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                                                                   EXHIBIT 10.22


                                   CHANCELLOR
                                  BROADCASTING
                                    COMPANY


                                STOCK AWARD PLAN
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                CHANCELLOR BROADCASTING COMPANY STOCK AWARD PLAN



       1.     PURPOSE

              The Chancellor Broadcasting Company Stock Award Plan (the "Plan")
is intended to provide incentives which will attract, retain and motivate
eligible persons whose present and potential contribution are important to the
success of Chancellor Broadcasting Company (the "Company").  These eligible
persons will be offered an opportunity to participate in the Company's future
performance by providing them opportunities to acquire shares of the Class A
Common Stock, par value $.01 per share, of the Company ("Class A Common Stock")
through awards of stock options, restricted stock and stock bonuses ("Stock
Awards").  In addition, the Plan is intended to assist in aligning the
interests of the Company's officers and key employees to those of its
stockholders.

       2.     TERM

              The Plan shall be effective as of the date it is approved by the
Company's stockholders (the "Effective Date").  The Plan shall terminate on the
tenth anniversary of the Effective Date, unless terminated by the Board of
Directors of the Company (the "Board") pursuant to Section 18 below prior to
such date.

       3.     ADMINISTRATION

              (a)    The Plan shall be administered by the Company's
Compensation Committee (the "Committee") appointed by the Board from among its
members, which shall be comprised of not less than two nonemployee members of
the Board ("Nonemployee Directors") each of whom qualifies as (i) a
"disinterested person" within the meaning of Rule 16b-3 (or any successor rule)
promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") and (ii) an "outside director" within the meaning of Section
162(m)(4)(C)(i) of the Internal Revenue Code of 1986, as amended (the "Code")
and the regulations promulgated thereunder; provided, however, that prior to
the effectiveness under the Exchange Act of a registration statement filed by
the Company with the Securities and Exchange Commission, the Committee may be
comprised of any two members of the Board or may be the entire Board.  The
Committee is authorized, subject to the provisions of the Plan, to establish
such rules and regulations as it deems necessary for the proper administration
of the Plan and to make such determinations and interpretations and to take
such action in connection with the Plan and any Stock Awards granted hereunder
as it deems





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necessary or advisable.  All determinations and interpretations made by the
Committee shall be binding and conclusive on all participants and their legal
representatives.  No member of the Board, no member of the Committee and no
employee of the Company shall be liable for any act or failure to act
hereunder, except in circumstances involving his or her bad faith, gross
negligence or willful misconduct, or for any act or failure to act hereunder by
any other member or employee or by any agent to whom duties in connection with
the administration of this Plan have been delegated.  The Company shall
indemnify members of the Committee and any agent of the Committee who is an
employee of the Company, a subsidiary or an affiliate against any and all
liabilities or expenses to which they may be subjected by reason of any act or
failure to act with respect to their duties on behalf of the Plan, except in
circumstances involving such person's bad faith, gross negligence or willful
misconduct.

              (b)    The Committee may delegate to one or more of its members,
or to one or more agents, such administrative duties as it may deem advisable,
and the Committee, or any person to whom it has delegated duties as aforesaid,
may employ one or more persons to render advice with respect to any
responsibility the Committee or such person may have under the Plan.  The
Committee may employ such legal or other counsel, consultants and agents as it
may deem desirable for the administration of the Plan and may rely upon any
opinion or computation received from any such counsel, consultant or agent.
Expenses incurred by the Committee in the engagement of such counsel,
consultant or agent shall be paid by the Company, or the subsidiary or
affiliate whose employees have benefitted from the Plan, as determined by the
Committee.

       4.     PARTICIPANTS

              Participants shall consist of such officers and key employees of
the Company and its subsidiaries and affiliates as the Committee in its sole
discretion determines to be significantly responsible for the success and
future growth and profitability of the Company and whom the Committee may
designate from time to time to receive Stock Awards under the Plan.
Nonemployee Directors shall also participate in the Plan, but only to the
extent provided in Section 9 below.  Designation of a participant in any year
shall not require the Committee to designate such person to receive a Stock
Award in any other year or, once designated, to receive the same type or amount
of Stock Award as granted to the participant in any other year.  The Committee
shall consider such factors as it deems pertinent in selecting participants and
in determining the type and amount of their respective Stock Awards.





