AMENDMENT NO. 1 TO AGREEMENT DATED FEBRUARY 20, 1998

   1
                                                                    EXHIBIT 2.44

                                 AMENDMENT NO. 1
                                       TO
                        AGREEMENT DATED FEBRUARY 20, 1998


             This Amendment No. 1 (the "Amendment") to the Agreement, dated
February 20, 1998 (the "Agreement"), between Chancellor Media Corporation of Los
Angeles ("Chancellor") and Capstar Broadcasting Corporation ("Capstar"), is
entered into this 19th day of May, 1998. Capitalized terms used herein without
definition shall have the meanings given such terms in the Agreement.

             1. Section 2 of the Agreement, Purchase and Sale of KKPN(FM), is
modified and amended by adding the following sentence to the end of Section
2(c):

                Any amount of the sale price for KKPN-FM in excess of the KKPN
                Capstar Price (after deducting any brokerage commission payable
                with respect to the sale of KKPN-FM) shall be divided equally
                between Chancellor and Capstar, with Chancellor's portion
                representing a commission payable by Capstar to Chancellor.

             2. Section 3 of the Agreement, Long Island, is modified and amended
by modifying the first sentence of Section 3 to read as follows:

                Chancellor and Capstar agree that the Asset Exchange Agreement
                between SFX and Chancellor dated July 1, 1996 (the
                "Chancellor-SFX AEA"), providing for the exchange of SFX's Long
                Island radio stations (WBLI-FM, WBAB-FM, WGBB(AM) and WHFM-FM)
                (the "SFX Long Island Stations"), and the related Time Brokerage
                Agreement between SFX and Chancellor, dated July 1, 1996, as
                amended (the "Chancellor-SFX TBA"), providing for the sale to
                Chancellor of substantially all of the programming time
                available on the SFX Long Island Stations, shall each be
                terminated at the closing of the Capstar-SFX Merger.

             3. Section 10 of the Agreement, Note, is modified and amended in
its entirety to read as follows:

                In connection with the Transaction, Chancellor will, upon the
                occurrence of the conditions set forth in the term sheet
                attached hereto and by this reference made a part hereof (the
                "Loan Term Sheet"), provide a loan to Capstar of up to $250
                million immediately prior to the closing of the Capstar-SFX
                Merger (which loan may be reduced to $200 million if certain
                conditions specified in the Loan Term Sheet are satisfied). The
                obligations of Capstar under such loan will be evidenced by a
                note (the "Note"), which will have the essential terms set forth
                in the Loan Term Sheet.
   2

             4. Section 1 of the Loan Term Sheet, Security, is modified and
amended in its entirety to read as follows:

                12% Senior Secured Term Note (the "Note").

             5. Section 4 of the Loan Term Sheet attached to the Agreement,
Interest, is modified and amended by adding the following new paragraph
immediately after the second paragraph in such Section and immediately prior to
the third paragraph in such Section:

                If Capstar shall not have completed acquisitions during the
                Exchange Period (excluding the Jacksonville Exchange and the
                acquisition of the Austin Stations) (x) with an aggregate
                purchase price of $100 million by the first anniversary of the
                issue date of the Note, (y) with an aggregate purchase price of
                $200 million by the end of the second anniversary of the issue
                date of the Note, and (z) with an aggregate purchase price of
                $300 million by the end of the third anniversary of the issue
                date of the Note, in each case, that are subject to the
                procedures described in Section 1 of this Letter Agreement
                (each, an "Annual Acquisition Shortfall"), the interest rate on
                the Note for the 365 day period in which such Annual Acquisition
                Shortfall occurs shall increase to the Increased Rate, of which
                6/7 shall be payable in cash and 1/7 shall, at Capstar's option,
                either be payable in cash or added to the principal amount of
                the Note. To the extent that any amount not paid in cash is so
                added to the principal amount, such amount shall bear interest
                at the rate otherwise applicable to the principal amount. The
                Increased Rate shall apply from the beginning of the 365 day
                period in which such Annual Acquisition Shortfall occurs through
                the end of such period.

