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                                                                    EXHIBIT 4.22

                CHANCELLOR BROADCASTING COMPANY STOCK AWARD PLAN

1.   PURPOSE

     The Chancellor Broadcasting Company Stock Award Plan (the "Plan") is
intended to provide incentives which will attract, retain and motivate eligible
persons whose present and potential contribution are important to the success
of Chancellor Broadcasting Company (the "Company").  These eligible persons
will be offered an opportunity to participate in the Company's future
performance by providing them opportunities to acquire shares of the Class A
Common Stock, par value $.0l per share, of the Company ("Class A Common Stock")
through awards of stock options, restricted stock and stock bonuses ("Stock
Awards").  In addition, the Plan is intended to assist in aligning the interests
of the Company's officers and key employees to those of its
stockholders.

2.   TERM

     The Plan shall be effective as of the date it is approved by the Company's
stockholders (the "Effective Date").  The Plan shall terminate on the tenth
anniversary of the Effective Date, unless terminated by the Board of Directors
of the Company (the "Board") pursuant to Section 18 below prior to such date.

3.   ADMINISTRATION

     (a)  The Plan shall be administered by the Company's Compensation Committee
(the "Committee") appointed by the Board from among its members, which shall be
comprised of not less than two nonemployee members of the Board ("Nonemployee
Directors") each of whom qualifies as (i) a "disinterested person" within the 
meaning of Rule 16b-3 (or any successor rule) promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and (ii) an 'outside
director' within the meaning of Section 162(m)(4)(C)(i) of the Internal Revenue
Code of 1986, as amended (the "Code") and the regulations promulgated 
thereunder; provided, however, that prior to the effectiveness under the
Exchange Act of a registration statement filed by the Company with the 
Securities and Exchange Commission, the Committee may be comprised of any two
members of the Board or may be the entire Board.  The Committee is authorized,
subject to the provisions of the Plan, to establish such rules and regulations
as it deems necessary for the proper administration of the Plan and to make
such determinations and interpretations and to take such action in connection
with the Plan and any Stock Awards granted hereunder as it deems necessary or
advisable.  All determinations and interpretations made by the Committee shall
be binding and conclusive on all participants and their legal representatives. 
No member of the Board, no member of the Committee and no employee of the
Company shall be liable for any act or failure to act hereunder, except in
circumstances involving his or her bad faith, gross negligence or willful
misconduct, or for any act or failure to act hereunder by any other member or
employee or by any agent to whom duties in connection with the administration
of this Plan have been delegated.  The Company shall indemnify members of the
Committee and any agent of the Committee who is an employee of

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the Company, a subsidiary or an affiliate against any and all liabilities or 
expenses to which they may be subjected by reason of any act or failure to act
with respect to their duties on behalf of the Plan, except in circumstances 
involving such person's bad faith, gross negligence or willful misconduct.

     (b)  The Committee may delegate to one or more of its members, or to one
or more agents, such administrative duties as it may deem advisable, and the
Committee, or any person to whom it has delegated duties as aforesaid, may
employ one or more persons to render advice with respect to any responsibility
the Committee or such person may have under the Plan.  The Committee may employ
such legal or other counsel, consultants and agents as it may deem desirable
for the administration of the Plan and may rely upon any opinion or computation
received from any such counsel, consultant or agent.  Expenses incurred by the
Committee in the engagement of such counsel, consultant or agent shall be paid
by the Company, or the subsidiary or affiliate whose employees have benefited
from the Plan, as determined by the Committee.

4.   PARTICIPANTS

     Participants shall consist of such officers and key employees of the
Company and its subsidiaries and affiliates as the Committee in its sole
discretion determines to be significantly responsible for the success and future
growth and profitability of the Company and whom the Committee may designate 
from time to time to receive Stock Awards under the Plan.  Nonemployee Directors
shall also participate in the Plan, but only to the extent provided in Section
9 below.  Designation of a participant in any year shall not require the
Committee to designate such person to receive a Stock Award in any other year
or, once designated, to receive the same type or amount of Stock Award as
granted to the participant in any other year.  The Committee shall consider
such factors as it deems pertinent in selecting participants and in determining
the type and amount of their respective Stock Awards.