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       5.     TYPE OF STOCK AWARDS

              Stock Awards under the Plan may be granted in any one or a
combination of (i) Stock Options, (ii) Restricted Stock and (iii) Stock
Bonuses.  Stock Awards shall be evidenced by agreements (which need not be
identical) in such forms as the Committee may from time to time approve;
provided, however, that in the event of any conflict between the provisions of
the Plan and any such agreements, the provisions of the Plan shall prevail.

       6.     COMMON STOCK AVAILABLE UNDER THE PLAN

              The aggregate number of shares of Class A Common Stock that may
be subject to Stock Awards granted under this Plan shall be 916,456 shares of
Class A Common Stock, which may be authorized and unissued or treasury shares,
subject to any adjustments made in accordance with Section 11 below.  The
maximum number of shares of Class A Common Stock with respect to which Stock
Awards may be granted to any individual participant under the Plan shall be (i)
500,000 shares in any fiscal year and (ii) an aggregate of 500,000 shares over
the life of the Plan.  Any shares of Class A Common Stock subject to a Stock
Option which for any reason is cancelled or terminated without having been
exercised, any shares subject to other Stock Awards which are forfeited, or any
shares delivered to the Company as part of full payment for the exercise of a
Stock Option shall again be available for Stock Awards under the Plan, to the
extent permitted by Rule 16b-3 under the Exchange Act regarding the
availability of such shares.

       7.     STOCK OPTIONS

              (a)    In General.  Stock Options shall consist of awards from
the Company that shall enable the holder to purchase a specific number of
shares of Class A Common Stock, at set terms and at a fixed purchase price.
Stock Options may be (i) "incentive stock options" ("Incentive Stock Options"),
as such term is used in Section 422 of the Code, or (ii) stock options which do
not constitute Incentive Stock Options ("Nonqualified Stock Options").  The
Committee shall have the authority to grant to any participant one or more
Incentive Stock Options, Nonqualified Stock Options, or both types of Stock
Options.  Each Stock Option shall be subject to such terms and conditions
consistent with the Plan as the Committee may impose from time to time, subject
to the below limitations.

              (b)    Exercise Price.  Each Stock Option granted hereunder shall
have such per-share exercise price as the Committee may determine on the date
of grant; provided, however, that the per-share exercise price shall not be
less than 100 percent of Fair Market Value, meaning the closing price of the
Class A Common Stock on the date of grant (or on





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the last preceding trading date if Class A Common Stock was not traded on such
date) if the Class A Common Stock is readily tradeable on a national securities
exchange or other market system.  If the Class A Common Stock is not readily
tradeable, Fair Market Value shall mean the amount determined in good faith by
the Committee as the fair market value of the Class A Common Stock.

              (c)    Vesting.  The Committee shall, in its sole discretion,
determine a vesting schedule upon which each Stock Option shall become
exercisable and remain exercisable; provided, however, that if the Committee
does not determine such vesting schedule, such Stock Option shall become
exercisable as follows: 20 percent on the first anniversary of the date of
grant and the remaining 80 percent shall vest pro rata on a monthly basis over
the four-year period following the first anniversary of the date of grant.

              (d)    Payment of Exercise Price.  The option exercise price may
be paid in cash or, in the discretion of the Committee, by the delivery of
shares of Class A Common Stock of the Company then owned by the participant, or
by a combination of these methods.  In the discretion of the Committee, payment
may also be made by delivering a properly executed exercise notice to the
Company together with a copy of irrevocable instructions to a broker to deliver
promptly to the Company the amount of sale or loan proceeds to pay the exercise
price.  To facilitate the foregoing, the Company may enter into agreements for
coordinated procedures with one or more brokerage firms.  The Committee may
prescribe any other method of paying the exercise price that it determines to
be consistent with applicable law and the purpose of the Plan, including,
without limitation, in lieu of the exercise of a Stock Option by delivery of
shares of Class A Common Stock of the Company then owned by a participant,
providing the Company with a notarized statement attesting to the number of
shares owned, where upon verification by the Company, the Company would issue
to the participant only the number of incremental shares to which the
participant is entitled upon exercise of the Stock Option.  The Committee may,
at the time of grant, provide for the grant of a subsequent Restoration Stock
Option if the exercise price is paid for by delivering previously owned shares
of Class A Common Stock of the Company.  Restoration Stock Options (i) may be
granted in respect of no more than the number of shares of Class A Common Stock
tendered in exercising the predecessor Stock Option, (ii) shall have an
exercise price equal to 100 percent of Fair Market Value on the date the
Restoration Stock Option is granted, and (iii) may have an exercise period that
does not extend beyond the remaining term of the predecessor Stock Option.  In
determining which methods a participant may utilize to pay the exercise price,
the Committee may consider such factors as it determines are appropriate.





