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                                                                    EXHIBIT 10.3


                  SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT

         THIS AMENDMENT TO ASSET PURCHASE AGREEMENT (this "Amendment") is made
as of July 10, 2000 among the companies designated as Seller on the signature
page hereto (collectively, "Seller") and the company designated as Buyer on the
signature page hereto ("Buyer").

                                    Recitals

         Seller and Buyer are parties to an Asset Purchase Agreement (the
"Purchase Agreement") dated March 3, 2000 and amended March 14, 2000 with
respect to certain radio broadcast stations, and desire to amend the Purchase
Agreement as set forth herein.

                                    Agreement

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged and confirmed, the parties agree as
follows:

         1. Amendments. Seller and Buyer hereby amend the Purchase Agreement to
delete certain stations and change the Purchase Price as follows:

                  (a) Recital A of the Purchase Agreement (as amended) is hereby
further amended to delete the following radio stations:

                     WRFY-FM, Reading Pennsylvania ("WRFY")
                     KGGI(FM), Riverside, California ("KGGI")
                     KSJO(FM), San Jose, California ("KSJO")
                     KUFX(FM), San Jose, California ("KUFX")

                  (b) Section 3.1 of the Purchase Agreement (as amended) is
hereby further amended to delete "One Hundred Seven Million Four Hundred Six
Thousand Dollars ($107,406,000)" and insert in lieu thereof "Forty Five Million
Six Hundred Four Thousand Dollars ($45,604,000)."

                  (c) The Purchase Agreement Schedules with respect to WRFY,
KGGI, KSJO and KUFX are hereby deleted in their entirety.

         2. Miscellaneous. Capitalized terms used herein and not defined shall
have the respective meanings set forth in the Purchase Agreement. Except as
expressly set forth herein, the Purchase Agreement has not been amended or
modified and remains in full force and effect. This Amendment may be executed in
separate counterparts each of which shall be deemed an original but which
together shall constitute one instrument.



                            [SIGNATURE PAGE FOLLOWS]

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                                SIGNATURE PAGE TO
                  SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT

         IN WITNESS WHEREOF, the parties have duly executed this Amendment as of
the date first set forth above.

BUYER:                                   CHASE RADIO PROPERTIES, LLC


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


SELLER:                                  CLEAR CHANNEL BROADCASTING, INC.
                                         CLEAR CHANNEL BROADCASTING
                                             LICENSES, INC.
                                         CITICASTERS CO.


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


                                         CAPSTAR TX LIMITED PARTNERSHIP
                                         CAPSTAR RADIO OPERATING COMPANY
                                         AMFM OHIO, INC.
                                         AMFM RADIO LICENSES LLC


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