5.   TYPE OF STOCK AWARDS

     Stock Awards under the Plan may be granted in any one or a combination of
Stock Options, (ii) Restricted Stock and (iii) Stock Bonuses.  Stock Awards
shall be evidenced by agreements (which need not be identical) in such forms as
the Committee may from time to time approve; provided, however, that in the
event of any conflict between the provisions of the Plan and any such 
agreements, the provisions of the Plan shall prevail.

6.   COMMON STOCK AVAILABLE UNDER THE PLAN

     The aggregate number of shares of Class A Common Stock that may be subject
to Stock Awards granted under this Plan shall be 916,456 shares of Class A
Common Stock, which may be authorized and unissued or treasury shares, subject
to any adjustments made in accordance with Section 11 below.  The maximum number
of shares of Class A Common Stock with respect to which Stock Awards may be
granted to any individual participant under the Plan shall be (i) 500,000
shares in any fiscal year and (ii) an aggregate of 500,000 shares over the life
of the Plan.  Any shares of Class A Common Stock subject to a Stock Option
which for any reason is canceled or terminated without having been exercised,
any shares subject to other Stock




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Awards which are forfeited, or any shares delivered to the Company as part of
full payment for the exercise of a Stock Option shall again be available for 
Stock Awards under the Plan, to the extent permitted by Rule 16b-3 under the 
Exchange Act regarding the availability of such shares.

7.   STOCK OPTIONS

     (a)  In General.  Stock Options shall consist of awards from the Company
that shall enable the holder to purchase a specific number of shares of Class A
Common Stock, at set terms and at a fixed purchase price.  Stock Options may be
(i) "incentive stock options" ("Incentive Stock Options'), as such term is used
in Section 422 of the Code, or (ii) stock options which do not constitute
Incentive Stock Options ("Nonqualified Stock Options").  The Committee shall
have the authority to grant to any participant one or more Incentive Stock
Options, Nonqualified Stock Options, or both types of Stock Options.  Each Stock
Option shall be subject to such terms and conditions consistent with the Plan
as the Committee may impose from time to time, subject to the below limitations.

     (b)  Exercise Price.  Each Stock Option granted hereunder shall have such
per-share exercise price as the Committee may determine on the date of grant;
provided, however, that the per-share exercise price shall not be less than 100
percent of Fair Market Value, meaning the closing price of the Class A Common
Stock on the date of grant (or on the last preceding trading date if Class A
Common Stock was not traded on such date) if the Class A Common Stock is readily
tradable on a national securities exchange or other market system.  If the Class
A Common Stock is not readily tradable, Fair Market Value shall mean the amount
determined in good faith by the Committee as the fair market value of the Class
A Common Stock.

     (c)  Vesting.  The Committee shall, in its sole discretion, determine a
vesting schedule upon which each Stock Option shall become exercisable and
remain exercisable; provided, however, that if the Committee does not determine
such vesting schedule, such Stock Option shall become exercisable as follows:
20 percent on the first anniversary of the date of grant and the remaining 80
percent shall vest pro rata on a monthly basis over the four-year period
following the first anniversary of the date of grant.

     (d)  Payment of Exercise Price.  The option exercise price may be paid in
cash or, in the discretion of the Committee, by the delivery of shares of Class
A Common Stock of the Company then owned by the participant, or by a combination
of these methods.  In the discretion of the Committee, payment may also be made
by delivering a properly executed exercise notice to the Company together with
a copy of irrevocable instructions to a broker to deliver promptly to the 
Company the amount of sale or loan proceeds to pay the exercise price.  To 
facilitate the foregoing, the Company may enter into agreements for coordinated
procedures with one or more brokerage firms.  The Committee may prescribe any 
other method of paying the exercise price that it determines to be consistent
with applicable law and the purpose of the Plan, including, without limitation,
in lieu of the exercise of a Stock Option by delivery of shares of Class A
Common Stock of the Company then owned by a participant, providing the Company
with a notarized statement attesting to the number of shares owned, where upon
verification by the Company, the Company would issue to the participant only
the number of incremental shares to




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which the participant is entitled upon exercise of the Stock Option. The
Committee may, at the time of grant, provide for the grant of a subsequent
Restoration Stock Option if the exercise price is paid for by delivering
previously owned shares of Class A Common Stock of the Company.  Restoration
Stock Options (i) may be granted in respect of no more than the number of
shares of Class A Common Stock tendered in exercising the predecessor Stock
Option, (ii) shall have an exercise price equal to 100 percent of Fair Market
Value on the date the Restoration Stock Option is granted, and (iii) may have
an exercise period that does not extend beyond the remaining term of the
predecessor Stock Option.  In determining which methods a participant may
utilize to pay the exercise price, the Committee may consider such factors as
it determines are appropriate.

