Exhibit 4.8


                           AMENDMENT NO. 2 AND CONSENT
                                    UNDER THE
                                    AGREEMENT



         AMENDMENT  NO. 2 AND CONSENT (this  "Amendment"),  dated as of June 19,
1996,  under the Credit  Agreement,  dated as of December 19, 1995, by and among
American Radio Systems Corporation, a Delaware corporation (the "Borrower"), The
Bank of New York,  as agent (the  "Agent"),  Bank of Montreal,  Banque  Paribas,
Chemical  Bank,  CIBC Inc.,  Fleet National Bank and Toronto  Dominion  (Texas),
Inc.,  as  co-agents  (collectively,  the  "Co-Agents"),  and each Lender  party
thereto (collectively,  the "Lenders"),  as amended by Amendment No. 1, dated as
of February 1, 1996 (as amended, the "Agreement"). Capitalized terms used herein
which are  defined  in the  Agreement  shall have the same  meanings  as therein
defined unless otherwise defined herein.

                                    RECITALS

                  The Borrower has  requested  that the  Agreement be amended to
permit the issuance of certain convertible  exchangeable  preferred Stock of the
Borrower and to modify  certain  covenants in the Agreement as  hereinafter  set
forth.

                  Accordingly, in consideration of the covenants, conditions and
agreements hereinafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are hereby  acknowledged,  the parties  hereto
hereby agree as follows:


                  1.       Section  1.1 of the Agreement is amended to add the
following new definitions:

                  "1996 Convertible  Exchangeable Preferred Stock Issuance": the
                  issuance of convertible  exchangeable  preferred  Stock of the
                  Borrower having a total  liquidation value (including any such
                  Stock  sold  pursuant  to  the  over-allotment  option  of the
                  initial purchasers) not exceeding  $165,000,000,  as described
                  in the Confidential  Preliminary Offering Circular, dated June
                  7, 1996.

                  "Exchange  Subordinated  Indenture":  in  the event that
                  the Borrower elects to exchange shares of  the preferred
                  Stock issued in connection with the 1996 Convertible


<PAGE>



                  Exchangeable    Preferred    Stock   Issuance   for   Exchange
                  Subordinated   Indenture  Notes,  the  indenture  between  the
                  Borrower and the applicable  trustee  relating  thereto,  such
                  indenture to contain  subordination  terms with respect to the
                  Loan  Documents  at least as  favorable  to the  Agent and the
                  Required  Lenders,  the  Co-Agents  and the  Lenders  as those
                  contained in the Subordinated  Indenture and to be in form and
                  substance  reasonably  satisfactory  to the Agent, as the same
                  may be amended,  supplemented or otherwise  modified from time
                  to time in accordance with section 8.20.

                  "Exchange  Subordinated  Indenture  Notes":  the  subordinated
                  notes, issued pursuant to the Exchange Subordinated Indenture,
                  such  subordinated  notes  to  be  subordinated  to  the  Loan
                  Documents  at  least to the same  extent  as the  Subordinated
                  Indenture  Notes  and to be in form and  substance  reasonably
                  satisfactory  to the Agent and the  Required  Lenders,  as the
                  same may be amended,  supplemented or otherwise  modified from
                  time to time in accordance with section 8.20.

                  "Exchange   Guaranty":   guaranties,   or  more   Subordinated
                  Indenture  Subsidiary  the  subordinated  guaranty  or if any,
                  executed and delivered by one of the  Restricted  Subsidiaries
                  in with the Exchange Subordinated  connection Indenture,  each
                  such  subordinated  guaranty  to be  subordinated  to the Loan
                  Documents  at  least to the same  extent  as the  Subordinated
                  Indenture  Subsidiary Guaranty and to be in form and substance
                  reasonably satisfactory to the Agent and the Required Lenders,
                  as the same may be amended, supplemented or otherwise modified
                  from time to time in accordance with section 8.20.

                  2.       The definition of "Consolidated Annual Operating
Cash  Flow" as defined  in  Section 1.1 of the Agreement is amended
to delete the following:

                  provided that (i) the aggregate amount of WPBZ Cash Flow, WTIC
                  Cash Flow and Additional Cash Flow (if any) (collectively, the
                  ("Acquired  Station Cash Flow") which is added to Consolidated
                  Annual Operating Cash Flow pursuant to this sentence shall not
                  exceed an aggregate amount equal to (1) for the period through
                  June 30, 1996, 100% of the Acquired Station Cash Flow, (2) for
                  the period from July 1, 1996 through  September 30, 1996,  75%
                  of the  Acquired  Station  Cash Flow,  (3) for the period from
                  October 1, 1996 through December 31, 1996, 50% of the Acquired
                  Station  Cash  Flow  and (4)  thereafter,  0% of the  Acquired
                  Station Cash Flow, (ii)

