<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                
                                   FORM 10-K
                                              
                                
              Annual Report Pursuant To Section 13 or 15(d) of the
                        Securities Exchange Act of 1934
                                
For the fiscal year ended December 31, 1995       Commission file number 0-14702
                                
                       INFINITY BROADCASTING CORPORATION
             (Exact name of registrant as specified in its charter)
                                
     Delaware                                                      13-2766282
(State of incorporation)                    (I.R.S. Employer Identification No.)

                               600 Madison Avenue
                           New York, New York  10022
                    (Address of principal executive offices)

                                 (212) 750-6400
              (Registrant's telephone number, including area code)

          Securities registered pursuant to Section 12(b) of the Act:
                                
                                                        Name of Each Exchange on
Title of Each Class                                          Which Registered
Class A Common Stock,                                    New York Stock Exchange
par value $.002 per share
                                
          Securities registered pursuant to Section 12(g) of the Act:
                   10-3/8% Senior Subordinated Notes Due 2002
                                (Title of class)
                                               

         Indicate by check mark whether the registrant (1) has filed all reports
required  to be filed by D o.)  Section  13 or Section  15(d) of the  Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter  period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes X No .

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of  Regulation  S-K (Sec.  229.405 of this  chapter)  is not  contained
herein,  and will not be contained,  to the best of registrant's  knowledge,  in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K. [ ]

         The aggregate  market value of the voting stock held by  non-affiliates
of the registrant as of March 14, 1996 was approximately  $2,027,918,626.  As of
March 14, 1996,  78,203,141 shares of Class A Common Stock,  excluding 4,191,218
treasury shares,  8,319,045 shares of Class B Common Stock, and 1,116,257 shares
of Class C Common Stock were outstanding.

          Documents  Incorporated  By Reference -- The  registrant's  definitive
proxy  statement (to be filed  pursuant to Regulation  14A) is  incorporated  by
reference  into Part III of the Form 10-K for the fiscal year ended December 31,
1995.
--------------------------------------------------------------------------------



<PAGE>



                                         TABLE OF CONTENTS


PART I

ITEM 1.   BUSINESS...............................................   1
ITEM 2.   PROPERTIES.............................................  12
ITEM 3.   LEGAL PROCEEDINGS......................................  12
ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS....  12

PART II

ITEM 5.   MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
             RELATED STOCKHOLDER MATTERS.........................  13
ITEM 6.   SELECTED FINANCIAL DATA................................  14
ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
             CONDITION AND RESULTS OF OPERATIONS.................  15
ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA............  17
ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
             ACCOUNTING AND FINANCIAL DISCLOSURE.................  17

PART III
          The information required in this Part is incorporated by 
             reference from the registrant's definitive proxy 
             statement (to be filed pursuant to Regulation 14A)..  18
ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.....
ITEM 11.  EXECUTIVE COMPENSATION.................................
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
             MANAGEMENT..........................................
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.........

PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
             ON FORM 8-K.........................................  18
          SIGNATURES.............................................  24















                                        i


<PAGE>




                                     PART I

ITEM 1. BUSINESS


BACKGROUND

         Infinity Broadcasting  Corporation (the "Company" or "Infinity") is one
of the largest owners and operators of radio  stations in the United States.  It
is the only company able to offer advertisers a radio listening audience in each
of the  nation's  top ten radio  revenue  markets.  The Company  serves  markets
accounting  for  approximately  $3.0  billion  in  radio  advertising  revenues,
representing  approximately 28% of the total radio  advertising  expenditures in
the United States in 1995. Upon the completion of the Granum Acquisition and the
KYCW-FM Disposition as described below,  Infinity would own and operate 45 radio
stations serving 14 of the nation's largest radio markets.

         Since  Infinity  acquired its first radio  station in May 1973,  it has
expanded by acquiring and  developing  underperforming  stations in the nation's
largest  media  markets,  where the  greatest  proportion  of radio  advertising
dollars is spent.  The Company believes that its presence in large markets makes
it  attractive  to  advertisers  and that the overall  diversity of its stations
reduces its dependence on any single station, local economy or advertiser.

         In each of its  markets,  the Company  attracts a specific  demographic
group by targeting its program  format and hiring  popular  on-air  talent.  The
Company's  stations serve diverse target  demographics  through a broad range of
programming  formats  such  as  rock,  oldies,  news/talk,  adult  contemporary,
all-sports and country. The Company's overall programming strategy in part is to
acquire significant on-air talent and broadcasting rights for sports franchises.

         The diversity of station and market characteristics,  combined with the
Company's  acquisition  and  operating  strategies,  have enabled the Company to
achieve  consistent  growth in revenues and operating cash flow (as used in this
Form  10-K,  the  term  "operating  cash  flow"  means  operating   income  plus
depreciation and amortization).

         The  Company was  incorporated  in 1972 in  Delaware  and first  issued
shares of its  common  stock to the  public in June 1986.  In August  1988,  the
Company  became  privately  held as a result of a merger  with a  company  whose
stockholders were the Company's principal stockholders and executive officers at
the time. The Company was the surviving  corporation in the merger.  On February
5, 1992,  the  Company  sold shares of Class A Common  Stock  through an initial
public offering (the "Common Stock IPO").

         The Company also manages, pursuant to a management agreement, and has 
an investment in Westwood One, Inc. ("Westwood  One"). Westwood One is America's
largest producer and distributor of radio  programming and the parent company of
the NBC Radio  Networks,  Mutual  Broadcasting  System,  and  Westwood One Radio
Networks.  The Company's  award-winning  News,  Sports,  Talk and  Entertainment
programming, along with its 24-hour satellite formats and CNN Radio, air on over
6,000 radio stations around the world.









<PAGE>




RECENT DEVELOPMENTS

         On January 16,  1996 the Company  completed  the  acquisition  of radio
stations KYNG-FM and KSNN-FM in Dallas-Fort Worth, KFRC-FM,  KFRC-AM and KYCY-FM
in San  Francisco,  WYCD-FM in Detroit  and  KYCW-FM  in  Seattle  from  various
entities  affiliated with Alliance  Broadcasting,  Inc. for  approximately  $275
million,  plus costs (the  "Alliance  Acquisition").  On February  7, 1996,  the
Company  entered into an agreement to sell its Seattle radio station KYCW-FM for
approximately $26 million (the "KYCW-FM Disposition").

          On March 26, 1996, the Company completed the acquisition of all of the
outstanding stock of TDI Worldwide, Inc. for approximately $300 million (the
"TDI Acquisition"). TDI is one of the largest out-of-home media company in the
U.S., operating some 100 franchises in approximately 60 markets. The majority of
TDI's U.S. franchises are in large metropolitan areas, including New York, Los
Angeles, Atlanta, Washington, Philadelphia, Chicago, San Francisco, Dallas,
Minneapolis and Phoenix. TDI sells space on various medium including buses,
trains, train platforms and terminals throughout commuter rail systems, on
painted billboards, on thirty-sheet billboards and on phone booths. TDI also has
the franchise to manage advertising space within the London Underground and on
certain London buses and has the exclusive rights to all transit advertising in
Ireland.

         On March 4, 1996,  the Company  entered into an agreement to acquire 12
radio  stations  owned by various  subsidiaries  of Granum  Holdings,  L.P.  for
approximately  $410 million (the "Granum  Acquisition").  The radio stations are
KRBV-FM,  KHVN-AM  and  KOAI-FM in  Dallas-Fort  Worth,  WBOS-FM  and WOAZ-FM in
Boston,  WCAO-AM  and  WXYV-FM in  Baltimore,  WAOK-AM  and  WVEE-FM in Atlanta,
WHOO-AM,  WHTQ-FM  and  WMMO-FM  in  Orlando.  Upon  completion  of  the  Granum
Acquisition,  the Company will be required to divest one FM station in Dallas in
order to comply with the  recently  enacted  1996  Telecommunications  Law.  See
"Business--Federal   Regulation  of  Radio   Broadcasting--Ownership   Matters",
appearing elsewhere in this Report.

