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                                                                 EXHIBIT 4.16.12

                  ELEVENTH SUPPLEMENTAL INDENTURE (this "Supplemental
Indenture"), dated as of May 18, 1998, among SFX BROADCASTING OF SOUTH CAROLINA,
INC., a Delaware corporation (the "Guarantor"), which is a subsidiary of SFX
Broadcasting, Inc., a Delaware corporation (the "Company"); and The Chase
Manhattan Bank, as trustee under the indenture referred to below (the
"Trustee").

                                   WITNESSETH

                  WHEREAS, The Company has heretofore executed and delivered to
the Trustee an indenture (the "Indenture"), dated as of May 31, 1996, providing
for the issuance of an aggregate principal amount of $450,000,000 of 10 3/4%
Senior Subordinated Notes due 2006 (the "Securities"); and

                  WHEREAS, Section 4.15 of the Indenture provides that under
certain circumstances the Company is required to cause the Guarantor to execute
and deliver to the Trustee a supplemental indenture pursuant to which such
Guarantor shall unconditionally guarantee all of the Company's obligations under
the Securities pursuant to a Subsidiary Guarantee on the terms and conditions
set forth herein;

                  NOW THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
the Guarantor and the Trustee mutually covenant and agree for the equal and
ratable benefit of the holders of the Securities as follows:

                  1. CAPITALIZED TERMS. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.

                  2. AGREEMENT TO GUARANTEE. The Guarantor hereby agrees,
jointly and severally with all other guarantors, to guarantee the Company's
obligations under the Securities on the terms and subject to the conditions set
forth in Article 11 of the Indenture and to be bound by all other applicable
provisions of the Indenture, including, without limitation, the provisions of
Article 10 of the Indenture.

                  3. NO RECOURSE AGAINST OTHERS. No past, present or future
director, officer, employee, incorporator, shareholder or agent of the
Guarantor, as such, shall have any liability for any obligations of the Company
or the Guarantor under the Securities, the Subsidiary Guarantees, the Indenture
or this Supplemental Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each holder of the Securities by
accepting a Security waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Securities. Such
waiver may not be effective to waive liabilities under the federal securities
laws and it is the view of the Commission that such a waiver is against public
policy.


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                  4. EFFECTIVENESS. This Supplemental Indenture shall be
effective upon execution by the parties hereto.

                  5. RECITALS. The recitals contained herein shall be taken as
the statements of the Company and the Guarantor and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations as to
the validity of this Supplemental Indenture.

                  6. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF
NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

                  7. COUNTERPARTS. The parties may sign any number of copies of
this Supplemental Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement.

                  8. EFFECT OF HEADINGS. The Section headings herein are for
convenience only and shall not affect the construction hereof.

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

                                         THE CHASE MANHATTAN BANK,
                                          as Trustee




                                         By: /s/ Francine Springer
                                            ------------------------------------
                                            Name:  Francine Springer
                                            Title:  Assistant Vice President


                                         SFX BROADCASTING OF SOUTH CAROLINA,
                                         INC.



                                         By: /s/ Richard A. Liese
                                            ------------------------------------
                                            Name: Richard A. Liese
                                            Title:  Vice President




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