                                      - 2 -

<PAGE>



                  the  aggregate  amount of Acquired  Station Cash Flow which is
                  added to Consolidated  Annual  Operating Cash Flow pursuant to
                  this  sentence  prior to July 1, 1996  shall not exceed 20% of
                  the aggregate  amount of  Consolidated  Annual  Operating Cash
                  Flow after  giving  effect to the  addition  of such  Acquired
                  Station  Cash Flow and  (iii)  each of the Palm  Beach  (WPBZ)
                  Documents,  the Hartford  (WTIC)  Documents  and the documents
                  evidencing any arrangement contemplated by paragraph (c) above
                  shall be in full force and effect and no default  shall  exist
                  thereunder

and to replace it with the following:

                  provided that (i) the aggregate amount of WPBZ Cash Flow, WTIC
                  Cash Flow and Additional Cash Flow (if any) (collectively, the
                  "Acquired  Station Cash Flow") which is added to  Consolidated
                  Annual Operating Cash Flow pursuant to this sentence shall not
                  exceed an aggregate amount equal to (1) for the period through
                  December 31, 1996, 100% of the Acquired  Station Cash Flow and
                  (2) thereafter, 0% of the Acquired Station Cash Flow, (ii) the
                  aggregate  amount of Acquired Station Cash Flow which is added
                  to  Consolidated  Annual  Operating Cash Flow pursuant to this
                  sentence  prior to January 1, 1997 shall not exceed 20% of the
                  aggregate  amount of Consolidated  Annual  Operating Cash Flow
                  after giving effect to the addition of such  Acquired  Station
                  Cash Flow and (iii) each of the Palm Beach  (WPBZ)  Documents,
                  the Hartford (WTIC) Documents and the documents evidencing any
                  arrangement  contemplated  by paragraph  (c) above shall be in
                  full force and effect and no default shall exist thereunder.

                  3.       The definition of "Fixed Charges" as  set  forth in
section  1.1  of  the  Agreement  is amended to amend and restate
clause (d) to read as follows:

                  (d)  Restricted  Payments  made  in  cash  pursuant  to and in
                  accordance   with  sections   8.4(b)  and  8.4(e)   (excluding
                  Restricted  Payments  made with funds  received from the Tower
                  Subsidiary).

                  4.       The definition of "Senior Debt" as set forth in
section 1.1 of the Agreement is amended and restated  in  its
entirety to read as follows:

                  "Senior  Borrower" the aggregate  Indebtedness of the Borrower
                  and its Restricted  Subsidiaries  (other than the Indebtedness
                  evidenced   by   the   Subordinated   Indenture   Notes,   the
                  Subordinated Indenture Subsidiary Guaranty,

                                      - 3 -

<PAGE>



                  the Exchange  Subordinated  Indenture  Notes, and the Exchange
                  Subordinated  Indenture Subsidiary Guaranty) on a Consolidated
                  basis, determined in accordance with GAAP.

                  5.       Section 8.1 of the Agreement is amended to amend and
restate clauses (v) and (vi) thereof in their entirety to read as
follows:

                  (v)  Indebtedness  of  the  Borrower   evidenced  by  (a)  the
                  Subordinated Indenture Notes and (b) the Exchange Subordinated
                  Indenture  Notes,  provided  that,  in the case of this clause
                  (b),  immediately  before  and  after  giving  effect  to  the
                  incurrence thereof no Default or Event of Default shall exist;
                  (vi) Indebtedness of the Restricted  Subsidiaries evidenced by
                  the  Subordinated   Indenture   Subsidiary  Guaranty  and  the
                  Exchange Subordinated Indenture Subsidiary Guaranty.

                  6. The Lenders  hereby  consent to the  nonapplication  of the
finality  requirement with respect to the FCC order as set forth in clause (iii)
of the second  sentence of section  8.3(b) of the Agreement with respect to each
of the following acquisitions,  provided that in each case, immediately prior to
the closing of such  acquisition,  the applicable  FCC order  consenting to such
acquisition  has not been reversed,  stayed,  enjoined,  set aside,  annulled or
suspended  and no  request  with  respect  to such FCC order has been  filed for
administrative or judicial review, reconsideration, appeal or stay:

                  (i)  KJMZ(FM), Las Vegas, Nevada, and the related assets
                  and other property associated therewith,

                  (ii)  KSTE(AM), Rancho Cordova, California, and  the
                  related assets and other property associated therewith,

                  (iii)  WSJZ(FM), Buffalo, New York, and the  related
                  assets and other property associated therewith, and

                  (iv) KVEG(AM),  Las Vegas,  Nevada, and the related assets and
                  other property associated therewith.

