EXHIBIT 4.11


                             CERTIFICATE OF TRUST OF
                             HEFTEL CAPITAL TRUST II

                 THIS Certificate of Trust of Heftel Capital Trust II (the 
"Trust"), dated         , 1997, is being duly executed and filed by The Bank of 
New York (Delaware), a Delaware banking corporation, as trustee, to form a 
business trust under the Delaware Business Trust Act (12 Del. C. Section 3801 
et seq.).

1.       Name.  The name of the business trust formed hereby is Heftel Capital
Trust II.

2.       Delaware Trustee.  The name and business address of the trustee of the
Trust in the State of Delaware is The Bank of New York (Delaware), 110 White
Clay Center, Newark, Delaware 19711.

3.       Effective Date.  This Certificate of Trust shall be effective as of
the date filed.

                 IN WITNESS WHEREOF, the undersigned, being all of the trustees
of the Trust, have executed this Certificate of Trust as of the date first
above written.



                                                                               2



                                  THE BANK OF NEW YORK (DELAWARE),
                                  as trustee


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



                                     -------------------------------------
                                     as Regular Trustee
                                     Name: Jeffrey T. Hinson
                                     Title: Senior Vice President and 
                                            Chief Financial Officer



                                     -------------------------------------
                                     as Regular Trustee
                                     Name: David Gerow
                                     Title: Vice President and Controller