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                                                                 EXHIBIT 10.31.2



                                FIRST AMENDMENT
                                   TO WARRANT
                               DATED JULY 5, 1998

                        ENTITLING D. GEOFFREY ARMSTRONG
               TO PURCHASE 200,000 SHARES OF CLASS A COMMON STOCK

         THIS FIRST AMENDMENT (the "First Amendment") to the Warrant dated July
5, 1998 (the "Warrant"), entitling D. Geoffrey Armstrong (the "Initial
Holder"), or registered assigns, to purchase 200,000 shares of Class A Common
Stock, par value $.01 per share, of Capstar Broadcasting Corporation, a
Delaware corporation (the "Company"), is entered into effective as of August
26, 1998, by and between the Company and the Initial Holder.

                                   RECITALS:

         WHEREAS, the Initial Holder is the holder of the Warrant as of the
date hereof;

         WHEREAS, in contemplation of the consummation of the merger (the
"Merger") of Chancellor Media Corporation with and into CBC Acquisition
Company, Inc., a Delaware corporation and wholly-owned subsidiary of the
Company, the parties hereto desire to amend the terms and provisions of the
Warrant as hereinafter set forth;

         WHEREAS, the Merger shall become effective upon the filing of a
certificate of merger in connection with the Merger with the Secretary of State
of the State of Delaware, or at such later time specified in such certificate
of merger (the "Effective Time"); and

         WHEREAS, any capitalized term used herein, and not otherwise defined
herein, shall have the meaning set forth in the Warrant.


                                  AGREEMENTS:

         NOW, THEREFORE, in consideration of the foregoing and the agreements
herein contained, the parties hereto covenant and agree as follows:

         1. Notwithstanding the terms of the Warrant, (a) the Initial Holder's
employment shall be deemed terminated by the Initial Holder for Good Reason,
without a Board Determination, effective as of the close of business on the
date of the Effective Time, (b) the Company waives any and all notice
requirements by the Initial Holder relating to his deemed termination of
employment for Good Reason, including, but not limited to, the Initial Holder's
notice obligation pursuant to Section 3(c) of the Employment Agreement, (c) the
Company shall have no right or opportunity to remedy the facts and
circumstances constituting Good Reason for the Initial Holder's deemed
termination of employment provided hereby, (d) the Initial Holder's Date of
Termination shall be the date of the Effective Time, (e) the Warrant Shares
shall become Vested Warrant Shares on the Date of Termination, and (f) the
Vested Warrant Shares shall be exercisable with respect to all or any part of
the Vested Warrant Shares until the earlier to occur of (i) 5:00 p.m., Dallas,
Texas time, on May 31, 2003, or (ii) a Sale of the Company.

         2. Effective as of the Effective Time, Section 3.3 of the Warrant
shall be amended (a) by deleting Section 3.3(b) and the second and third
sentences of Section 3.3 in their entirety and (b) by adding the following
sentence at the end of Section 3.3:




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         The Company shall give the Holder reasonable prior notice of the
         consummation of a Sale of the Company.

         3. Except as herein specifically amended or supplemented, the Warrant
shall continue in full force and effect in accordance with its terms.

         4. This First Amendment may be executed and delivered (including by
facsimile transmission) in one or more counterparts, all of which shall be
considered one and the same agreement and shall become effective when one or
more counterparts have been signed by each of the parties and delivered to the
other parties, it being understood that all parties need not sign the same
counterpart.

         IN WITNESS WHEREOF, the parties hereto have duly executed this First
Amendment effective as of the date first written above.

                                       COMPANY:

                                       CAPSTAR BROADCASTING CORPORATION


                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------

                                       INITIAL HOLDER:



                                       -----------------------------------------
                                       D. Geoffrey Armstrong