     (e)  Term of Stock Option.  Stock Options granted under the Plan shall be
exercisable at such time or times and subject to such terms and conditions as
shall be determined by the Committee; provided, however, that no Stock Option
shall be exercisable later than ten years after the date it is granted except
in the event of a participant's death, in which case, the exercise period of
such participant's Stock Options may be extended by the Committee in its sole
discretion beyond such period but no later than one year after the
participant's death.

     (f)  Limitations on Incentive Stock Options.  Incentive Stock Options may
be granted only to participants who are employees of the Company or one of its
subsidiaries (within the meaning of Section 424(f) of the Code) on the date of
grant.  The aggregate market value (determined as of the time the option is
granted) of the Class A Common Stock with respect to which Incentive Stock
Options are exercisable for the first time by a participant during any calendar
year (under all option plans of the Company and of any parent corporation or
subsidiary corporation (as defined in Sections 424(e) and (f) of the Code,
respectively)) shall not exceed $100,000.  For purposes of the preceding
sentence, Incentive Stock Options shall be taken into account in the order in
which they are granted.  Incentive Stock Options may not be granted to any
participant who, at the time of grant, owns stock possessing (after the
application of the attribution rules of Section 424(d) of the Code) more than
10 percent of the total combined voting power of all classes of stock of the
Company or any parent or subsidiary corporation of the Company, unless the
option price is fixed at not less than 110 percent of Fair Market Value of the
Class A Common Stock on the date of grant and the exercise of such option is
prohibited by its terms after the expiration of five years from the date of
grant of such option.

     (g)  Post-Employment Exercises.  Following a participant's termination of
employment other than a termination of employment due to death, Stock Options
granted hereunder shall be exercisable only for the three-month period following
the date of termination of employment; provided, however, that in the event a 
participant's employment is terminated for cause, all Stock Options held by 
such participant shall immediately be cancelled as of the date of termination 
of employment for cause.  The Committee may, in its sole discretion, extend the 
post-employment exercise period beyond the three-month period, so long as the
post-employment exercise period ends prior to the original option expiration
date.  In addition, the Committee may, at the time of grant and in its sole
discretion, subject the exercise of any Stock Option after termination of
employment to the satisfaction of the conditions precedent that the participant
neither (i) competes with, or takes other employment with or renders services
to a




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competitor of, the Company, its subsidiaries or affiliates without the written
consent of the Company, nor (ii) conducts himself or herself in a manner
adversely affecting the Company.

8.   OTHER STOCK AWARDS

     The Committee may, in its sole discretion, grant Stock Awards in the form
of Restricted Stock or Stock Bonuses (which may include mandatory payment of
bonus incentive compensation in stock) consisting of Class A Common Stock issued
or transferred to participants with or without other payments therefor as 
additional compensation for services to the Company.  Such Stock Awards may be
subject to such terms and conditions as the Committee determines appropriate,
including, without limitation, restrictions on the sale or other disposition of
such shares, the right of the Company to reacquire such shares for no
consideration upon termination of the participant's employment within specified
periods, and conditions requiring that the shares be earned in whole or in part
upon the achievement of performance goals established by the Committee over a
designated period of time.  Such performance goals shall be based on any one or
combination of the following financial measures: revenues, income, cash flow,
earnings per share, return on assets, and return on equity. The Committee may
require the participant to deliver a duly signed stock power, endorsed in
blank, relating to the Class A Common Stock covered by such an Award.  The
Committee may also require that the stock certificates evidencing such shares
be held in custody or bear restrictive legends until the restrictions thereon
shall have lapsed.  The Committee shall determine whether the participant shall
have, with respect to the shares of Class A Common Stock subject to a Stock
Award, all of the rights of a holder of shares of Class A Common Stock of the
Company, including the right to receive dividends and to vote the shares.