         On March 18, 1996, the Company declared a three-for-two stock split in
the form of a stock dividend payable on April 11, 1996, to holders of record on
March 28, 1996.

         The Company  continues to seek  opportunities for expansion through the
acquisition  of  additional  radio  stations and  out-of-home  media  companies.
Pursuant  to  the  1996   Telecommunications  Act,  the  Federal  Communications
Commission's  national  and local  multiple  ownership  rules  were  revised  to
completely eliminate national ownership  limitations and substantially relax the
restrictions on local multiple ownership.  See "Business--Federal  Regulation of
Radio Broadcasting" appearing elsewhere in this Report.


                                        2

<PAGE>
<TABLE>



GENERAL

     The  following  table sets forth  certain  information  about the Company's
radio stations:
<CAPTION>

                                                       1995
                                                       Radio          1995                                         Stations With
                                                      Revenue         Radio                         Target          Rankings In
                                                      Market         Market          Target(3)   Demographics          Target
STATION      MARKET              STATION FORMAT        RANK(1)     REVENUES(2)   DEMOGRAPHICS       RANK(4)         DEMOGRAPHICS
-------      ------              --------------        ----        --------      ------------       ----            ------------
                                                                   ($ Millions)
<S>          <C>                 <C>                     <C>      <C>            <C>                  <C>                  <C>    

KROQ-FM (5)  Los Angeles, CA     Rock                     1       $476.2         Men 18-34             2                   42
KRTH-FM      Los Angeles, CA     Oldies                   1        476.2         Persons 25-54         4T                  42
WXRK-FM      New York, NY        Rock                     2        428.0         Men 18-34             2                   37
WZRC-AM      New York, NY               - (14)            2        428.0              - (14)            -                   - (14)
WFAN-AM      New York, NY        All Sports               2        428.0         Men 25-54             4                   40
WJMK-FM/     Chicago, IL         Oldies/Talk              3        319.0         Persons 25-54         5                   32
WJJD-AM
WUSN-FM      Chicago, IL         Country                  3        319.0         Persons 25-54         4                   32
KVIL-FM/     Dallas/             Adult Contemporary/      4        200.1         Women 25-54           1                   32
KDMM-AM (6)  Ft. Worth, TX       Nostalgia
KLUV-FM      Dallas/             Oldies                   4        200.1         Persons 25-54         5T                  30
             Ft. Worth, TX
KYNG-FM      Dallas/             Young Country            4        200.1         Persons 25-54         7                   30
             Ft. Worth, TX
KSNN-FM (7)  Dallas/             Country                  4        200.1         Persons 25-54         23                  30
             Ft. Worth, TX
KRBV-FM/ *   Dallas/             Urban Contemporary       4        200.1         Persons 25-54         1                   30
KHVN-AM *    Ft. Worth, TX
KOAI-FM *    Dallas/             Smooth Jazz              4        200.1         Persons 25-54         4                   30
             Ft. Worth, TX
KOME-FM (8)  San Francisco/      Rock                   5/43 (15)  198.0/        Men 18-34            5/2                 48/15
             San Jose, CA                                          37.2
KFRC-AM/FM   San Francisco, CA   Oldies                   5        198.0         Persons 25-54         4                   48
KYCY-FM      San Francisco, CA   Young Country            5        198.0         Persons 25-54         16                  48
WJFK-FM (9)  Washington, D.C.    Personality              6        193.8         Men 25-54             1                   32
WPGC-FM/AM   Washington, D.C.    Contemporary/            6        193.8         Persons 18-34         1                   30
      (10)                       Urban Contemporary
WYSP-FM      Philadelphia, PA    Rock                     7        186.0         Men 18-34             1                   22
WIP-AM       Philadelphia, PA    All Sports               7        186.0         Men 25-54             3                   22
KXYZ-AM      Houston, TX         Spanish Language         8        180.5         Persons 18-49         -                    -
WBCN-FM      Boston, MA          Rock                     9        171.0         Men 18-34             1                   27
WZLX-FM      Boston, MA          Rock                     9        171.0         Men 25-54             1                   30
WBOS-FM *    Boston, MA          Rock                     9        171.0         Men 25-54             15                  30
WOAZ-FM *    Boston, MA          Smooth Jazz              9        171.0         Persons 25-54         12                  30
WZGC-FM      Atlanta, GA         Rock                    10        170.0         Men 25-54             5                   21
WAOK-AM/ *   Atlanta, GA         Urban Contemporary      10        170.0         Persons 25-54         1                   20
WVEE-FM *
WOMC-FM      Detroit, MI         Oldies                  11        166.8         Persons 25-54         5                   30
WXYT-AM      Detroit, MI         News/Talk               11        166.8         Persons 25-54         15                  30
WYCD-FM      Detroit, MI         Young Country           11        166.8         Persons 25-54         9T                  30
KYCW-FM (12) Seattle, WA         Young Country           13        123.0         Persons 25-54         13                  32
WLIF-FM      Baltimore, MD       Adult                   19        78.9          Women 25-54           4                   22
                                 Contemporary
WJFK-AM      Baltimore, MD       Personality             19        78.9          Men 25-54             9                   22
WCAO-AM/ *   Baltimore, MD       Urban Contemporary      19        78.9          Persons 25-54         2                   21
WXYV-FM *
WQYK-FM/AM   Tampa/              Country/Talk            21        78.5          Persons 25-54         1                   25
       (13)  St. Petersburg, FL
WHOO-AM *    Orlando, FL         Big Band                26        62.6          Persons 35+           6                   25
WHTQ-FM *    Orlando, FL         Rock                    26        62.6          Men 25-54             3                   25
WMMO-FM *    Orlando, FL         Adult Contemporary      26        62.6          Persons 25-54         7                   25

<FN>

Notes to This Table Appear on the Following Page.

                                        3

<PAGE>






Notes to Table on Preceding Page:

1. Markets  ranked by radio  advertising  revenues  according to Duncan's  Radio
Market Guide (1996 ed.).

2. Radio  advertising  revenues  according to Duncan's  Radio Market Guide (1996
ed.).
 
3. Target demographics rank by Fall 1995 Arbitron Radio Market Reports.

4.  Number of stations in each  market  with  rankings in the  Company's  target
demographics  for such  market,  based on the Fall 1995  Arbitron  Radio  Market
Reports.

5. KROQ-FM is licensed to the community of Pasadena, California.

6. KVIL-FM is licensed to the  community  of Highland  Park,  Texas.  KDMM-AM is
licensed to the community of Highland Park, Texas.

7. KSNN-FM is licensed to the community of Arlington, Texas.

8. KOME-FM is licensed to the community of San Jose, California.

9. WJFK-FM is licensed to the community of Manassa, Virginia. 

10. WPGC-FM/AM are licensed to the community of Morningside, Maryland.

11. Not included in Arbitron  rankings because the Company does not subscribe to
the Arbitron rankings in Houston.

12. The Company has entered into an agreement to sell KYCW-FM.

13. WQYK-FM is licensed to the community of St. Petersburg, Florida, and 
WQYK-AM is licensed to the community of Seffner, Florida.

14. Effective July 7, 1995, the Company entered into a Time Brokerage  Agreement
with Radio Korea New York,  Inc.  ("RKNY"),  pursuant to which the Company  will
make  substantially all of the programming time on WZRC-AM available to RKNY for
its Korean language programming for a period of one year.

15. San  Francisco  and San Jose have radio  revenue  market  ranks of 5 and 43,
respectively,  and KOME-FM's  rankings  within  target  demographics  in those
markets are 5 and 2, respectively.
   

