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                                                                   EXHIBIT 10.31

                                 FIFTH AMENDMENT
                                       TO
                                CREDIT AGREEMENT


         THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Fifth Amendment") is
dated as of the 22nd day of March, 1999 and entered into among METRO NETWORKS,
INC., a Delaware corporation (the "Borrower"), the Lenders party hereto, and
BANK OF AMERICA, a national banking association, individually and as
Administrative Lender (successor in interest to NationsBank of Texas, N.A., in
such latter capacity, the "Administrative Lender").

                                   WITNESSETH:

         WHEREAS, the Borrower, the Lenders, and the Administrative Lender
entered into a Credit Agreement, dated as of October 22, 1996, for a loan
facility in the amount of $30,000,000 (as amended, restated, waived or otherwise
modified from time to time, including without limitation, the First Amendment
dated September 30, 1997, between the Borrower, the Lenders party thereto, and
the Administrative Lender, the Second Amendment dated December 31, 1997 between
the Borrower, the Lenders party thereto and the Administrative Lender, the Third
Amendment dated January 1, 1998 between the Borrower, the Lenders party thereto
and the Administrative Lender, and the Fourth Amendment dated July 1, 1998
between the Borrower, the Lenders party thereto and the Administrative Lender,
the "Credit Agreement"); and

         WHEREAS, the Lenders, the Administrative Lender, and the Borrower have
agreed to amend the Credit Agreement to make certain changes to the terms
therein upon the terms and conditions set forth below;

         NOW, THEREFORE, for valuable consideration hereby acknowledged, the
Borrower, the Lenders and the Administrative Lender agree as follows:

         SECTION 1.        Definitions. The definition of "Fixed Charges" shall
be amended and restated in its entirety as follows:

         "Fixed Charges" shall mean, for the Borrower and the Subsidiaries on a
combined basis determined in accordance with GAAP, for the four most recently
ended fiscal quarters preceding any date of determination, an amount equal to
the sum of (a) all payments of principal, interest, fees and other amounts paid
on all Indebtedness, plus (b) all payments under Capitalized Leases, plus (c)
all Capital Expenditures(other than Capital Expenditures incurred in connection
with an Acquisition which is permitted pursuant to the terms hereof), plus (d)
cash expenditures for the payment of taxes. For purpose of calculation of Fixed
Charges with respect to any Subsidiary not owned at all times during the four
fiscal quarters preceding the date of determination of Fixed Charges there shall
be (i) included in Fixed Charges the Fixed Charges of any Subsidiary acquired
during any of such four fiscal quarters for the twelve month period preceding
the date of determination and (ii) excluded from Fixed Charges the Fixed Charges
of any Subsidiary disposed of during any of such four fiscal quarters for the
twelve month period preceding the date of determination.


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         SECTION 2.        Amendment to Section 7.6 of the Credit Agreement. 
Section 7.6 is hereby amended to read in its entirety as follows:

                  The Borrower shall not, and shall not permit any Subsidiary to
                  make single Acquisitions, except for Acquisitions the
                  Acquisition Consideration for which does not exceed
                  $50,000,000, and so long as in any fiscal year the aggregate
                  Acquisition Consideration paid by the Borrower and the
                  Subsidiaries for all Acquisitions during such fiscal year does
                  not exceed $100,000,000, if (A) for single Acquisitions which
                  exceed $5,000,000 each Lender receives not later than 30 days
                  immediately following the closing of the Acquisitions
                  financial projections in form and substance acceptable to the
                  Lenders and a Compliance Certificate in the form required by
                  Section 6.3 hereof demonstrating compliance with (i) the
                  covenants described in Section 6.3(a) hereof and (ii) the
                  required repayments as a result of the reductions in the
                  Commitment set forth in Section 2.6(c) hereof, each both
                  before and after giving effect to such acquisition and for the
                  period beginning on such date of acquisition and ending on the
                  Maturity Date, (B) no Default or Event of Default shall exist
                  prior to or after such Acquisition, (C) the Person who is, or
                  whose assets are being, acquired is engaged in businesses
                  similar to the Borrower's Business, and (D) the Subsidiary
                  being acquired becomes party to a Subsidiary Guaranty.