             6. Section 5 of the Loan Term Sheet attached to the Agreement,
Amount at Initial Issuance, is modified and amended in its entirety to read as
follows:

                Aggregate commitment at initial issuance of $250 million;
                provided, that if (i) the actual initial public offering price
                per share of Capstar's common stock sold in Capstar's initial
                public offering (the "Capstar IPO") is greater than or within
                the offering price range specified in the final "red ▇▇▇▇▇▇▇"
                prospectus for the Capstar IPO and (ii) Capstar's sales (with
                any contribution to a back-up trust not being deemed to be a
                sale hereunder) of KKPN-FM and the SFX Long Island Stations are
                consummated at or prior to the consummation of the Capstar-SFX
                Merger (together, the "Loan Decrease Conditions"), then the
                aggregate commitment at initial issuance shall be up to a
                maximum amount of $200 million (such commitment to be determined
                at Capstar's discretion, provided, that Capstar provide
                Chancellor two (2) business days prior written notice of such
                commitment prior to the consummation of the Capstar-SFX Merger).
                If the Loan Decrease Conditions are satisfied, Capstar agrees
                that it will use any and 

                                       2
   3

                all net proceeds ("Green Shoe Proceeds") resulting from the
                exercise of the overallotment option that is granted by Capstar
                to the underwriters for the Capstar IPO to prepay amounts
                outstanding under the Note; provided, that Capstar shall only be
                required to prepay amounts outstanding under the Note with Green
                Shoe Proceeds so that, immediately following such prepayment,
                $150 million principal amount of the Note remains outstanding
                (it being understood that if such Green Shoe Proceeds are not
                adequate to prepay the Note so that $150 million principal
                amount of the Note remains outstanding, Capstar shall use all
                Green Shoe Proceeds to prepay the Note). Such prepayment shall
                be made within thirty (30) days of the date that the Capstar-SFX
                Merger is consummated.

             7. Section 7 of the Loan Term Sheet attached to the Agreement,
Ranking, is modified and amended in its entirety to read as follows:

                Pari passu with the guarantee to be issued by Capstar of the
                obligations under the senior credit agreement of Capstar Radio
                Broadcasting Partners, Inc. (the "Capstar Senior Credit
                Agreement"), provided, that in lieu of subordination of the Note
                to the guarantee by Capstar of the obligations under the Capstar
                Senior Credit Agreement, Chancellor shall agree to provide
                reasonable prior written notice to Capstar and to the
                administrative agent under the Capstar Senior Credit Agreement
                if a default under the Note exists as a result of which
                Chancellor intends to accelerate the obligations under the Note.

             8. Section 9 of the Loan Term Sheet attached to the Agreement,
Capstar Prepayment Obligations, is modified and amended in order to add a new
paragraph at the end of such section, to read as follows:

                In the event that the Loan Decrease Conditions are not
                satisfied, Capstar agrees that it will not, and Capstar shall
                cause its subsidiaries not to, enter into or consummate any
                transactions (other than transactions pending as of May 4, 1998
                and transactions pursuant to Exchange Station Agreements) until
                such time as Capstar has prepaid amounts outstanding under the
                Note so that, following such prepayments, $150 million principal
                amount of the Note remains outstanding (such amount not to
                include any prepayments that may be required to be made by
                Capstar as a result of any other provision of the Loan Term
                Sheet).

             9. Section 10 of the Loan Term Sheet attached to the Agreement,
Security for Capstar's Prepayment Obligations; Guarantee, is modified and
amended in its entirety to read as follows:

                Senior perfected pledge by Capstar of common stock of Capstar
                Broadcasting Partners, Inc. (100%). Chancellor acknowledges that


                                       3
   4


                Capstar will provide a subordinated pledge of common stock of
                Capstar Broadcasting Partners, Inc. to the lenders under the
                Capstar Senior Credit Agreement in support of the obligations of
                Capstar Radio Broadcasting Partners, Inc. thereunder.