 *    The Company has agreed to acquire the station,  subject to approval by the
      Federal Communications Commission.
</FN>
</TABLE>

Company Strategy

RADIO

         The Company's  overall strategy is to own and operate radio stations in
the nation's  largest  radio  revenue  markets.  The Company  believes  that its
presence  in large  markets  makes it  attractive  to  advertisers  and that the
overall  diversity of its stations reduces its dependence on any single station,
local  economy or  advertiser.  The Company also  believes that by serving major
markets, it is able to attract highly skilled  management,  employees and on-air
talent.

         In developing  its stations,  the Company takes a variety of actions to
improve a station's operating cash flow, including  instituting strict financial
reporting  requirements  and cost controls,  directing  



                                        4

<PAGE>



promotional  activities,  developing programming to improve the station's appeal
to a  targeted  audience  group and  enhancing  advertising  sales  efforts.  In
particular,  the Company  emphasizes  increasing local  advertising  revenues in
order to reduce dependence on national advertising revenues.

         In operating its stations,  the Company concentrates on the development
of  strong  decentralized  local  management,   which  is  responsible  for  the
day-to-day  operations of the station.  Local  management,  in cooperation  with
corporate  management,  is  responsible  for developing  programming.  Corporate
management is responsible  for long-range  planning,  establishing  policies and
procedures, maximizing cost savings where centralized purchasing is appropriate,
resource allocation and maintaining overall control of the stations.

         The  overall  mix of a  station's  programming  is designed to fit each
station's  specific format and serve its local community.  The Company's overall
programming  strategy includes  acquiring  significant  on-air talent and sports
franchises for its radio stations.  The Company believes that this strategy,  in
addition to  developing  loyal  audiences  for its radio  stations,  enables the
Company to obtain additional revenues,  including revenues from syndicating such
programming  franchises  to other  radio  stations.  In  addition to its regular
programming,   all  of  the   Company's   stations   provide   non-entertainment
programming, such as news and public affairs broadcasts.

         The Company  expects to continue to acquire radio  stations with strong
growth  potential in the major  markets,  subject to the  Communications  Act of
1934,  as  amended  (the  "Communications   Act"),  and  Federal  Communications
Commission (the "FCC") rules,  which impose certain limits on the maximum number
of radio stations the Company can own in the same geographic  market.  Limits on
the number of radio  stations  which the Company can own on a  nationwide  basis
were  recently   eliminated  by  the   Telecommunications   Act  of  1996.   See
"Business--Federal   Regulation  of  Radio   Broadcasting--Ownership   Matters",
appearing elsewhere in this Report.  Other than as described in this Report, the
Company has no present  agreements or  arrangements to acquire or sell any radio
stations.

         The  Company's  affiliation  with Westwood One enables it to expand its
presence  in  the  radio  program  distribution  business  while  simultaneously
enhancing the programming lineups of Westwood One.

OUT-OF-HOME

         TDI is one  of the  largest  out-of-home  media  company  in the  U.S.,
operating some 100 franchises in approximately 60 markets.  The Company is based
in New York with 30 branch  offices  throughout  the U.S.,  U.K. and Republic of
Ireland.

          The majority of TDI's U.S. franchises are in large metropolitan areas,
including New York, Los Angeles, Atlanta, Washington, Philadelphia, Chicago, San
Francisco, Dallas, Minneapolis and Phoenix. TDI sells space on the exterior and
interior of buses, inside trains, on train platforms and terminals throughout
commuter rail systems, on painted billboards, on thirty-sheet billboards, and on
phone booths.

         TDI also has the franchise to manage advertising space within the
London Underground and on certain London buses and has expanded its U.K. bus
business by acquiring new franchises outside of London Effective December 1,
1995, TDI acquired the exclusive rights to all transit advertising in Ireland.

         Historically,  TDI's success rate in renewing its franchise  agreements
is well in excess of 90%.  Most  franchises  are for a  minimum  of five  years,
involving  the  payment of a  percentage  of revenues  to 

                                        5

<PAGE>



the relevant transit authority,  subject to a guaranteed  minimum payment.  In a
few  franchises TDI pays a flat fee to the transit  authority.  TDI continues to
bid and obtain new franchise business,  recently adding an exterior bus contract
in  Atlanta in advance  of the 1996  Olympics  as well as buses in San  Antonio,
Texas.


Advertising

         The Company believes that radio and out-of-home  advertising in general
is one of the more  efficient,  cost-effective  means for  advertisers  to reach
specific demographic groups.

         Advertising  rates charged by radio  stations are based  primarily on a
station's  ability to attract  audiences in the  demographic  groups targeted by
advertisers  (as measured by rating service  surveys  quantifying  the number of
listeners tuned to the station at various  times),  on the number of stations in
the market  competing  for the same  demographic  group and on the supply of and
demand for radio  advertising  time. Rates are generally  highest during morning
and evening drive-time hours.

         Transit  advertising rates are established by several  criteria:  reach
(number of people  exposed to an ad  campaign)  and  frequency  (number of times
exposed   within  the  time  frame  of  a  campaign).   Research   tools  enable
geo-demographic  mapping of consumers  based on lifestyle habits, thus  enabling
advertisers to structure ad programs to specific targets.

         Radio station revenues are derived  substantially from local,  regional
and national  advertising.  Local and  regional  sales  generally  are made by a
station's  sales staff.  National sales are made by "national rep" firms,  which
specialize in radio  advertising  sales on the national  level.  These firms are
compensated  on  a  commission-only   basis.  Most  advertising   contracts  are
short-term, generally running for only a few weeks.

         Transit  and  outdoor  revenues  are  derived  from  a  combination  of
national,  regional  and local  sales made by  internal  sales  staff.  In major
markets,  national account  executives sell national  advertisers  multi- market
programs  utilizing various  out-of-home  properties.  Dedicated sales teams are
responsible for handling all regional and local business.


Competition

         Radio  broadcasting  is a competitive  business.  The  Company's  radio
stations  compete for listeners  and  advertising  revenues  directly with other
radio  stations  within their  markets.  Radio  stations  compete for  listeners
primarily  on the basis of program  content and by hiring  on-air  talent  which
appeals to a particular  demographic  group.  By building a strong  listenership
base  comprised  of a specific  demographic  group in each of its  markets,  the
Company is able to attract advertisers seeking to reach these listeners.

         The rights to transit  advertising  franchises  are  exclusive  in each
market; therefore, competition within the specific transit category is limited.

         Other  media,   including  broadcast   television,   cable  television,
newspapers,  magazines,  direct mail,  coupons and  billboard  advertising  also
compete with the Company's businesses for advertising revenues.




                                        6

<PAGE>




Seasonality

         The Company's  revenues vary  throughout  the year. As is generally the
case in the  radio,  as  well  as in  out-of-home  advertising  industries,  the
Company's first quarter generally reflects the lowest revenues for each year.


Employees

         As of December 31, 1995,  the Company had  approximately  803 full-time
employees and  approximately 252 part-time  employees.  Certain employees at the
Company's stations in New York, Los Angeles, Chicago,  Philadelphia, and Boston,
totalling  approximately  186, are represented by unions.  The Company  believes
that its relations with its employees and their unions are good.

         The Company employs several high-profile on-air personalities with
large loyal audiences in their respective markets. The Company generally enters
into employment agreements with its on-air talent and commissioned sales
representatives to protect its interests in those relationships that it believes
to be valuable. The Company has entered into employment agreements with its
chief executive officer (see "Executive Compensation--Employment Agreements",
appearing in Part III of this Report, which is incorporated by reference) and
with all of its high-profile on-air personalities.