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              (e)    Term of Stock Option.  Stock Options granted under the
Plan shall be exercisable at such time or times and subject to such terms and
conditions as shall be determined by the Committee; provided, however, that no
Stock Option shall be exercisable later than ten years after the date it is
granted except in the event of a participant's death, in which case, the
exercise period of such participant's Stock Options may be extended by the
Committee in its sole discretion beyond such period but no later than one year
after the participant's death.

              (f)    Limitations on Incentive Stock Options.  Incentive Stock
Options may be granted only to participants who are employees of the Company or
one of its subsidiaries (within the meaning of Section 424(f) of the Code) on
the date of grant.  The aggregate market value (determined as of the time the
option is granted) of the Class A Common Stock with respect to which Incentive
Stock Options are exercisable for the first time by a participant during any
calendar year (under all option plans of the Company and of any parent
corporation or subsidiary corporation (as defined in Sections 424(e) and (f) of
the Code, respectively)) shall not exceed $100,000.  For purposes of the
preceding sentence, Incentive Stock Options shall be taken into account in the
order in which they are granted.  Incentive Stock Options may not be granted to
any participant who, at the time of grant, owns stock possessing (after the
application of the attribution rules of Section 424(d) of the Code) more than
10 percent of the total combined voting power of all classes of stock of the
Company or any parent or subsidiary corporation of the Company, unless the
option price is fixed at not less than 110 percent of Fair Market Value of the
Class A Common Stock on the date of grant and the exercise of such option is
prohibited by its terms after the expiration of five years from the date of
grant of such option.

              (g)    Post-Employment Exercises.  Following a participant's
termination of employment other than a termination of employment due to death,
Stock Options granted hereunder shall be exercisable only for the three-month
period following the date of termination of employment; provided, however, that
in the event a participant's employment is terminated for cause, all Stock
Options held by such participant shall immediately be cancelled as of the date
of termination of employment for cause.  The Committee may, in its sole
discretion, extend the post-employment exercise period beyond the three-month
period, so long as the post-employment exercise period ends prior to the
original option expiration date.  In addition, the Committee may, at the time
of grant and in its sole discretion, subject the exercise of any Stock Option
after termination of employment to the satisfaction of the conditions precedent
that the participant neither (i) competes with, or takes other employment with
or renders services to a competitor of, the Company, its subsidiaries or
affiliates without the written consent of the Company, nor (ii) conducts
himself or herself in a manner adversely affecting the Company.





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       8.     OTHER STOCK AWARDS

              The Committee may, in its sole discretion, grant Stock Awards in
the form of Restricted Stock or Stock Bonuses (which may include mandatory
payment of bonus incentive compensation in stock) consisting of Class A Common
Stock issued or transferred to participants with or without other payments
therefor as additional compensation for services to the Company.  Such Stock
Awards may be subject to such terms and conditions as the Committee determines
appropriate, including, without limitation, restrictions on the sale or other
disposition of such shares, the right of the Company to reacquire such shares
for no consideration upon termination of the participant's employment within
specified periods, and conditions requiring that the shares be earned in whole
or in part upon the achievement of performance goals established by the
Committee over a designated period of time.  Such performance goals shall be
based on any one or combination of the following financial measures: revenues,
income, cash flow, earnings per share, return on assets, and return on equity.
The Committee may require the participant to deliver a duly signed stock power,
endorsed in blank, relating to the Class A Common Stock covered by such an
Award.  The Committee may also require that the stock certificates evidencing
such shares be held in custody or bear restrictive legends until the
restrictions thereon shall have lapsed.  The Committee shall determine whether
the participant shall have, with respect to the shares of Class A Common Stock
subject to a Stock Award, all of the rights of a holder of shares of Class A
Common Stock of the Company, including the right to receive dividends and to
vote the shares.

