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                                                                   EXHIBIT 4.5.2


                     FIRST AMENDMENT TO AMENDED AND RESTATED
                             STOCKHOLDERS AGREEMENT


         This FIRST AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
(this "Agreement") is made and entered into as of September 4, 1997, by and
among Chancellor Broadcasting Company (formerly known as Chancellor
Corporation), a Delaware corporation (the "Company"), and each of the Holders
(as defined in the Stockholders Agreement (as hereinafter defined)) whose names
are set forth on the signature pages hereto.

                                    RECITALS

         A.       The Company and the Holders are parties to that certain
Amended and Restated Stockholders Agreement, dated as of February 14, 1996, a
complete copy of which is attached hereto as Exhibit A (the "Stockholders
Agreement"); and

         B.       In order to carry out the intention of the parties under the
Stockholders Agreement, the Company and the Holders desire hereby to amend the
Stockholders Agreement as provided herein and to add such additional Holders
that agree to be bound by the terms of the Stockholders Agreement as amended
hereby.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the mutual promises and covenants
as set forth herein, the parties hereto agree as follows:

         1.       Amendments. The Stockholders Agreement is hereby amended as
follows:

                  a.       The definition of "Company" set forth in the preamble
         to the Stockholders Agreement shall be amended to mean Chancellor
         Broadcasting Company, a Delaware corporation ("CBC"), and, following
         the merger of CBC with and into Evergreen Mezzanine Holdings
         Corporation, a Delaware corporation ("EMHC"), Chancellor Media
         Corporation, a Delaware corporation and parent to the surviving
         corporation following the merger of CBC and EMHC (the "Company").

                  b.       The following definition set forth in Section 1 of
         the Stockholders Agreement shall be amended and restated in its
         entirety as follows:

                  "Common Stock" means the Class A Common Stock, $0.01 par value
         ("Class A Common Stock") and Class B Common Stock, $0.01 par value



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         ("Class B Common Stock"), of the Company, and any other class or series
         of capital stock issued by the Company which has the unlimited right to
         participate in dividends and distributions upon liquidation of the
         Company (a "Common Equity Security"), as well as any capital stock or
         other securities received in exchange for, or upon the conversion of,
         such Class A Common Stock, Class B Common Stock or Common Equity
         Security, whether by merger, consolidation, reorganization,
         reclassification or otherwise.

                  c.       Section 2 of the Stockholders Agreement is deleted in
         its entirety.

                  d.       A new paragraph (i) is hereby added to the end of
         Section 8 of the Stockholders Agreement to read as follows:

                  (i)      Successors and Assigns. This Agreement shall inure to
         the benefit of and be binding upon the successors, assigns and
         transferees of each of the parties hereto, including without
         limitation, by merger, consolidation, reorganization, operation of law
         or otherwise, and without the need for an express assignment.

         2.       Stockholders Agreement Otherwise Unchanged. Except as
expressly amended hereby, the Stockholders Agreement shall remain unchanged and
in full force and effect.

         3.       Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall constitute one and the same instrument.

         4.       Successors and Assigns. The rights and obligations of the
parties hereunder shall be binding upon and inure to the benefit of the Company
and the Holders and each of their respective successors and assigns.

         5.       Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York, without giving
effect to conflict of law principles.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

                                        2

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         IN WITNESS WHEREOF, in accordance with the terms of the Stockholders
Agreement, a majority of the HM2 Holders (as defined in the Stockholders
Agreement), and a majority of the _____ Holders (as defined in the Stockholders
Agreement) have executed this Agreement as of the day and year first written
above.

                                    CHANCELLOR BROADCASTING COMPANY


                                    By:      /s/ Steven Dinetz
                                            ------------------------------------
                                    Name:   Steven Dinetz
                                    Title:  President

                                    HM2/GP PARTNERS, L.P.

                                    By:     HICKS, MUSE G.P. PARTNERS, L.P.,
                                            its General Partner

                                    By:     HICKS, MUSE FUND II
                                            INCORPORATED, its General Partner


                                            By:      /s/ Eric C. Neuman
                                               ---------------------------------
                                            Name:    Eric C. Neuman
                                            Title:   Vice President

                                    HICKS, MUSE, TATE & FURST EQUITY
                                    FUND II, L.P.