Federal Regulation of Radio Broadcasting

         The ownership,  operation and sale of radio  stations,  including those
licensed to the  Company,  are  subject to the  jurisdiction  of the FCC,  which
engages in extensive and changing regulation of the radio broadcasting  industry
under authority granted by the  Communications  Act. Among other things, the FCC
assigns frequency bands for broadcasting; determines the particular frequencies,
locations and operating power of stations;  issues, renews, revokes and modifies
station licenses;  determines whether to approve changes in ownership or control
of station licenses; regulates equipment used by stations; adopts and implements
regulations  and policies  that  directly or  indirectly  affect the  ownership,
operation  and  employment  practices of  stations;  regulates  program  content
(including  indecent  and obscene  program  material)  and has the  authority to
impose penalties for violations of its rules or the Communications Act.

         The  following  is  a  brief  summary  of  certain  provisions  of  the
Communications  Act, including  amendments  thereto recently  effectuated by the
Telecommunications  Act of 1996 (the "1996  Telecom  Act"),  and of specific FCC
regulations and policies.  Reference should be made to the  Communications  Act,
FCC rules and the public notices and rulings of the FCC for further  information
concerning the nature and extent of federal regulation of broadcast stations.












                                        7

<PAGE>

         The  following  table sets  forth  certain  information  on each of the
Company's radio stations:

<TABLE>
<CAPTION>

                                                                   Expiration
                                          Date of                 Date of FCC
STATION      MARKET                     ACQUISITION   FREQUENCY  AUTHORIZATION
<S>        <C>                             <C>         <C>           <C>  
WXRK-FM    New York, NY...............     11/81       92.3 MHz      06/01/98
WZRC-AM    New York, NY...............     11/81       1480 KHz      06/01/98
WFAN-AM    New York, NY...............     04/92       660 KHz       06/01/98
KROQ-FM    Los Angeles, CA............     09/86       106.7 MHz     12/01/97
KRTH-FM    Los Angeles, CA............     02/94       101.1 MHz     12/01/97
WJMK-FM    Chicago, IL................     07/84       104.3 MHz     12/01/96
WJJD-AM    Chicago, IL................     07/84       1160 KHz      12/01/96
WUSN-FM    Chicago, IL................     02/93       99.5 MHz      12/01/96
KOME-FM    San Jose/San Francisco, CA.     05/73       98.5 MHz      12/01/97
KYCY-FM    San Francisco, CA..........     01/96       93.3 MHz      12/01/97
KFRC-AM    San Francisco, CA..........     01/96       610 KHz       12/01/97
KFRC-FM    San Francisco, CA..........     01/96       99.7 MHz      12/01/97
WYSP-FM    Philadelphia, PA...........     11/81       94.1 MHz      08/01/98
WIP-AM     Philadelphia, PA...........     09/93       610 KHz       08/01/98
WOMC-FM    Detroit, MI................     04/88       104.3 MHz     10/01/96
WXYT-AM    Detroit, MI................     06/94       1270 KHz      10/01/96
WYCD-FM    Detroit, MI................     01/96       99.5 MHz      10/01/96
KSNN-FM    Dallas/Ft. Worth, TX.......     01/96       94.9 MHz      08/01/97
KVIL-FM    Dallas/Ft. Worth, TX.......     07/87       103.7 MHz     08/01/97
KDMM-AM    Dallas/Ft. Worth, TX.......     07/87       1150 KHz      08/01/97
KLUV-FM    Dallas/Ft. Worth, TX.......     04/95       98.7 MHz      08/01/97
KYNG-FM    Dallas/Ft. Worth, TX.......     01/96       105.3 MHz     08/01/97
KRBV-FM    Dallas/Ft. Worth, TX.......     Pending     100.3 MHz     08/01/97
KHVN-AM    Dallas/Ft. Worth, TX.......     Pending     970 KHz       08/01/97
KOAI-FM    Dallas/Ft. Worth, TX.......     Pending     107.5 MHz     08/01/97
WJFK-FM    Washington, DC.............     12/86       106.7 MHz     10/01/02
WPGC-FM    Washington, DC.............     06/94       95.5 MHz      10/01/02
WPGC-AM    Washington, DC.............     06/94       1580 KHz      10/01/02
KXYZ-AM    Houston, TX................     06/83       1320 KHz      08/01/97
WBCN-FM    Boston, MA.................     02/79       104.1 MHz     04/01/98
WZLX-FM    Boston, MA.................     02/93       100.7 MHz     04/01/98
WBOS-FM    Boston, MA.................     Pending     92.9 MHz      04/01/98
WOAZ-FM    Boston, MA.................     Pending     99.5 MHz      04/01/98
WZGC-FM    Atlanta, GA................     02/93       92.9 MHz      04/01/96
WAOK-AM    Atlanta, GA................     Pending     1380 KHz      04/01/96
WVEE-FM    Atlanta, GA................     Pending     103.3 MHz     04/01/96
WLIF-FM    Baltimore, MD..............     05/89       101.9 MHz     10/01/02
WJFK-AM    Baltimore, MD..............     05/89       1300 KHz      10/01/02
WCAO-AM    Baltimore, MD..............     Pending     600 KHz       10/01/02
WXYV-FM    Baltimore, MD..............     Pending     102.7 MHz     10/01/02
WQYK-FM    Tampa/St. Petersburg, FL...     12/86       99.5 MHz      02/01/96
WQYK-AM    Tampa/St. Petersburg, FL...     11/87       1010 KHz      02/01/96
WHOO-AM    Orlando, FL................     Pending     990 KHz       02/01/96
WHTQ-FM    Orlando, FL................     Pending     96.5 MHz      02/01/96
WMMO-FM    Orlando, FL................     Pending     98.9 MHz      02/01/96
KYCW-FM    Seattle, WA (Sale Pending).     01/96       96.5 MHz      02/01/98
<FN>

1.  Some stations are licensed to a different community located within the 
    market which they serve.
</FN>
</TABLE>

                                        8

<PAGE>




         LICENSE  RENEWAL.  Under  the  1996  Telecom  Act,  radio  broadcasting
licenses  are  granted  for maximum  terms of eight  years.  They are subject to
renewal upon  application  to the FCC. Under the 1996 Telecom Act, the FCC shall
adopt regulations which will implement a "two-step" renewal procedure,  pursuant
to which competing  applications for an incumbent  licensee's  frequency will be
explicitly prohibited,  and the FCC shall grant the incumbent licensee's renewal
application  if it finds that (a) the  incumbent  licensee has served the public
interest,  convenience and necessity; (b) the incumbent licensee has not engaged
in any serious  violations of the Communications Act or the FCC's rules; and (c)
there  have  been  no  other  violations  by  the  incumbent   licensee  of  the
Communications Act or the FCC's rules which, taken together,  would constitute a
pattern of abuse.  If, based upon a review of the incumbent  licensee's  renewal
application, or of other facts that are brought to the Commission's attention in
a petition to deny or other third  party  filing,  the FCC is unable to make the
foregoing  findings,  the incumbent  licensee is entitled to a full  evidentiary
hearing  to  establish  that  it is  entitled  to  renewal.  If,  following  the
evidentiary  hearing,  the FCC determines that the incumbent licensee has failed
to meet the  basic  requirements  for  renewal  and that no  mitigating  factors
justify the  imposition  of a sanction less than denial of renewal (such as, for
example,  a "short" term renewal or the imposition of  forfeitures),  the FCC is
obligated  to deny the renewal  application.  Should such  denial  become  final
following judicial review, the FCC may thereafter entertain applications for the
incumbent  licensee's  frequency.  The 1996  Telecom Act makes these  provisions
retroactively  applicable to renewal  applications  filed after May 1, 1995. The
FCC intends to initiate a rule-making  proceeding during 1996 to implement these
procedures.

         OWNERSHIP MATTERS. The Communications Act prohibits the assignment of a
license or the  transfer  of control of a broadcast  licensee  without the prior
approval  of the FCC.  In  determining  whether  to  grant or renew a  broadcast
license,  the FCC  considers  a number of factors  pertaining  to the  licensee,
including   compliance  with  the  Communications  Act's  limitations  on  alien
ownership, compliance with various rules limiting common ownership of broadcast,
cable and newspaper  properties,  and the  "character" of the licensee and those
persons holding "attributable" interests therein.