       9.     NONEMPLOYEE DIRECTOR FORMULA AWARDS

              (a)    After the Effective Date, a Nonemployee Director who (i)
was not a Nonemployee Director as of the Effective Date and (ii) does not
represent an investor who owns more than 10 percent of the Class A Common Stock
automatically shall be granted an option to purchase 5,000 shares of Class A
Common Stock on the date he or she first becomes a member of the Board (an
"Initial Nonemployee Director Stock Option").

              (b)    Each Initial Nonemployee Director Stock Option shall (i)
be fully exercisable on the date of grant, (ii) be granted with an exercise
price equal to 100 percent of Fair Market Value and (iii) expire on the tenth
anniversary of the date of grant.

              (c)    If a Nonemployee Director ceases to be a director of the
Company for any reason other than due to death or disability, each Initial
Nonemployee Director Stock Option shall remain exercisable only for the three-
month period following the date the Nonemployee Director ceases to be a
director of the Company.





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              (d)    The agreements accompanying the formula awards made under
this Section 9 may contain additional restrictions or limitations not
inconsistent with the provisions of the Plan.

       10.    FOREIGN OPTIONS AND RIGHTS

              The Committee may grant Stock Awards to individual participants
who are subject to the tax laws of nations other than the United States, which
Stock Awards may have terms and conditions as determined by the Committee as
necessary to comply with applicable foreign laws.  The Committee may take any
action which it deems advisable to obtain approval of such Stock Awards by the
appropriate foreign governmental entity; provided, however, that no such Stock
Awards may be granted pursuant to this Section 10 and no action may be taken
which would result in a violation of the Exchange Act, the Code or any other
applicable law.

       11.    ADJUSTMENT PROVISIONS; CHANGE IN CONTROL

              (a)    If there shall be any change in the Class A Common Stock
of the Company, through merger, consolidation, reorganization,
recapitalization, stock dividend, stock split, reverse stock split, split up,
spinoff, combination of shares, exchange of shares, dividend in kind or other
like change in capital structure or distribution (other than normal cash
dividends) to stockholders of the Company, an adjustment shall be made to each
outstanding Stock Award to reflect such change or distribution.  In the case of
Restricted Stock or Stock Bonuses, the number of shares of Class A Common Stock
shall be appropriately adjusted, and in the case of Stock Options, both the
number of underlying shares and the exercise price shall be appropriately
adjusted.  Such adjustments shall be made successively each time any such
change or distribution occurs.  In addition, in the event of any such change or
distribution, in order to prevent dilution or enlargement of participants'
rights under the Plan, the Committee shall have authority to adjust, in an
equitable manner, the number and kind of shares that may be issued under the
Plan, the number and kind of shares subject to outstanding Stock Awards, the
exercise price applicable to outstanding Stock Options, and the Fair Market
Value of the Class A Common Stock and other value determinations applicable to
outstanding Stock Awards.  Appropriate adjustments may also be made by the
Committee in the terms of any Stock Awards under the Plan to reflect such
changes or distributions and to modify any other terms of outstanding Stock
Awards on an equitable basis, including modifications of performance targets
and changes in the length of performance periods.  In addition, the Committee
is authorized to make adjustments to the terms and conditions of, and the
criteria included in, Stock Awards in recognition of unusual or nonrecurring
events affecting the Company or the financial statements of the Company, or





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in response to changes in applicable laws, regulations, or accounting
principles.  Notwithstanding the foregoing, (i) each such adjustment with
respect to an Incentive Stock Option shall comply with the rules of Section
424(a) of the Code and (ii) in no event shall any adjustment be made which
would render any Incentive Stock Option granted hereunder other than an
incentive stock option for purposes of Section 422 of the Code.

