Exhibit 4.10








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                       AMERICAN RADIO SYSTEMS CORPORATION
                                     Issuer


                     THE SUBSIDIARY GUARANTORS NAMED HEREIN
                                    Guarantor


                               FLEET NATIONAL BANK
                                     Trustee





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

                             Supplemental Indenture

                            Dated as of May 31, 1996

                                       to

                                    Indenture

                          Dated as of February 1, 1996

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




                                  $175,000,000


                      9% Senior Subordinated Notes due 2006


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<PAGE>






         SUPPLEMENTAL INDENTURE,  dated as of May 31, 1996, among AMERICAN RADIO
SYSTEMS CORPORATION, a corporation duly organized and existing under the laws of
the State of Delaware  (herein  called the  "Company")  and having its principal
office  at  116  Huntington  Avenue,   Boston,   Massachusetts   02116,   MARLIN
BROADCASTING,  INC., a corporation duly organized and existing under the laws of
the State of Delaware and having its principal office at 116 Huntington  Avenue,
Boston,   Massachusetts   02116  (herein   called   "Marlin"  or  a  "Restricted
Subsidiary"),  MARLIN  BROADCASTING OF MIAMI, INC., a corporation duly organized
and existing  under the laws of the State of Delaware  and having its  principal
office at 116  Huntington  Avenue,  Boston,  Massachusetts  02116 (herein called
"Marlin Miami" or a "Restricted  Subsidiary"),  FRANKLIN BROADCASTING COMPANY, a
corporation  duly organized and existing under the laws of the  Commonwealth  of
Pennsylvania and having its principal office at 116 Huntington  Avenue,  Boston,
Massachusetts 02116 (herein called "Franklin" or a "Restricted Subsidiary"), and
FLEET NATIONAL BANK (formerly  known as Fleet National Bank of  Connecticut),  a
national  banking  association duly organized and existing under the laws of the
United  States of  America,  as Trustee  (herein  called the  "Trustee")  to the
INDENTURE,  dated as of  February 1, 1996,  among the  Company,  AMERICAN  RADIO
SYSTEMS LICENSE CORP., a corporation  duly organized and existing under the laws
of the State of  Delaware  (herein  called  "License  Corp."),  and the  Trustee
(herein called the "Indenture").


                             RECITALS OF THE COMPANY

         The Company,  American License and the Trustee have heretofore executed
and  delivered the  Indenture,  pursuant to which the Company has duly issued an
aggregate of $175,000,000  principal amount of its 9% Senior  Subordinated Notes
due 2006 (herein called the "Securities").

         The Company,  directly or indirectly,  owns  beneficially and of record
100% of the Capital Stock of each of Marlin, Marlin Miami and Franklin.  Each of
the  Restricted  Subsidiaries  has derived and will derive  direct and  indirect
economic  benefit  from  the  issuance  of  the  Securities;  accordingly,  each
Restricted  Subsidiary  has duly  authorized  the execution and delivery of this
Supplemental  Indenture  to  provide  for  its  guarantee  with  respect  to the
Securities as set forth in the Indenture.

         All  things  necessary  to make  this  Supplemental  Indenture  a valid
agreement of each  Restricted  Subsidiary and the Subsidiary  Guarantees of each
Restricted  Subsidiary,  when this Supplemental Indenture is executed by it, the
valid obligations of each Restricted  Subsidiary  License in accordance with its
terms, have been done.

             NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

         For and in  consideration  of the premises and the terms and conditions
of the  Indenture,  it is  mutually  covenanted  and  agreed,  for the equal and
proportionate benefit of all Holders of the Securities, as follows:


<PAGE>

                                   ARTICLE ONE

                              Subsidiary Guarantees

         SECTION 101.  Subsidiary Guarantee.

         Each of Marlin,  Marlin Miami and  Franklin,  by the  execution of this
supplemental  Indenture,  hereby  covenants  and  agrees  to  be  and  become  a
Subsidiary  Guarantor and to be bound by all of the terms and  conditions of the
Indenture,   including  without  limitation  the  Subsidiary  Guarantee  of  the
Securities in the form set forth in Section 205 of the Indenture,  with the same
force and effect as though each had been a signatory  to the  Indenture  and had
executed and delivered its Subsidiary Guarantee endorsed on the Securities.