         Under the Communications  Act, broadcast licenses may not be granted to
any corporation having more than 20% of its issued and outstanding capital stock
owned or voted by aliens (including non-U.S. corporations),  foreign governments
or their representatives  (collectively,  "Aliens"). The Communications Act also
prohibits a corporation, without FCC waiver, from holding a broadcast license if
that corporation is controlled,  directly or indirectly, by another corporation,
more than  one-fourth  of the issued and  outstanding  capital stock of which is
owned or voted by Aliens.  The FCC has issued  interpretations  of existing  law
under which these restrictions in modified form apply to other forms of business
organizations,  including partnerships.  As a result of these provisions, in the
absence of a waiver,  the  Company,  which  serves as a holding  company for its
various radio station subsidiaries, cannot have more than 25% of its stock owned
or voted by Aliens.

         Certain  merchant  banking   partnerships   (the  "Lehman   Investors")
affiliated  with Lehman  Brothers  Holdings,  Inc.  hold shares of the Company's
capital stock and warrants  exercisable  for  additional  shares.  See "Security
Ownership of Certain Beneficial Owners and Management", appearing in Part III of
this Report which is incorporated by reference.  Certain of the Lehman Investors
and certain limited  partners in the Lehman Investors may be deemed to be Aliens
or controlled by Aliens or their  representatives  under the Communications Act.
Such  Lehman  Investors  own and vote less than 1% of the  Company's  issued and
outstanding  capital  stock.  Assuming the exercise of the warrants held by such
Lehman  Investors,  approximately  9.7% and 5.4% of the  Company's  issued  and
outstanding capital stock would be owned and voted, respectively, by such Lehman
Investors.  The warrants  held by the Lehman  Investors can only be exercised by
the Lehman  Investors to the extent such exercise would not cause the Company to
violate the Communications Act's limitations on Alien ownership or control.

         Under  the 1996  Telecom  Act,  the  Commission's  national  and  local
multiple  ownership  rules were revised.  The FCC's former rules  prohibited the
Company from owning, operating or controlling, directly or 

                                        9

<PAGE>



indirectly,  more than  twenty AM and  twenty FM radio  stations  in the  United
States;   the  1996  Telecom  Act  completely   eliminated   national  ownership
limitations.   In  addition,   the  1996  Telecom  Act   substantially   relaxed
restrictions  on  local  radio  multiple  ownership  (often  referred  to as the
"duopoly"  rules).  Under the new law, which was implemented by the FCC in March
of 1996,  in markets  with  fourteen  or fewer  radio  stations,  the Company is
permitted  to own up to a total of five  radio  stations,  no more than three of
which may be FM, so long as the Company's  owned radio  stations  represent less
than fifty percent of the radio stations in the market;  in markets with between
fifteen and twenty-nine radio stations,  the Company will be permitted to own up
to a total of six  radio  stations,  no more  than  four of which  may be FM; in
markets with between thirty and forty-four  radio stations,  the Company will be
permitted  to own up to a total of seven  radio  stations,  no more than four of
which may be FM; and in markets  with  forty-five  or more radio  stations,  the
Company  may own up to a total of eight  radio  stations,  no more  than five of
which may be FM. All of the Company's current holdings are consistent with these
new local  multiple  ownership  restrictions.  Upon the completion of the Granum
Acquisition,  the Company will be required to divest one FM station in Dallas in
order to comply with the 1996 Telecom Act.

         The  Communications  Act and FCC rules also generally  limit the common
ownership,  operation,  or control of a radio broadcast station and a television
broadcast  station serving the same  geographic  market and of a radio broadcast
station and a daily newspaper  serving the same geographic  market.  Under these
rules,  absent  waivers,  the  Company  would not be  permitted  to acquire  any
newspaper or television broadcast station (other than low-power television) in a
geographic market in which it now owns any radio broadcast
properties.  However,  the FCC's policies,  as modified by the 1996 Telecom Act,
provide for the liberal  grant of waivers of the rule  prohibiting  ownership of
radio  and  television  stations  in the same  geographic  market  in the top 50
television  markets if certain other conditions are satisfied.  The FCC has also
indicated  that it  intends  to hold a rule  making  proceeding  looking  toward
liberal  grant of waivers of the rule  prohibiting  common  ownership of a radio
station and a newspaper in the same market in large markets.

         The FCC  generally  applies  its  ownership  limits  to  "attributable"
interests held by an individual, corporation,  partnership or other association.
In the  case of  corporations  holding  broadcast  licenses,  the  interests  of
officers,  directors and those who,  directly or  indirectly,  have the right to
vote 5% or more of the corporation's  stock (or 10% or more of such stock in the
case of insurance  companies,  mutual funds,  bank trust departments and certain
other passive investors that are holding stock for investment purposes only) are
generally  attributable,  as  are  positions  of an  officer  or  director  of a
corporate  parent of a  broadcast  licensee.  Currently,  none of the  Company's
officers,  directors or stockholders has an attributable interest in any company
licensed to operate broadcast stations other than the Company.

         LOCAL  MARKETING  AGREEMENTS.  Over the past several years, a number of
radio  stations  have entered into what have commonly been referred to as "Local
Marketing Agreements", or "LMAs". While these agreements may take varying forms,
under a typical LMA, separately owned and licensed radio stations agree to enter
into cooperative  arrangements of varying sorts,  subject to compliance with the
requirements  of the antitrust laws and the FCC's rules and policies,  including
the requirement that the licensee of each station maintain  independent  control
over the  programming  and  station  operations  of its own  stations.  The most
prevalent type of LMA is a time brokerage  agreement among two  separately-owned
radio  stations  serving a common  service  area,  whereby  the  licensee of one
station  programs  substantial  portions  of the  broadcast  day  on  the  other
licensee's  station,  subject to ultimate  editorial  and other  controls  being
exercised by the latter licensee, and sells advertising time during such program
segments. The FCC has held that such agreements involving radio stations are not
contrary to the  Communications  Act,  provided that the licensee of the station
that is being  substantially  programmed by another  entity  maintains  complete
responsibility  for, and control over, the operations of its broadcast  station,
and assures  compliance  with  applicable  FCC rules and  policies.  The Company
maintains LMA arrangements with respect to its stations WZRC-AM in New York City
and KYCW-FM in Seattle.


                                       10

<PAGE>


         The FCC's rules provide that a station  brokering  more than 15% of the
weekly  broadcast  time of  another  station  serving  the same  market  will be
considered to have an attributable  ownership  interest in the brokered  station
for purposes of the FCC's multiple  ownership  rules.  As a result,  under these
rules,  a broadcast  station  will not be permitted to enter into an LMA or time
brokerage  agreement  giving  it the  right  to  program  more  than  15% of the
broadcast  time, on a weekly  basis,  of another local station that it could not
own under the FCC's  local  ownership  rules.  The FCC's  rules also  prohibit a
broadcast licensee from simulcasting more than 25% of its programming on another
station in the same broadcast  service (i.e.,  AM-AM or FM-FM),  whether it owns
that other station or has a time brokerage or LMA arrangement with it, where the
brokered and brokering stations serve substantially the same geographic area.

         PROGRAMMING AND OPERATION. The Communications Act requires broadcasters
to serve the "public  interest".  Since the late 1970s,  the FCC  gradually  has
relaxed or  eliminated  many of the more  formalized  procedures it developed to
promote the broadcast of certain types of programming responsive to the needs of
a station's community of license. However,  licensees continue to be required to
present  programming  that  is  responsive  to  community  problems,  needs  and
interests and to maintain  certain records  demonstrating  such  responsiveness.
Complaints  from  listeners  concerning  a station's  programming  often will be
considered  by the FCC when it  evaluates  renewal  applications  of a licensee,
although  such  complaints  may be filed at any time.  Stations also must follow
various rules  promulgated  under the  Communications  Act that regulate,  among
other  things,  political  advertising,  the  broadcast  of obscene or  indecent
material,  sponsorship  identifications,   the  advertisement  of  contests  and
lotteries,  and  technical  operations,  including  limits  on  radio  frequency
radiation. In addition,  licensees must develop and implement affirmative action
plans  designed  to promote  equal  employment  opportunities,  and must  submit
reports  to the FCC with  respect  to these  matters  on an annual  basis and in
connection with renewal applications.  Licensees must also annually file reports
concerning  any changes in the ownership of a licensee or certain  entities with
ownership interests in a licensee.