9.   NONEMPLOYEE DIRECTOR FORMULA AWARDS

     (a)  After the Effective Date, a Nonemployee Director who (i) was not a
Nonemployee Director as of the Effective Date and (ii) does not represent an
investor who owns more than 10 percent of the Class A Common Stock automatically
shall be granted an option to purchase 5,000 shares of Class A Common Stock on
the date he or she first becomes a member of the Board (an "Initial Nonemployee
Director Stock Option").

     (b)  Each Initial Nonemployee Director Stock Option shall (i) be fully
exercisable on the date of grant, (ii) be granted with an exercise price equal
to 100 percent of Fair Market Value and (iii) expire on the tenth anniversary
of the date of grant.

     (c)  If a Nonemployee Director ceases to be a director of the Company for
any reason other than due to death or disability, each Initial Nonemployee
Director Stock Option shall remain exercisable only for the three-month period
following the date the Nonemployee Director ceases to be a director of the
Company.

     (d)  The agreements accompanying the formula awards made under this
Section 9 may contain additional restrictions or limitations not inconsistent
with the provisions of the Plan.




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10.  FOREIGN OPTIONS AND RIGHTS

     The Committee may grant Stock Awards to individual participants who are
subject to the tax laws of nations other than the United States, which Stock
Awards may have terms and conditions as determined by the Committee as
necessary to comply with applicable foreign laws.  The Committee may take any
action which it deems advisable to obtain approval of such Stock Awards by the
appropriate foreign governmental entity; provided, however, that no such Stock
Awards may be granted pursuant to this Section 10 and no action may be taken
which would result in a violation of the Exchange Act, the Code or any other
applicable law.

11.  ADJUSTMENT PROVISIONS; CHANGE IN CONTROL

     (a)  If there shall be any change in the Class A Common Stock of the
Company, through merger, consolidation, reorganization, recapitalization, stock
dividend, stock split, reverse stock split, split up, spinoff, combination of
shares, exchange of shares, dividend in kind or other like change in capital
structure or distribution (other than normal cash dividends) to stockholders of
the Company, an adjustment shall be made to each outstanding Stock Award to
reflect such change or distribution.  In the case of Restricted Stock or Stock
Bonuses, the number of shares of Class A Common Stock shall be appropriately
adjusted, and in the case of Stock Options, both the number of underlying shares
and the exercise price shall be appropriately adjusted.  Such adjustments shall
be made successively each time any such change or distribution occurs.  In
addition, in the event of any such change or distribution, in order to prevent
dilution or enlargement of participants' rights under the Plan, the Committee
shall have authority to adjust, in an equitable manner, the number and kind of
shares that may be issued under the Plan, the number and kind of shares subject
to outstanding Stock Awards, the exercise price applicable to outstanding Stock
Options, and the Fair Market Value of the Class A Common Stock and other value
determinations applicable to outstanding Stock Awards.  Appropriate adjustments
may also be made by the Committee in the terms of any Stock Awards under the
Plan to reflect such changes or distributions and to modify any other terms of
outstanding Stock Awards on an equitable basis, including modifications of
performance targets and changes in the length of performance periods.  In 
addition, the Committee is authorized to make adjustments to the terms and
conditions of, and the criteria included in, Stock Awards in recognition of
unusual or nonrecurring events affecting the Company or the financial statements
of the Company, or in response to changes in applicable laws, regulations, or 
accounting principles.  Notwithstanding the foregoing, (i) each such adjustment
with respect to an Incentive Stock Option shall comply with the rules of Section
424(a) of the Code and (ii) in no event shall any adjustment be made which would
render any Incentive Stock Option granted hereunder other than an incentive 
stock option for purposes of Section 422 of the Code.