         SECTION 3.        Addition of Section 7.19 of the Credit Agreement. 
Section 7.19 is hereby added and shall read in its entirety as follows:

                  Section 7.19. Washington News Networks, Inc. Notwithstanding
                  anything contained in this Agreement to the contrary, the
                  Borrower and its Subsidiaries shall not be entitled to
                  distribute proceeds of Advances or make any Dividends to
                  Washington News Networks, Inc. ("WNN") in excess of $5,000,000
                  in the aggregate throughout the term of this Agreement. In
                  addition, WNN shall be excluded from the determination of
                  compliance with the financial covenants contained in Article
                  VII of the Credit Agreement.

         SECTION 3.        Affirmation. The Borrower hereby acknowledges and 
agrees that nothing in this Fifth Amendment shall affect the Borrower's
obligations under the Credit Agreement or the other Loan Documents executed in
connection therewith (except as specifically provided in this Fifth Amendment),
which remain valid, binding and enforceable, and except as amended hereby,
unamended, or shall constitute a waiver by the Lenders of any of their rights or
remedies, now or at any time in the future, with respect to any requirement
under the Credit Agreement or the other Loan Documents or with respect to an
Event of Default or Default, occurring now or at any time in the future.

         SECTION 4.        Conditions Precedent. This Fifth Amendment shall not
be effective until:

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                  (a)      all proceedings of the Borrower taken in connection
         with this Fifth Amendment and the transactions contemplated hereby 
         shall be satisfactory in form and substance to the Administrative 
         Lender and Lenders signatory hereto; and

                  (b)      the Administrative Lender and Lenders shall have each
         received such documents, instruments, and certificates, etc., each in
         form and substance satisfactory to the Lenders, as the Lenders shall
         deem necessary or appropriate in connection with this Fifth Amendment
         and the transactions contemplated hereby.

         SECTION 5.        Representations and Warranties. The Borrower 
represents and warrants to the Lenders and the Administrative Lender that (a)
the Borrower has the corporate power and has taken all necessary corporate
action, to authorize it to enter into and deliver this Fifth Amendment and all
related documentation, (b) this Fifth Amendment constitutes its legal, valid,
and binding obligations, enforceable in accordance with the terms hereof
(subject as to enforcement of remedies to any applicable bankruptcy,
reorganization, moratorium, or other laws or principles of equity affecting the
enforcement of creditors' rights generally), (c) there exists no Event of
Default or Default under the Credit Agreement after giving effect to this Fifth
Amendment, (d) its representations and warranties set forth in the Credit
Agreement and other Loan Documents are true and correct on the date hereof after
giving effect to this Fifth Amendment, (e) it has complied with all agreements
and conditions to be complied with by it under the Credit Agreement and the
other Loan Documents by the date hereof, (f) the Credit Agreement, as amended
hereby, and the other Loan Documents, including without limitation the
Subsidiary Guaranties but excluding the Security Agreements and the Pledge
Agreements, remain in full force and effect, and (g) no notice to, or consent
of, any Person is required under the terms of any agreement of the Borrower in
connection with the execution of this Fifth Amendment and the transactions
contemplated hereby, except such notices that have been given or consents that
have been obtained.

         SECTION 6.        Further Assurances. The Borrower shall execute and 
deliver such further agreements, documents, instruments, and certificates in
form and substance satisfactory to the Administrative Lender, as the
Administrative Lender or any Lender may deem reasonably necessary or appropriate
in connection with this Fifth Amendment. Lenders hereby release their Liens
securing the Obligations and Lenders hereby give the Administrative Lender the
authority to execute all documents necessary to effect such release. The
Guaranty executed by Washington News Networks, Inc. ("WNN"), the Borrower
Security Agreements, the Subsidiary Security Agreements, the Subsidiary Pledge
Agreements, and the Borrower Pledge Agreement are hereby null and void.
Notwithstanding anything contained herein to the contrary, all other Guaranties
securing the Obligations shall remain in full force and effect.