         Failure to observe  these or other rules and policies can result in the
imposition of various sanctions,  including monetary  forfeitures,  the grant of
"short"  (less than the full  eight-year)  renewal  terms or,  for  particularly
egregious  violations,  the  denial  of a  license  renewal  application  or the
revocation of a license.

         On September 1, 1995, the Company  entered into a Settlement  Agreement
with the FCC and the United States  Department of Justice  pursuant to which all
outstanding  indecency  proceedings and pending complaints involving programming
aired or originated by the Company's  stations were vacated or dismissed and the
FCC's records  concerning them were expunged.  The Company  admitted no guilt or
liability in connection  with these  proceedings,  nor did it concede in any way
that the material focused upon therein by the FCC was legally indecent. Pursuant
to the Settlement Agreement,  the Company agreed to make voluntary contributions
to the United States Treasury in the total amount of $1,715,000.


         In late September, 1995, the National Hispanic Media Coalition ("NHMC")
filed a "Petition for  Revocation of License"  requesting  the FCC to initiate a
revocation  proceeding  against the Company's  station WXRK due to comments made
during the Howard Stern Show concerning the death of Selena  Quintanilla  Perez.
The Petition contends that the comments were "racist and indecent".  On November
29, 1995,  the Company filed an Opposition to the Petition,  demonstrating  that
the Petition is procedurally defective, substantively without merit and that, in
any event,  the FCC is  contractually  precluded from  initiating any proceeding
based upon the cited  broadcasts  pursuant to the terms of the September 1, 1995
Settlement Agreement described in the preceding paragraph.

         PROPOSED  CHANGES.  The Congress and the FCC have under  consideration,
and may in the future  consider and adopt,  new laws,  regulations  and policies
regarding a wide variety of matters that could,  directly or indirectly,  affect
the operation and ownership of the Company's  radio broadcast  properties.  Such
matters  include,  for  example,  proposals  to  impose  spectrum  use or  other
governmentally   imposed  fees  upon  licensees; 

                                       11

<PAGE>



the FCC's  equal  employment  opportunity  rules and other  matters  relating to
minority  and  female   involvement  in  the  broadcasting   industry  including
enhancement  of ownership  opportunities;  proposals to change rules relating to
political  broadcasting;  proposals  to change  the  thresholds,  benchmarks  or
concepts  applicable  to  attributing  ownership  interests in broadcast  media;
proposals  to  permit  lenders  to take a  security  interest  in FCC  licenses;
technical and frequency  allocation  matters,  including  those  relative to the
implementation of digital audio broadcasting on both a satellite and terrestrial
basis,  spectrum for which has been  allocated  by the FCC;  proposals to permit
expanded use of FM  translator  stations;  proposals to restrict or prohibit the
advertising of beer, wine and other alcoholic beverages on radio; and changes to
broadcast technical  requirements and frequency  allocation matters. The Company
cannot  predict  whether any such  proposed  changes  will be adopted nor can it
judge in advance what impact,  if any, any such  proposed  changes might have on
its business.  In addition,  the Company cannot predict what other changes might
be  considered in the future,  nor can it judge in advance what impact,  if any,
such other changes might have on its business.


ITEM 2. PROPERTIES

         The Company's corporate  headquarters are located in midtown Manhattan.
The types of properties required to support each of the Company's radio stations
include  offices,  studios,  transmitter  sites and antenna  sites.  A station's
studios are generally housed with its offices in downtown or business districts.
The transmitter  sites and antenna sites are generally  located so as to provide
maximum market coverage.

         With the exception of the Company's  Houston radio station and a Boston
and a Detroit  station,  the studios and offices of the Company's  stations,  as
well as its  corporate  headquarters  in New York  City,  are  located in leased
facilities with lease terms that expire in one to ten years. The Company owns or
leases its transmitter and antenna sites, with lease terms that expire in one to
thirteen years.

         The Company does not  anticipate  any  difficulties  in renewing  those
leases  that expire  within the next five years or in leasing  other  space,  if
required.

         No one property is material to the Company's  overall  operations.  The
Company  believes that its properties are in good condition and suitable for its
operations;  however, the Company continually looks for opportunities to upgrade
its properties.

         The Company owns  substantially  all of the equipment used in its radio
broadcasting business.


ITEM 3. LEGAL PROCEEDINGS

         The Company is a party to certain  litigation in the ordinary course of
business that management does not believe to be material to the Company.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         No matters  were  submitted  to a vote of security  holders  during the
fourth quarter of 1995.



                                       12

<PAGE>



                                     PART II


ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
             STOCKHOLDER MATTERS

         Shares of the Company's Class A Common Stock, par value $.002 per share
(the "Class A Shares"),  have been quoted on the New York Stock Exchange,  under
the symbol INF since June 22, 1995.  Prior to such date,  the Company's  Class A
shares were quoted on the NASDAQ  National  Market System.  The following  table
sets forth, for the calendar quarters  indicated,  the high and low sales prices
of the Class A Shares on the New York Stock  Exchange  from June 22, 1995 and on
the NASDAQ National Market System prior thereto,  as reported in published 
financial sources.


      YEAR                                                  HIGH     LOW
      1994:
               First Quarter .........................      15.00     11.11
               Second Quarter.........................      12.45      9.00
               Third Quarter..........................      14.67     10.67
               Fourth Quarter.........................      14.11     12.22
      1995:
               First Quarter..........................      19.11     13.45
               Second Quarter.........................      25.00     17.22
               Third Quarter..........................      25.09     19.59
               Fourth Quarter.........................      25.67     19.92
      1996:
               First Quarter (through March 14, 1996).      30.00     23.25


         The  above  table  gives  effect to the stock  splits  effected  by the
Company.

         There is no public  trading  market  for the  Company's  Class B Common
Stock,  $.002 per share (the  "Class B  Shares"),  or its Class C Common  Stock,
$.002 per share (the "Class C Shares").

         As of March 14, 1996, there were approximately 7,000 holders of Class A
Shares, eight holders of record of the Class B Shares and four holders of record
of the Class C Shares.

         The Company has never paid dividends on its shares of common stock, and
it is not anticipated that any dividends will be paid on any shares of any class
of the Company's common stock in the foreseeable future.









                                       13

<PAGE>




ITEM 6. SELECTED FINANCIAL DATA

         The  selected  consolidated   financial  information  for  the  Company
presented below under the captions  "Statement of Operations  Data" and "Balance
Sheet Data" for, and as of the end of, each of the years in the five-year period
ended  December 31, 1995, is derived from the Company's  Consolidated  Financial
Statements.  This selected consolidated  financial information should be read in
conjunction with the Company's  Consolidated  Financial Statements and the Notes
thereto and with  "Management's  Discussion and Analysis of Financial  Condition
and Results of Operations", appearing elsewhere in this Report.