                  7. Section 8.4 of the  Agreement is amended to delete the word
"and"  immediately  before  paragraph  (d)  therein  and  to add  the  following
immediately preceding the period at the end of such section:

                  ; and

                  (e) the  Borrower  may declare and pay cash  dividends  on the
                  preferred  Stock  issued  pursuant  to  the  1996  Convertible
                  Exchangeable   Preferred   Stock   Issuance,   provided  that,
                  immediately before and after giving

                                      - 4 -

<PAGE>



                  effect  thereto,  no  Default  or  Event of Default shall
                  exist.

                  8.       Section 8.5(g) of the Agreement is  amended  and
restated in its entirety to read as follows:

                  (g)  Investments  by the  Borrower in loans,  in an  aggregate
                  outstanding principal amount (excluding accrued interest which
                  has been added to principal) not in excess of $75,000,000,  to
                  entities to finance the  acquisition of  broadcasting  related
                  businesses  which  the  Borrower  is  obligated  to, or has an
                  option  to,  acquire  from  such  entities   (similar  to  the
                  arrangements  entered  into by the  Borrower  with Ten  Eighty
                  Corporation or Palm Beach  Broadcasting)  (including,  without
                  limitation,  Investments by the Borrower in the WPBZ Loan, the
                  loan  evidenced by the Hartford  (WTIC) Notes and the Hartford
                  $8,500,000  Loan),  provided  that  (i) the  acquisitions  are
                  permitted pursuant to section 8.3 (subject, if applicable,  to
                  the  last  paragraph  of  section  8.3)  and  (ii)  all  notes
                  evidencing such loans,  together with all collateral  security
                  and related agreements delivered to the Borrower in connection
                  therewith  (excluding  the  Hartford  $8,500,000  Notes),  are
                  pledged to the Agent under and in accordance with the Borrower
                  Security Agreement.

                  9. The Lenders hereby consent that,  notwithstanding  anything
to the contrary  contained  in section 8.7 of the  Agreement or elsewhere in the
Agreement,  the  Borrower  may  transfer  all of its rights and  obligations  to
acquire WVOR(FM),  WPXY(FM),  WHAM(AM) and WHTK(AM), all serving Rochester,  New
York, to Palm Beach Broadcasting.

                  10.  Section 8.8 of the  Agreement is amended to delete clause
(2) therein in its entirety and to renumber  clauses  "(3)" and "(4)" therein as
clauses "(2)" and "(3)", respectively.

                  11.  Section  8.10 of the  Agreement  is amended to delete the
amount  "$4,000,000"  set forth in clause (a) therein and to replace it with the
amount  "$8,000,000",  and to delete the amount  "3,000,000" set forth in clause
(a) therein and to replace it with the amount "$5,000,000".

                  12.      Section 8.12 of the  Agreement  is  amended  to
amend  and  restate  clause  (iii) in its entirety to read as
follows:

                  (iii)  the prepayment of the Subordinated  Indenture
                  Notes   and  the  Exchange  Subordinated  Indenture

                                      - 5 -

<PAGE>



                  Notes,  in either case to the extent  permitted  under section
                  8.20.

                  13.      Section  8.16  of  the Agreement is amended to amend
and restate clause (iii) thereof  in  its  entirety  to read as
follows:

                  (iii)  executing,  delivering and  performing its  obligations
                  under the  Subsidiary  Guaranty,  the  Subordinated  Indenture
                  Subsidiary  Guaranty and the Exchange  Subordinated  Indenture
                  Subsidiary Guaranty.

                  14.      Section 8.19 of the Agreement is amended and
restated in its entirety to read as follows:

                  8.19 Stock Issuance.

                           Issue any additional  shares of Stock,  or permit any
                  of its  Restricted  Subsidiaries  so to  do,  except  (i)  the
                  Borrower   may  issue  shares  of  its  common  Stock  or  Non
                  Redeemable  Preferred  Stock,  (ii) the Tower  Subsidiary  may
                  issue  shares  of its  Stock to the  Borrower  and  (iii)  the
                  Borrower may issue shares of its preferred  Stock  pursuant to
                  the 1996  Convertible  Exchangeable  Preferred Stock Issuance;
                  provided that in each case immediately before and after giving
                  effect thereto no Default or Event of Default shall exist,  or
                  if a Default or Event of Default  shall  exist,  the  Borrower
                  shall  prepay the Loans in an amount equal to the net proceeds
                  received by the Borrower in  connection  with such issuance of
                  Stock by the Borrower immediately upon its receipt thereof.