              (b)    Notwithstanding anything herein to the contrary, if there
is a Change in Control of the Company, all then outstanding Restricted Stock
shall immediately become transferable and all outstanding Stock Options shall
become immediately exercisable.  For purposes of this Section 11(b), a "Change
in Control" of the Company shall be deemed to have occurred upon any of the
following events:

                     (1)    A change in control of the direction and
                            administration of the Company's business of a
                            nature that would be required to be reported in
                            response to Item 6(e) of Schedule 14A (Rule 14a-
                            101) promulgated under the Exchange Act; or

                     (2)    During any period of two consecutive years, the
                            individuals who at the beginning of such period
                            constitute the Board or any individuals who would
                            be "Continuing Directors" (as hereinafter defined)
                            cease for any reason to constitute at least a
                            majority thereof; or

                     (3)    The Company's Class A Common Stock shall cease to
                            be publicly traded; or

                     (4)    The Board shall approve a sale of all or
                            substantially all of the assets of the Company, and
                            such transaction shall have been consummated; or

                     (5)    The Board shall approve any merger, consolidation,
                            or like business combination or reorganization of
                            the Company, the consummation of which would result
                            in the occurrence of any event described in Section
                            11(b)(2) or 11(b)(3) above, and such transaction
                            shall have been consummated.

Notwithstanding the foregoing, (i) any spin-off of a division or subsidiary of
the Company to its stockholders or (ii) any event listed in this Section
11(b)(1) through Section 11(b)(5) that the Board determines is not to be
regarded as a Change in Control of the Company, shall not





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constitute a Change in Control of the Company.  For purposes of this Section
11(b), "Continuing Directors" shall mean (x) the directors of the Company in
office on the Effective Date and (y) any successor to any such director and any
additional director who after the Effective Date was nominated or selected by a
majority of the Continuing Directors in office at the time of his or her
nomination or selection.

              (c)    The Committee may, in its sole discretion, determine that,
upon the occurrence of a Change in Control of the Company, each Stock Option
outstanding hereunder shall terminate within a specified number of days after
notice to the holder, and such holder shall receive, with respect to each share
of Class A Common Stock subject to such Stock Option, an amount equal to the
excess of the Fair Market Value of such shares of Class A Common Stock
immediately prior to the occurrence of such Change in Control over the exercise
price per share of such Stock Option; such amount to be payable in cash, in one
or more kinds of property (including the property, if any, payable in the
transaction) or in a combination thereof, as the Committee, in its discretion,
shall determine.  The provisions contained in the preceding sentence shall be
inapplicable to a Stock Option granted within six months before the occurrence
of a Change in Control if the holder of such Stock Option is subject to the
reporting requirements of Section 16(a) of the Exchange Act and no exception
from liability under Section 16(b) of the Exchange Act is otherwise available
to such holder.

       12.    NONTRANSFERABILITY

              Each Stock Award granted under the Plan to a participant shall
not be transferable otherwise than by will or the laws of descent and
distribution, and shall be exercisable, during the participant's lifetime, only
by the participant.  In the event of the death of a Participant, each Stock
Option theretofore granted to him or her shall be exercisable during such
period after his or her death as the Committee shall in its discretion set
forth in such option or right on the date of grant and then only by the
executor or administrator of the estate of the deceased participant or the
person or persons to whom the deceased participant's rights under the Stock
Option shall pass by will or the laws of descent and distribution.

       13.    OTHER PROVISIONS

              The award of any Stock Award under the Plan may also be subject
to such other provisions (whether or not applicable to the Stock Award awarded
to any other participant) as the Committee determines appropriate, including,
without limitation, for the installment purchase of Class A Common Stock under
Stock Options, to assist the participant in financing the acquisition of Class
A Common Stock, for the forfeiture of, or restrictions





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on resale or other disposition of, Class A Common Stock acquired under any form
of Stock Award, for the acceleration of exercisability or vesting of Stock
Awards in the event of a Change in Control of the Company, for the payment of
the value of Stock Awards to participants in the event of a Change in Control
of the Company, or to comply with federal and state securities laws, or
understandings or conditions as to the participant's employment in addition to
those specifically provided for under the Plan.