<TABLE>


                        INFINITY BROADCASTING CORPORATION

                    (In thousands, except per share amounts)

<CAPTION>
                                                                       YEAR ENDED DECEMBER 31,

                                                 1991           1992            1993           1994          1995
                                                 ----           ----            ----           ----          ----
<S>                                             <C>           <C>            <C>             <C>             <C>   

Statement of Operations and Other
Data: 1
   Total revenues. . . . . .  . . . . . . . .   $135,278      $171,843       $234,240        $313,359        $372,429
   Net revenues . . . . . . . . . . . . . . .    117,959       150,230        204,522         274,120         325,706
   Station operating expenses
     excluding depreciation and
     amortization. . . . . . . . . . . . . . .    61,207        81,707        109,601         143,249         167,285
                                                --------      --------       --------        --------        --------
   Station operating income excluding
     depreciation and amortization . . . .       56,752        68,523         94,921          130,871         158,421
   Depreciation and amortization. . . . .        25,582        28,926         38,853           46,606          50,482
   Corporate general and
     administrative expenses. . . . . . . .       3,698         4,182          4,836            5,633           6,135
                                                --------      --------       --------        ---------       ---------
   Operating income . . . . . . . . . . . .      27,472        35,415         51,232           78,632         101,804
   Operating cash flow . . . . . . . . . .       53,054        64,341         90,085          125,238         152,286
   Interest expense, net . . . . . . . . . .     51,492        38,238         36,291           44,529          43,998
   Net earnings (loss) before
     extraordinary items . . . . . . . . . .    (24,026)       (9,432)        14,335           33,213          54,503
   Net earnings (loss) per share
      before extraordinary items . . . . .         (.73)        (.13)            .15              .33             .53
   Cash dividends declared per
      common share. . . . . . . . . . . . .           -            -               -                -               -
   Weighted average number of shares
      outstanding 2. . . . . . . . . . . . . .   33,110        70,502         93,083          100,709         102,903

                                                                         DECEMBER 31,
                                                 1991           1992            1993           1994          1995
                                                 ----           ----            ----           ----          ----

Balance Sheet Data: 1
   Total assets. . . . . . . . . . . . . . . . $212,383      $271,952       $378,040         $562,153        $594,456
   Long-term debt (including current
      portion). . . . . . . . . . . . . . . . . 406,138       380,625        365,062          531,750         267,384
   Stockholders' equity (deficiency). . .      (222,030)     (138,734)       (24,240)         (25,525)        273,992
   Working capital . . . . . . . . . . . . .     (4,709)        4,656         10,610           28,877          55,285

<FN>

1.  The  historical  consolidated  financial  results  for the  Company  are not
    comparable  from  year  to  year  because  of  the  acquisition  of  various
    broadcasting  properties  by the  Company  during the periods  covered.  See
    "Business--Background"   and   "Management's   Discussion  and  Analysis  of
    Financial Condition and Results of Operations",  appearing elsewhere in this
    Report.
2.  See Notes 1(f) and 2 of the Notes to the Company's Consolidated Financial 
    Statements, appearing elsewhere in this Report.

</FN>
</TABLE>



                                       14

<PAGE>




ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
              RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

Year Ended December 31, 1995 Compared to Year Ended December 31, 1994

         Net revenues for the year ended December 31, 1995 were  $325,706,000 as
compared to  $274,120,000  for the year ended  December 31, 1994, an increase of
approximately  19%.  The  increase  was due  principally  to higher  advertising
revenues  at most  of the  Company's  stations  and the  acquisitions  of  radio
stations KRTH- FM (Los Angeles) in February 1994, WPGC-AM/FM (Washington,  D.C.)
and WXYT-AM (Detroit) in June 1994  (collectively the "1994  Acquisitions")  and
the  acquisition  of KLUV-FM  (Dallas/Ft.  Worth) in April 1995.  On a pro forma
basis, assuming the above acquisitions had occurred as of the beginning of 1994,
net  revenues  for the year ended  December  31,  1995 would have  increased  by
approximately 12%.

         Station operating  expenses  (excluding  depreciation and amortization)
for  the  year  ended  December  31,  1995  were  $167,285,000  as  compared  to
$143,249,000  for the year ended December 31, 1994, an increase of approximately
17%.  The  increase  was due  principally  to the above  acquisitions,  expenses
associated with higher revenues and higher programming  expenses. On a pro forma
basis, assuming the above acquisitions had occurred as of the beginning of 1994,
station operating expenses in 1995 would have increased by approximately 10%.

         Depreciation and  amortization  expense for the year ended December 31,
1995 was  $50,482,000 as compared to $46,606,000 for the year ended December 31,
1994, an increase of approximately $3,876,000 or 8%. The increase was due to the
depreciation and amortization expense associated with the above acquisitions.

         Operating  income for the year ended December 31, 1995 was $101,804,000
as compared to $78,632,000  for the year ended December 31, 1994, an increase of
approximately  29%. The increase was due principally to improved  results at the
Company's radio stations.

         Net  financing  expense  (defined as  interest  expense  less  interest
income)  for the year ended  December  31, 1995 was  $43,998,000  as compared to
$44,529,000  for the year ended  December 31, 1994, a decrease of  approximately
1%.  The  decrease  was due to lower  debt  levels,  in part as a result  of the
proceeds of  approximately  $269,000,000  from a public  offering of  12,750,000
shares of the Company's Common Stock in October 1995.

         Income taxes,  consisting  principally of state and local income taxes,
for the year ended December 31, 1995 were $1,588,000 as compared to $890,000 for
the year ended  December 31, 1994,  an increase of $698,000.  No federal  income
taxes have been provided as a result of available tax loss carryforwards.

         Net  earnings  for the year ended  December  31,  1995 was  $54,503,000
($0.53  per share) as  compared  to  $33,213,000  ($0.33 per share) for the year
ended December 31, 1994, an increase of approximately $21,290,000 or 64%.

         In December  1995,  the  Financial  Accounting  Standards  Board issued
Statement  No. 123,  "Accounting  for  Stock-Based  Compensation"  ("SFAS 123"),
effective  for years  beginning  after  December 15,  1995.  Under SFAS 123, the
Company may elect either a "fair  value" based method or the current  "intrinsic
value" based method of accounting for its stock-based compensation arrangements.
If the Company were to elect the  "intrinsic  value" based  method,  the Company
would be required to disclose in the footnotes to the financial

                                       15

<PAGE>



statements  net income and  earnings per share  computed  under the "fair value"
based  method.  The  Company  will elect the  "intrinsic  value"  based  method.
Accordingly,  the  adoption of SFAS 123 will not impact the  Company's  reported
results of operations or financial condition.


Year Ended December 31, 1994 Compared to Year Ended December 31, 1993

         Net revenues for the year ended December 31, 1994 were  $274,120,000 as
compared to  $204,522,000  for the year ended  December 31, 1993, an increase of
approximately  34%.  The  increase  was due  principally  to higher  advertising
revenues at most of the Company's stations and the 1994  Acquisitions.  On a pro
forma basis,  assuming the 1994 Acquisitions had occurred as of the beginning of
1993,  net revenues for the year ended December 31, 1994 would have increased by
approximately 14%.

         Station operating  expenses  (excluding  depreciation and amortization)
for  the  year  ended  December  31,  1994  were  $143,249,000  as  compared  to
$109,601,000  for the year ended December 31, 1993, an increase of approximately
31%.  The  increase  was due  principally  to the above  acquisitions,  expenses
associated with higher revenues and higher programming  expenses. On a pro forma
basis, assuming the above acquisitions had occurred as of the beginning of 1993,
station operating expenses in 1994 would have increased by approximately 11%.

         Depreciation and  amortization  expense for the year ended December 31,
1994 was  $46,606,000 as compared to $38,853,000 for the year ended December 31,
1993,  an increase of  approximately  $7,753,000 or 20%. The increase was due to
the   depreciation   and   amortization   expense   associated  with  the  above
acquisitions.

         Operating  income for the year ended December 31, 1994 was  $78,632,000
as compared to $51,232,000  for the year ended December 31, 1993, an increase of
approximately  53%. The increase was due principally to improved  results at the
Company's radio stations.