                  15.      Section 8.20 of the Agreement is amended and
restated in its entirety to read as follows:

                  8.20  Subordinated Indebtedness.

                  Enter into or agree to any amendment,  modification  or waiver
                  of any term or condition of the  Subordinated  Indenture,  the
                  Subordinated   Indenture  Notes,  the  Subordinated  Indenture
                  Subsidiary Guaranty, the Exchange Subordinated Indenture,  the
                  Exchange   Subordinated   Indenture   Notes  or  the  Exchange
                  Subordinated   Indenture  Subsidiary  Guaranty,  or  purchase,
                  redeem or make any payment with respect to Indebtedness  under
                  the Subordinated  Indenture Notes, the Subordinated  Indenture
                  Subsidiary Guaranty, the Exchange Subordinated Indenture Notes
                  or the Exchange Subordinated Indenture Subsidiary Guaranty, or
                  permit any of its Restricted Subsidiaries so to do, except for
                  required payments to the extent expressly permitted

                                      - 6 -

<PAGE>



                  pursuant to the  subordination  terms set forth  therein,  and
                  except as permitted under section 8.1(viii).

                  16.  This  Amendment  shall  become  effective  as of the date
hereof upon receipt by the Agent of this Amendment executed by a duly authorized
officer or officers of the Borrower, the Agent and the Required Lenders.

                  17.      In all other respects  the  Agreement  and  the ..
Documents shall remain in full force and effect.

                  18. In order to induce the Agent to execute this Amendment and
the  Co-Agent  and the  Lenders  to consent  thereto,  the  Borrower  hereby (a)
certifies that all representations and warranties contained in the Agreement are
true and correct in all  respects as of the date  hereof,  (b)  certifies  that,
immediately  before and after  giving  effect to this  Amendment,  no Default or
Event  of  Default  exists  under  the  Agreement,  and  (c)  agrees  to pay the
reasonable fees and disbursements of counsel to the Agent incurred in connection
with the preparation, negotiation and closing of this Amendment.

                  19. The Borrower hereby (a) reaffirms and admits the validity,
enforceability  and  continuation  of all the  Loan  Documents  to which it is a
party, and its obligations thereunder,  and (b) agrees and admits that it has no
valid defenses to or offsets  against any of its  obligations to the Agent,  the
Co-Agents or the Lenders under the Loan Documents to which it is a party.

                  20.  This   Amendment   may  be  executed  in  any  number  of
counterparts,  each  of  which  shall  be an  original  and all of  which  shall
constitute  one  agreement.  It shall not be  necessary  in making proof of this
Amendment  to  produce or account  for more than one  counterpart  signed by the
party to be charged.

                  21. This Amendment is being delivered in and is intended to be
performed in the State of New York and shall be  construed  and  enforceable  in
accordance  with, and be governed by, the internal laws of the State of New York
without regard to principles of conflict of laws.

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

                                          THE BANK OF NEW YORK, individually  
                                          and as Agent
                                         
                                         
                                         
                                          By:________________________________
                                          Title:_____________________________
                     

                                      - 7 -

<PAGE>





                                          AMERICAN RADIO SYSTEMS CORPORATION  
                                           
                                           
                                           
                                           
                                          By:________________________________
                                          Title:_____________________________


AGREED:


BANK OF MONTREAL



By:______________________________
Name:____________________________
Title:___________________________


BANQUE PARIBAS



By:______________________________
Name:____________________________
Title:___________________________



By:______________________________
Name:____________________________
Title:___________________________


CHEMICAL BANK



By:______________________________
Name:____________________________
Title:___________________________


CIBC INC.



By:______________________________

                                      - 8 -

<PAGE>



Name:____________________________
Title:___________________________


FLEET NATIONAL BANK



By:______________________________
Name:____________________________
Title:___________________________




By:______________________________
Name:____________________________
Title:___________________________


TORONTO DOMINION (TEXAS), INC.



By:______________________________
Name:____________________________
Title:___________________________


UNION BANK



By:______________________________
Name:____________________________
Title:___________________________


FIRST UNION NATIONAL BANK OF NORTH
CAROLINA



By:______________________________
Name:____________________________
Title:___________________________


BANQUE NATIONALE DE PARIS




                                      - 9 -

<PAGE>


By:______________________________
Name:____________________________
Title:___________________________


NATIONSBANK OF TEXAS, N.A.



By:______________________________
Name:____________________________
Title:___________________________


LTCB TRUST COMPANY




By:______________________________
Name:____________________________
Title:___________________________


THE SUMITOMO BANK, LIMITED



By:______________________________
Name:____________________________
Title:___________________________



By:______________________________
Name:____________________________
Title:___________________________



                                     - 10 -

<PAGE>