       14.    WITHHOLDING

              All payments or distributions of Stock Awards made pursuant to
the Plan shall be net of any amounts required to be withheld pursuant to
applicable federal, state and local tax withholding requirements.  If the
Company proposes or is required to distribute Class A Common Stock pursuant to
the Plan, it may require the recipient to remit to it or to the corporation
that employs such recipients an amount sufficient to satisfy such tax
withholding requirements prior to the delivery of any certificates for such
Class A Common Stock.  In lieu thereof, the Company or the employing
corporation shall have the right to withhold the amount of such taxes from any
other sums due or to become due from such corporation to the recipient as the
Committee shall prescribe.  The Committee may, in its discretion and subject to
such rules as it may adopt (including any as may be required to satisfy
applicable tax and/or non-tax regulatory requirements), permit an optionee or
award or right holder to pay all or a portion of the federal, state and local
withholding taxes arising in connection with any Stock Award consisting of
shares of Class A Common Stock by electing to have the Company withhold shares
of Class A Common Stock having a Fair Market Value equal to the amount of tax
to be withheld, such tax calculated at rates required by statute or regulation.

       15.    TENURE

              A participant's right, if any, to continue to serve the Company
or any of its subsidiaries as an officer, employee, or otherwise, shall not be
enlarged or otherwise affected by his or her designation as a participant under
the Plan.

       16.    UNFUNDED PLAN

              Participants shall have no right, title, or interest whatsoever
in or to any investments which the Company may make to aid it in meeting its
obligations under the Plan.  Nothing contained in the Plan, and no action taken
pursuant to its provisions, shall create or be construed to create a trust of
any kind, or a fiduciary relationship between the Company and any participant,
beneficiary, legal representative or any other person.  To the extent that





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any person acquires a right to receive payments from the Company under the
Plan, such right shall be no greater than the right of an unsecured general
creditor of the Company.  All payments to be made hereunder shall be paid from
the general funds of the Company and no special or separate fund shall be
established and no segregation of assets shall be made to assure payment of
such amounts except as expressly set forth in the Plan.  The Plan is not
intended to be subject to the Employee Retirement Income Security Act of 1974,
as amended.

       17.    NO FRACTIONAL SHARES

              No fractional shares of Class A Common Stock shall be issued or
delivered pursuant to the Plan or any Stock Award.  The Committee shall
determine whether cash, or Stock Awards, or other property shall be issued or
paid in lieu of fractional shares or whether such fractional shares or any
rights thereto shall be forfeited or otherwise eliminated.

       18.    AMENDMENT AND TERMINATION

              The terms and conditions applicable to any Stock Award granted
after the Effective Date may be amended or modified by mutual agreement between
the Company and the participant or such other persons as may then have an
interest therein.  Also, by mutual agreement between the Company and a
participant hereunder, under this Plan or under any other present or future
plan of the Company, Stock Awards may be granted to such participant in
substitution and exchange for, and in cancellation of, any Stock Awards
previously granted such participant under this Plan, or any other present or
future plan of the Company.  The Board may amend the Plan from time to time or
suspend or terminate the Plan at any time.  However, no action authorized by
this Section 18 shall reduce the amount of any existing Stock Award or change
the terms and conditions thereof without the participant's consent.  No
amendment of the Plan shall, without approval of the stockholders of the
Company, (i) materially increase the total number of shares which may be issued
under the Plan; (ii) materially increase the amount or type of Stock Awards
that may be granted under the Plan; or (iii) materially modify the requirements
as to eligibility for Stock Awards under the Plan; provided, however, that no
amendment may be made without approval of the stockholders of the Company if
the amendment shall disqualify any Incentive Stock Options granted hereunder.
In addition, the provisions of Section 9 above, regarding Nonemployee Director
formula awards, shall not be amended more than once every six months, other
than to comport with changes in the Code, the Employee Retirement Income
Security Act of 1974 or the rules thereunder.





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       19.    GOVERNING LAW

              This Plan, Stock Awards granted hereunder and actions taken in
connection herewith shall be governed and construed in accordance with the laws
of the State of Texas without reference to principles of conflict of laws.

       20.    COMPLIANCE WITH RULE 16B-3

              With respect to persons subject to Section 16 of the Exchange
Act, transactions under the Plan are intended to comply with all applicable
conditions of Rule 16b-3 (or its successors) promulgated under the Exchange
Act.  To the extent any provision of the Plan or action by the Committee fails
to comply, it shall be deemed null and void, to the extent permitted by law and
deemed advisable by the Committee.





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