                                   ARTICLE TWO

                        Definitions and Other Provisions
                             of General Application

         SECTION 201.  Definitions; Incorporation of Provisions.

         Terms used herein without  definition shall have the meaning prescribed
therefor in the  Indenture.  The  provisions  of Sections 107 through 114,  both
inclusive,  are incorporated herein with the same force and effect as though set
forth hereat in their entirety.

         SECTION 202.  Indenture Provisions.

         Except as  specifically  amended by this  Supplemental  Indenture,  the
Indenture shall remain in full force and effect.



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<PAGE>



         IN WITNESS  WHEREOF,  the parties hereto have caused this  Supplemental
Indenture  to be duly  executed,  and  their  respective  corporate  seals to be
hereunto affixed and attested, all as of the day and year first above written.


                                            AMERICAN RADIO SYSTEMS CORPORATION


                                            By___________________________
                                               Name:
                                               Title:
Attest:


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


                                            MARLIN BROADCASTING, INC.


                                            By___________________________
                                               Name:
                                               Title:
Attest:


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


                                            MARLIN BROADCASTING OF MIAMI, INC.


                                            By___________________________
                                               Name:
                                               Title:
Attest:


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






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<PAGE>



                                            FRANKLIN BROADCASTING COMPANY


                                            By___________________________
                                               Name:
                                               Title:
Attest:


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



                                            FLEET NATIONAL BANK, as Trustee


                                            By____________________________
                                               Name:
                                               Title:
Attest:


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





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<PAGE>



COMMONWEALTH OF MASSACHUSETTS )   ss.:
COUNTY OF SUFFOLK )

         On the 31st day of May, 1996,  before me personally came , to me known,
who,  being by me duly sworn,  did depose and say that he is of  AMERICAN  RADIO
SYSTEMS CORPORATION, one of the corporations described in and which executed the
foregoing instrument; that he knows the seal of said corporation;  that the seal
affixed to said  instrument is such  corporate  seal;  that it was so affixed by
authority of the Board of Directors of said corporation,  and that he signed his
name thereto by like authority.

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


COMMONWEALTH OF MASSACHUSETTS )   ss.:
COUNTY OF SUFFOLK )

         On the 31st day of May, 1996,  before me personally came , to me known,
who,  being  by me  duly  sworn,  did  depose  and  say  that  he  is of  MARLIN
BROADCASTING,  INC., one of the corporations described in and which executed the
foregoing instrument; that he knows the seal of said corporation;  that the seal
affixed to said  instrument is such  corporate  seal;  that it was so affixed by
authority of the Board of Directors of said corporation,  and that he signed his
name thereto by like authority.

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


COMMONWEALTH OF MASSACHUSETTS )   ss.:
COUNTY OF SUFFOLK )

         On the 31st day of May, 1996,  before me personally came , to me known,
who,  being  by me  duly  sworn,  did  depose  and  say  that  he  is of  MARLIN
BROADCASTING  OF MIAMI,  INC,,  one of the  corporations  described in and which
executed the foregoing  instrument;  that he knows the seal of said corporation;
that the seal affixed to said  instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation,  and that he
signed his name thereto by like authority.

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


COMMONWEALTH OF MASSACHUSETTS )   ss.:
COUNTY OF SUFFOLK )

         On the 31st day of May, 1996,  before me personally came , to me known,
who,  being  by me  duly  sworn,  did  depose  and say  that  he is of  FRANKLIN
BROADCASTING  COMPANY,  one of the corporations  described in and which executed
the foregoing instrument;  that he knows the seal of said corporation;  that the
seal affixed to said  instrument is such corporate  seal; that it was so affixed
by authority of the Board of Directors of said  corporation,  and that he signed
his name thereto by like authority.

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


                                       -5-

<PAGE>



STATE OF CONNECTICUT )   ss.:
COUNTY OF HARTFORD   )


         On the 31st day of May, 1996,  before me personally came , to me known,
who,  being by me duly sworn,  did depose and say that he is a Vice President of
Fleet National Bank of  Connecticut,  one of the  corporations  described in and
which  executed  the  foregoing  instrument;  that  he  knows  the  seal of said
corporation;  that the seal affixed to said  instrument is such corporate  seal;
that  it was so  affixed  by  authority  of  the  Board  of  Directors  of  said
corporation, and that he signed his name thereto by like authority.



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