                                    By:     HM2/GP PARTNERS, L.P., its General
                                            Partner

                                    By:     HICKS, MUSE G.P. PARTNERS, L.P.,
                                            its General Partner

                                    By:     HICKS, MUSE FUND II
                                            INCORPORATED, its General Partner


                                            By:      /s/ Eric C. Neuman
                                               ---------------------------------
                                            Name:    Eric C. Neuman
                                            Title:   Vice President


                      [Signature Page to First Amendment to
                  Amended and Restated Stockholders Agreement]

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                                    HICKS, MUSE & CO. PARTNERS, L.P.

                                    By:     HM PARTNERS INC., General Partner


                                            By:      /s/ Eric C. Neuman
                                               ---------------------------------
                                            Name:    Eric C. Neuman
                                            Title:   Vice President

                                    HM2/CHANCELLOR TRUST

                                    By:     HM2/GP PARTNERS, L.P., Manager

                                    By:     HICKS, MUSE GP PARTNERS, L.P., its
                                            General Partner

                                    By:     HICKS, MUSE FUND II
                                            INCORPORATED, its General Partner


                                            By:      /s/ Eric C. Neuman
                                               ---------------------------------
                                            Name:    Eric C. Neuman
                                            Title:   Vice President

                                    HICKS, MUSE GP PARTNERS, L.P.

                                    By:     HICKS, MUSE FUND II
                                            INCORPORATED, its General Partner


                                            By:      /s/ Eric C. Neuman
                                               ---------------------------------
                                            Name:    Eric C. Neuman
                                            Title:   Vice President


                      [Signature Page to First Amendment to
                  Amended and Restated Stockholders Agreement]

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                                    HM2/HMW, L.P.

                                    By:     HICKS, MUSE, TATE & FURST
                                            EQUITY FUND II, L.P., its General
                                            Partner

                                    By:     HM2/GP PARTNERS, L.P., its General
                                            Partner

                                    By:     HICKS, MUSE G.P. PARTNERS, L.P.,
                                            its General Partner

                                    By:     HICKS, MUSE FUND II
                                            INCORPORATED, its General Partner


                                            By:      /s/ Eric C. Neuman
                                               ---------------------------------
                                            Name:    Eric C. Neuman
                                            Title:   Vice President

                                    HM2/CHANCELLOR, L.P.

                                    By:     HM2/CHANCELLOR GP, L.P., its
                                            General Partner

                                    By:     HM2/CHANCELLOR HOLDINGS, INC.,
                                            its General Partner


                                            By:      /s/ Thomas O. Hicks
                                                --------------------------------
                                            Name:    Thomas O. Hicks
                                            Title:   President



                                     /s/ Steven Dinetz
                                     -------------------------------------------
                                     STEVEN DINETZ


                                     /s/ Lawrence D. Stuart, Jr.
                                     -------------------------------------------
                                     LAWRENCE D. STUART, JR.


                      [Signature Page to First Amendment to
                  Amended and Restated Stockholders Agreement]

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                                     /s/ R. Scott Cohen
                                    --------------------------------------------
                                    R. SCOTT COHEN


                                     /s/ Jerred G. Blanchard, Jr.
                                    --------------------------------------------
                                    JERRED G. BLANCHARD, JR.


                                     /s/ George C. Toulas
                                    --------------------------------------------
                                    GEORGE C. TOULAS


                                     /s/ Rick Eytcheson
                                    --------------------------------------------
                                    RICK EYTCHESON


                                     /s/ Matthew Liebowitz
                                    --------------------------------------------
                                    MATTHEW LIEBOWITZ


                                     /s/ Eric W. Neumann
                                    --------------------------------------------
                                    ERIC W. NEUMANN


                                     /s/ Matrice Ellis-Kirk
                                    --------------------------------------------
                                    MATRICE ELLIS-KIRK






                      [Signature Page to First Amendment to
                  Amended and Restated Stockholders Agreement]