         SECTION 7.        Counterparts. This Fifth Amendment and the other Loan
Documents may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument. In making proof of any
such agreement, it shall not be necessary to produce or account for any
counterpart other than one signed by the party against which enforcement is
sought.


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         SECTION 8.        GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN 
DOCUMENTS SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF TEXAS; PROVIDED, HOWEVER, THAT PURSUANT TO ARTICLE 5069-15.10(B), TITLE
79, REVISED CIVIL STATUTES OF TEXAS, 1925, AS AMENDED, IT IS AGREED THAT THE
PROVISIONS OF CHAPTER 15, TITLE 79, REVISED CIVIL STATUTES OF TEXAS, 1925, AS
AMENDED, SHALL NOT APPLY TO THE ADVANCES, THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS. WITHOUT EXCLUDING ANY OTHER JURISDICTION, THE BORROWER AGREES THAT
THE STATE AND FEDERAL COURTS OF TEXAS LOCATED IN DALLAS, TEXAS SHALL HAVE
JURISDICTION OVER PROCEEDINGS IN CONNECTION WITH THIS FIFTH AMENDMENT AND THE
OTHER LOAN DOCUMENTS.

         SECTION 9.        WAIVER OF JURY TRIAL. EACH OF THE BORROWER, THE
ADMINISTRATIVE LENDER AND THE LENDERS HEREBY KNOWINGLY VOLUNTARILY, IRREVOCABLY
AND INTENTIONALLY WAIVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL RIGHT TO
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM ARISING OUT OF OR RELATED TO
ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY. THIS
PROVISION IS A MATERIAL INDUCEMENT TO EACH LENDER ENTERING INTO THIS FIFTH
AMENDMENT AND MAKING ANY ADVANCES HEREUNDER.

         SECTION 10.       ENTIRE AGREEMENT.  THIS FIFTH AMENDMENT TOGETHER
WITH THE OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.



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         IN WITNESS WHEREOF, this Fifth Amendment to Credit Agreement is
executed as of the date first set forth above.


BORROWER:                                   METRO NETWORKS, INC.


                                            /s/ TIMOTHY D. MCMILLIN
                                            -----------------------------------
                                            By:      Timothy D. McMillin
                                            Its:     Senior Vice President


ADMINISTRATIVE LENDER:                      BANK OF AMERICA,
                                            as Administrative Lender
                                            (successor in interest to 
                                            NationsBank of Texas, N.A.)

                                            /s/ MATTHEW J. KOENIG
                                            -----------------------------------
                                            By: Matthew J. Koenig
                                               --------------------------------
                                            Its: Vice President
                                                -------------------------------


LENDERS:                                    BANK OF AMERICA, as a Lender
                                            (successor in interest to 
                                            NationsBank of Texas, N.A.)


                                            /s/ MATTHEW J. KOENIG
                                            -----------------------------------
                                            By: Matthew J. Koenig
                                               --------------------------------
                                            Its: Vice President
                                                -------------------------------


                                            THE BANK OF NOVA SCOTIA, as a Lender



                                            /s/ PAUL A. WEISSENBERGER
                                            -----------------------------------
                                            By: P. A. Weissenberger
                                               --------------------------------
                                            Its: 
                                                -------------------------------


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The undersigned Guarantors hereby acknowledge and agree to the terms of this
Fifth Amendment and confirm that their Guaranties remain in full force and
effect and valid, binding and enforceable.



                                            METRO NETWORKS SERVICES, INC.


                                            /s/ TIMOTHY D. MCMILLIN
                                            -----------------------------------
                                            By: Timothy D. McMillin
                                            Its: Senior Vice President

                                            METRO NETWORKS COMMUNICATIONS,
                                            LIMITED PARTNERSHIP

                                            BY:      METRO NETWORKS
                                                     COMMUNICATIONS,  INC.
                                                         a Maryland corporation

                                                     By: TIMOTHY D. MCMILLIN
                                                        -----------------------
                                                     Its: Senior Vice President


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