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                                                                   EXHIBIT 10.27


                               SECOND AMENDMENT
                                      TO
                               CREDIT AGREEMENT


     THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Second Amendment") is 
dated as of the 31st day of December, 1997 and entered into among METRO 
NETWORKS, INC., a Delaware corporation (the "Borrower"), the Lenders party 
thereto, and NATIONSBANK OF TEXAS, N.A., a national banking association, 
individually and as Administrative Lender (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 "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.  Unless specifically defined or redefined below, 
capitalized terms used herein shall have the meanings ascribed thereto in the 
Credit Agreement.

     SECTION 2. Amendment to Section 7.3(h) of the Credit Agreement.  Section 
7.3(h) of the Credit Agreement shall be deleted in its entirety and the 
following Section 7.3(h) shall be substituted in its stead:

           (h) Other Investments primarily related to the Borrower's Business
     not to exceed $722,000 in aggregate purchase price amount, provided that no
     Default exists prior to or giving effect to the purchase of any such
     Investment.


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     SECTION 3. Amendment to Section 7.6(a) of the Credit Agreement.  Section 
7.6(a) of the Credit Agreement shall be deleted in its entirety and the 
following Section 7.6(a) shall be substituted in its stead:

          (a) single Acquisitions, the Acquisition Consideration for which does
     not exceed $3,500,000, 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 $7,500,000 (or
     $7,710,000 for fiscal year 1997 only), and

      SECTION 4. Affirmation.  The Borrower hereby acknowledges and agrees that 
nothing in this Second 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 Second 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 5. Conditions Precedent.  This Second Amendment shall not be 
effective until:

          (a) all proceedings of the Borrower taken in connection with this
     Second 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 Second Amendment and the
     transactions contemplated hereby.

     SECTION 6. 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 Second Amendment and all related 
documentation, (b) this Second 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 Second 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 
Second 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 remain in full force and effect,


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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 Second 
Amendment.

     SECTION 7.  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 Second Amendment.

     SECTION 8.  Counterparts.  This Second 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.

     SECTION 9.  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 SECOND AMENDMENT AND THE
OTHER LOAN DOCUMENTS.

     SECTION 10. 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 SECOND AMENDMENT AND 
MAKING ANY ADVANCES HEREUNDER.

     SECTION 11. ENTIRE AGREEMENT.  THIS SECOND 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 Second Amendment to Credit Agreement is executed 
as of the date first set forth above.

BORROWER:                               METRO NETWORKS, INC.


                                        /s/ SHANE E. COPPOLA
                                        -------------------------------
                                        By:   Shane E. Coppola
                                        Its:  Executive Vice President

ADMINISTRATIVE LENDER:                  NATIONSBANK OF TEXAS, N.A.,
                                        as Administrative Lender


                                        /s/ WHITNEY L. BUSSE
                                        -------------------------------
                                        By:   Whitney L. Busse
                                        Its:  Vice President


LENDERS:                                NATIONSBANK OF TEXAS, N.A., as a
                                        Lender


                                        /s/ WHITNEY L. BUSSE
                                        -------------------------------
                                        By:   Whitney L. Busse
                                        Its:  Vice President


                                        THE BANK OF NOVA SCOTIA, as a
                                        Lender


                                        /s/ VINCENT J. FITZGERALD, JR.
                                        -------------------------------
                                        By:   Vincent J. Fitzgerald, Jr.
                                        Its:  __________________________


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