     (b)  Notwithstanding anything herein to the contrary, if there is a Change
in Control of the Company, all then outstanding Restricted Stock shall
immediately become transferable and all outstanding Stock Options shall become
immediately exercisable.  For purposes of this Section 11(b), a "Change in
Control' of the Company shall be deemed to have occurred upon any of the
following events:




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          (1)  A change in control of the direction and administration of the
Company's business of a nature that would be required to be reported in response
to Item 6(e) of Schedule 14A (Rule 14a-101) promulgated under the
Exchange Act; or

          (2)  During any period of two consecutive years, the individuals who
at the beginning of such period constitute the Board or any individuals who
would be "Continuing Directors" (as hereinafter defined) cease for any reason
to constitute at least a majority thereof, or

          (3)  The Company's Class A Common Stock shall cease to be publicly
traded; or

          (4)  The Board shall approve a sale of all or substantially all of
the assets of the Company, and such transaction shall have been consummated; or

          (5)  The Board shall approve any merger, consolidation, or like
business combination or reorganization of the Company, the consummation of which
would result in the occurrence of any event described in Section 11 (b)(2) or 
11 (b)(3) above, and such transaction shall have been consummated.

Notwithstanding the foregoing, (i) any spin-off of a division or subsidiary of
the Company to its stockholders or (ii) any event listed in this Section
11(b)(1) through Section 11(b)(5) that the Board determines is not to be
regarded as a Change in Control of the Company, shall not constitute a Change
in Control of the Company.  For purposes of this Section 11 (b), "Continuing
Directors" shall mean (x) the directors of the Company in office on the
Effective Date and (y) any successor to any such director and any additional
director who after the Effective Date was nominated or selected by a majority
of the Continuing Directors in office at the time of his or her nomination or
selection.

     (c)  The Committee may, in its sole discretion, determine that, upon the
occurrence of a Change in Control of the Company, each Stock Option outstanding
hereunder shall terminate within a specified number of days after notice to the
holder, and such holder shall receive, with respect to each share of Class A
Common Stock subject to such Stock Option, an amount equal to the excess of the
Fair Market Value of such shares of Class A Common Stock immediately prior to
the occurrence of such Change in Control over the exercise price per share of
such Stock Option; such amount to be payable in cash, in one or more kinds of
property (including the property, if any, payable in the transaction) or in a
combination thereof, as the Committee, in its discretion, shall determine.  The
provisions contained in the preceding sentence shall be inapplicable to a Stock
Option granted within six months before the occurrence of a Change in Control
if the holder of such Stock Option is subject to the reporting requirements of
Section 16(a) of the Exchange Act and no exception from liability under Section
16(b) of the Exchange Act is otherwise available to such holder.




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12.  NONTRANSFERABILITY

     Each Stock Award granted under the Plan to a participant shall not be
transferable otherwise than by will or the laws of descent and distribution,
and shall be exercisable, during the participant's lifetime, only by the
participant.  In the event of the death of a Participant, each Stock Option
theretofore granted to him or her shall be exercisable during such period after
his or her death as the Committee shall in its discretion set forth in such
option or right on the date of grant and then only by the executor or
administrator of the estate of the deceased participant or the person or persons
to whom the deceased participant's rights under the Stock Option shall pass by
will or the laws of descent and distribution.

13.  OTHER PROVISIONS

     The award of any Stock Award under the Plan may also be subject to such
other provisions (whether or not applicable to the Stock Award awarded to any
other participant) as the Committee determines appropriate, including, without
limitation, for the installment purchase of Class A Common Stock under Stock
Options, to assist the participant in financing the acquisition of Class A
Common Stock, for the forfeiture of, or restrictions on resale or other
disposition of, Class A Common Stock acquired under any form of Stock Award,
for the acceleration of exercisability or vesting of Stock Awards in the event
of a Change in Control of the Company, for the payment of the value of Stock
Awards to participants in the event of a Change in Control of the Company, or
to comply with federal and state securities laws, or understandings or
conditions as to the participant's employment in addition to those specifically
provided for under the Plan.