             10. The first paragraph of Section 11 of the Loan Term Sheet
attached to the Agreement, Covenants, is modified and amended to read as
follows:

                Debt Incurrence. Capstar and its subsidiaries will not be
                permitted, directly or indirectly, to incur create, assume,
                guarantee, acquire or become liable for indebtedness except in
                compliance with a 9.0:1 consolidated indebtedness to trailing
                four-quarter EBITDA ratio. The aggregate liquidation preference
                of all preferred stock of Capstar and its consolidated
                subsidiaries shall be counted as indebtedness. The debt
                incurrence calculations will be made in a manner consistent with
                leverage ratio calculations (including pro forma adjustments)
                under the Capstar Senior Credit Agreement, provided, that for
                purposes of calculating leverage ratios hereunder, Capstar shall
                be entitled during 1998 to include in its EBITDA calculations at
                least $10 million in net revenues from The AMFM Network (whether
                or not such amounts are actually received), or such higher
                amount if the net revenues actually received by Capstar from The
                AMFM Network exceed such amounts. Borrowings under working
                capital lines of credit of Capstar and its subsidiaries shall
                not count as debt, except to the extent that the aggregate
                borrowings under such lines of credit exceed $50 million.

             11. As contemplated by the Letter Agreement, Capstar and Chancellor
will complete a series of asset exchanges and/or purchases in which Capstar will
exchange certain SFX broadcast properties to be acquired or paid for by
Chancellor. As purchaser of substantially all of the assets used by SFX in its
ownership and operation of radio stations in the Houston and Pittsburgh markets
(other than KKPN-FM in Houston and WTAE-AM in Pittsburgh), Chancellor agrees to
be bound by the provisions of the Final Judgment in United States of America ▇.
▇▇▇▇▇, Muse, ▇▇▇▇ & ▇▇▇▇▇ Incorporated, Capstar Broadcasting, Inc. and SFX
Broadcasting, Inc. (the "Final Judgment") as required by paragraph III(B) of
that Final Judgment. Chancellor also agrees to provide sufficient prior notice
to HMTF concerning any transactions that it may enter into regarding radio
stations in the Greenville Area, the Houston Area, the ▇▇▇▇▇▇▇ Area, the
Pittsburgh Area or the Nassau-Suffolk Area (as such terms are defined in the
Final Judgment) that are not presently owned, operated or controlled by
Chancellor, Capstar, SFX or HMTF, as will allow HMTF to satisfy its notice
obligations to the United States Department of Justice under paragraph X(E) of
the Final Judgment.

             12. The amendments set forth in Sections 1, 2, 5 and 11 above shall
become effective immediately upon execution by both parties hereto. The
amendments set forth in Sections 3, 4, 6, 7, 8, 9 and 10 above shall be
conditioned on the consummation of the Capstar IPO simultaneously with or prior
to the Capstar-SFX Merger. If the Capstar IPO is not 


                                       4
   5

consummated simultaneously with or prior to the consummation of the Capstar-SFX
Merger, then the amendments set forth in Sections 3, 4, 6, 7, 8, 9 and 10 above
shall be void and have no force and effect.

             13. Except for the amendments set forth above, the text of the
Agreement shall remain unchanged.

             14. This Amendment may be executed in one or more counterparts,
each of which shall be deemed to be an original and all of which, taken
together, shall constitute one and the same instrument.

                                       5

   6



             In witness whereof, the parties have duly executed and delivered
this Amendment as of the date first written above.

                                      CHANCELLOR MEDIA CORPORATION OF 
                                      LOS ANGELES

                                              /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
                                      -------------------------------------
                                      By:  ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
                                      Its: Chief Financial Officer

                                      CAPSTAR BROADCASTING CORPORATION

                                              /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
                                      -------------------------------------
                                      By:  ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
                                      Its: Vice President





                                       6