsky, Jr.
                                       ----------------------------------
                                       By:      William S. Banowsky, Jr.
                                       Title:   Executive Vice President

Attest: /s/
        ----------------------------

                                       THE BANK OF NEW YORK,
                                       as Trustee

                                       /s/ Remo J. Reale
                                       -----------------------
                                       By:      Remo J. Reale
                                       Title:   Vice President

Attest: /s/
        --------------------------


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                                   SCHEDULE I

                            NEW SUBSIDIARY GUARANTORS
            (ALL NEW SUBSIDIARY GUARANTORS ARE DELAWARE CORPORATIONS
                         EXCEPT AS EXPRESSLY INDICATED)


The AMFM Radio Networks, Inc.
Chancellor Media Air Services Corporation
Chancellor Media Corporation of Michigan
Chancellor Media Corporation of New York
Chancellor Media Corporation of Ohio
Chancellor Media Martin Corporation
Chancellor Media MW Sign Corporation
Chancellor Media Nevada Sign Corporation
Chancellor Media Outdoor Corporation
Chancellor Media Radio Licenses, LLC (a Delaware limited liability company)
Chancellor Media/ Shamrock Radio Licenses, LLC (a Delaware limited liability
     company)
Chancellor Media Whiteco Outdoor Corporation
Cleveland Radio Licenses, LLC (a Delaware limited liability company)
Dowling Company Incorporated (a Virginia corporation)
Hardin Development Corporation (a Florida corporation)
Martin Media, L.P. (a California limited partnership)
Outdoor Promotions West, LLC (a Delaware limited liability company)
Parsons Development Company (a Florida corporation)
Revolution Outdoor Advertising, Inc. (a Florida corporation)
Transit America Las Vegas, LLC (a Delaware limited liability company)
Triumph Outdoor Holdings, LLC (a Delaware limited liability company)
Triumph Outdoor Louisiana, LLC (a Delaware limited liability company)
Triumph Outdoor Rhode Island, LLC (a Delaware limited liability company)
Western Poster Service, Inc. (a Texas corporation)
Zebra Broadcasting Corporation (an Ohio corporation)


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