14.  WITHHOLDING

     All payments or distributions of Stock Awards made pursuant to the Plan
shall be net of any amounts required to be withheld pursuant to applicable
federal, state and local tax withholding requirements.  If the Company proposes
or is required to distribute Class A Common Stock pursuant to the Plan, it may
require the recipient to remit to it or to the corporation that employs such
recipients an amount sufficient to satisfy such tax withholding requirements
prior to the delivery of any certificates for such Class A Common Stock.  In
lieu thereof, the Company or the employing corporation shall have the right to
withhold the amount of such taxes from any other sums due or to become due from
such corporation to the recipient as the Committee shall prescribe.  The
Committee may, in its discretion and subject to such rules as it may adopt
(including any as may be required to satisfy applicable tax and/or non-tax
regulatory requirements), permit an optionee or award or right holder to pay all
or a portion of the federal, state and local withholding taxes arising in
connection with any Stock Award consisting of shares of Class A Common Stock by
electing to have the Company withhold shares of Class A Common Stock having a
Fair Market Value equal to the amount of tax to be withheld, such tax calculated
at rates required by statute or regulation.




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15.  TENURE

     A participant's right, if any, to continue to serve the Company or any of
its subsidiaries as an officer, employee, or otherwise, shall not be enlarged
or otherwise affected by his or her designation as a participant under the
Plan.

16.  UNFUNDED PLAN

     Participants shall have no right, title, or interest whatsoever in or to
any investments which the Company may make to aid it in meeting its obligations
under the Plan.  Nothing contained in the Plan, and no action taken pursuant to
its provisions, shall create or be construed to create a trust of any kind, or
a fiduciary relationship between the Company and any participant, beneficiary,
legal representative or any other person.  To the extent that any person 
acquires a right to receive payments from the Company under the Plan, such
right shall be no greater than the right of an unsecured general creditor of
the Company.  All payments to be made hereunder shall be paid from the general
funds of the Company and no special or separate fund shall be established and
no segregation of assets shall be made to assure payment of such amounts except
as expressly set forth in the Plan.  The Plan is not intended to be subject to
the Employee Retirement Income Security Act of 1974, as amended.

17.  NO FRACTIONAL SHARES

     No fractional shares of Class A Common Stock shall be issued or delivered
pursuant to the Plan or any Stock Award.  The Committee shall determine whether
cash, or Stock Awards, or other property shall be issued or paid in lieu of
fractional shares or whether such fractional shares or any rights thereto shall
be forfeited or otherwise eliminated.

18.  AMENDMENT AND TERMINATION

     The terms and conditions applicable to any Stock Award granted after the
Effective Date may be amended or modified by mutual agreement between the
Company and the participant or such other persons as may then have an interest
therein.  Also, by mutual agreement between the Company and a participant
hereunder, under this Plan or under any other present or future plan of the
Company, Stock Awards may be granted to such participant in substitution and
exchange for, and in cancellation of, any Stock Awards previously granted such
participant under this Plan, or any other present or future plan of the Company.
The Board may amend the Plan from time to time or suspend or terminate the Plan
at any time.  However, no action authorized by this Section 18 shall reduce the
amount of any existing Stock Award or change the terms and conditions thereof
without the participant's consent.  No amendment of the Plan shall, without
approval of the stockholders of the Company, (i) materially increase the total
number of shares which may be issued under the Plan; (ii) materially increase
the amount or type of Stock Awards that may be granted under the Plan; or (iii)
materially modify the requirements as to eligibility for Stock Awards under the
Plan; provided, however, that no amendment may be made without approval of the
stockholders of the Company if the amendment shall disqualify any Incentive
Stock Options granted hereunder.  In addition, the provisions of Section 9
above, regarding Nonemployee Director formula awards, shall not be amended more
than once every six




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months, other than to comport with changes in the Code, the Employee Retirement
Income Security Act of 1974 or the rules thereunder.

19.  GOVERNING LAW

     This Plan, Stock Awards granted hereunder and actions taken in connection
herewith shall be governed and construed in accordance with the laws of the
State of Texas without reference to principles of conflict of laws.

20.  COMPLIANCE WITH RULE 16B-3

     With respect to persons subject to Section 16 of the Exchange Act,
transactions under the Plan are intended to comply with all applicable 
conditions of Rule 16b-3 (or its successors) promulgated under the Exchange Act.
To the extent any provision of the Plan or action by the Committee fails to 
comply, it shall be deemed null and void, to the extent permitted by law and
deemed advisable by the Committee.




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