         Net  financing  expense  (defined as  interest  expense  less  interest
income)  for the year ended  December  31, 1994 was  $44,529,000  as compared to
$36,291,000  for the year ended December 31, 1993, an increase of  approximately
23%. The increase was due  principally  to  additional  borrowings in connection
with the above acquisitions as well as higher interest rates during 1994.

         Income taxes,  consisting  principally of state and local income taxes,
for the year ended  December 31, 1994 were  $890,000 as compared to $606,000 for
the year ended  December 31, 1993,  an increase of $284,000.  No federal  income
taxes have been provided as a result of available tax loss carryforwards.

         Net  earnings  for the year ended  December  31,  1994 was  $33,213,000
($0.33  per share) as  compared  to  $14,335,000  ($0.15 per share) for the year
ended December 31, 1993, an increase of approximately $18,878,000 or 132%.











                                       16

<PAGE>



LIQUIDITY AND CAPITAL RESOURCES


         For the year ended  December  31,  1995,  net cash flow from  operating
activities was approximately $86,138,000 as compared to $73,944,000 for the year
ended  December 31, 1994, an increase of  approximately  $12,194,000 or 16%. The
increase was  principally  due to higher  earnings in 1995  partially  offset by
higher working capital requirements.

         The net cash flow from operating activities of approximately
$86,138,000 together with proceeds of approximately $269,852,000 from a public
offering of the Company's Common Stock were used principally to finance
acquisitions of approximately $53,000,000, purchase treasury stock of
$24,838,000 million and repay debt of approximately $264,366,000.

          In April 1995, the Company  acquired  Dallas,  Ft. Worth radio station
KLUV-FM from TK Communications, Inc. for approximately $51 million, plus costs.

         In January 1996, the Company  completed the acquisition of the Alliance
stations for approximately $275 million. The purchase price was financed by bank
borrowings .

         In March 1996, the Company completed the acquisition of all of the
outstanding stock of TDI Worldwide, Inc. for approximately $300 million. The
purchase price was financed by bank borrowings of approximately $230 million and
through the issuance of approximately 2.4 million newly issued shares of Class 
A Common Stock.

          The Company intends to borrow funds in order to complete the Granum
Acquisition, offset in part by proceeds from the KYCW-FM Disposition. 

          As of March 27, 1996, the Company has approximately $132,000,000 
available under its bank credit agreement for acquisitions and general 
corporate purposes.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The  information  called  for by this  Item is  included  on Pages  F-1
through  F-15  of this  Report  on  Form  10-K  and is  incorporated  herein  by
reference.


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
              AND FINANCIAL DISCLOSURE

         The information called for by this Item is not applicable.



                                       17

<PAGE>



                                    PART III

         The information required in this Part is incorporated by reference from
the registrant's  definitive proxy statement (to be filed pursuant to Regulation
14A).


                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
             FORM 8-K

                  (a) 1. Financial Statements.
                      2. Financial Statement Schedules.

         The  financial  statements  and  schedule  listed  in the  index to the
Consolidated Financial Statements of the Company that appears on Page 25 of this
Report on Form 10-K are filed as part of this Report.

                      3.  Exhibits

Exhibit
NUMBER                               DESCRIPTION OF EXHIBIT

                                                                        
2(a)              Securities Purchase Agreement, dated as of September 30, 1991,
                  by and among the Company, Michael A. Wiener, Gerald Carrus,
                  Mel Karmazin, and Shearson Lehman Hutton Capital Partners II,
                  L.P., Shearson Lehman Hutton Merchant Banking Portfolio
                  Partnership L.P., Shearson Lehman Hutton Offshore Investment
                  Partnership L.P., and Shearson Lehman Hutton Offshore
                  Investment Partnership Japan L.P. (collectively, the "Lehman
                  Investors"). (This exhibit can be found as Exhibit 2(a) to the
                  Company's Quarterly Report on Form 10-Q for the quarter ended
                  September 30, 1991 (File No. 0-14702) and is incorporated
                  herein by reference.) 
2(b)              Asset Purchase Agreement, dated as of August 15, 1992, between
                  Cook Inlet Radio Partners, L.P., Cook Inlet Radio License
                  Partnership, L.P., Infinity Broadcasting Corporation of
                  Chicago, Infinity Broadcasting Corporation of Atlanta,
                  Infinity Broadcasting Corporation of Boston and the Company.
                  (This exhibit can be found as Exhibit 2(c) to the Company's
                  Quarterly Report on Form 10-Q for the quarter ended September
                  30, 1992 (File No. 0-14702) and is incorporated herein by
                  reference.)
2(c)              Asset Purchase Agreement, dated as of September 25, 1992,
                  between Spectacor Broadcasting, L.P. and Infinity Broadcasting
                  Corporation of Philadelphia. (This exhibit can be found as
                  Exhibit 2(d) to the Company's Quarterly Report on Form 10-Q
                  for the quarter ended September 30, 1992 (File No. 0-14702)
                  and is incorporated herein by reference.)
2(d)              Purchase Agreement, dated as of June 16, 1993, among Beasley
                  FM Acquisition Corp., Infinity Broadcasting Corporation of
                  California and the Company. (This exhibit can be found as
                  Exhibit 2(e) to the Company's Quarterly Report on Form 10-Q
                  for the quarter ended June 30, 1993 (File No. 0-14702) and is
                  incorporated herein by reference.)
2(e)              Asset Purchase Agreement, dated as of October 4, 1993, between
                  Cook Inlet Radio Partners, L.P. and Cook Inlet Radio License
                  Partnership, L.P. and Infinity Broadcasting Corporation of
                  Maryland and the Company. (This exhibit can be found as
                  Exhibit 2(f) to the Company's Quarterly Report on Form 10-Q
                  for the quarter ended September 30, 1993 (File No. 0-14702)
                  and is incorporated herein by reference.)



                                       18

<PAGE>



Exhibit
NUMBER                               DESCRIPTION OF EXHIBIT

2(f)              Asset Purchase Agreement, dated as of March 8, 1994, by and
                  between Fritz Broadcasting, Inc., Infinity Broadcasting
                  Corporation of Detroit and the Company. (This exhibit can be
                  found as Exhibit 2(h) to the Company's Annual Report on Form
                  10-K for the fiscal year ended December 31, 1993 (File No.
                  0-14702) and is incorporated herein by reference.)
2(g)              Asset Purchase Agreement, dated as of September 12, 1994, by
                  and between TK Communications, Inc. and Infinity Broadcasting
                  Corporation of Dallas. (This exhibit can be found as Exhibit
                  2(f) to the Company's Quarterly Report on Form 10-Q for the
                  quarter ended September 30, 1994 (File No. 0-14702) and is
                  incorporated herein by reference.)
2(h)              Purchase  Agreement,  dated September 22, 1995,  among each of
                  the entities  identified in Schedule 1.0(a) thereto,  Alliance
                  Broadcasting,   L.P.,  each  of  the  entities  identified  in
                  Schedule 1.0(b) thereto,  Infinity Broadcasting Corporation of
                  Los Angeles  and the  Company.  (This  exhibit can be found as
                  Exhibit  2(a)  to the  Company's  Report  on Form  8-K,  dated
                  September  27,  1995 (File No.  0-14702)  and is  incorporated
                  herein by reference.)
2(i)              Stock  Purchase  Agreement,  dated as of February 22, 1996, by
                  and among the Company, William M. Apfelbaum, each of the other
                  stockholders of TDI Worldwide, Inc. identified on Schedule 4.2
                  thereto,   including  a  list  of  omitted  schedules  and  an
                  undertaking by the Company to furnish supplementally a copy of
                  any such  omitted  schedule  to the  Securities  and  Exchange
                  Commission upon request.
2(j)              Stock Purchase  Agreement,  dated as of March 3, 1996, between
                  the  Company  and Granum  Holdings  L.P.,  including a list of
                  omitted schedules and an undertaking by the Company to furnish
                  supplementally  a copy of any  such  omitted  schedule  to the
                  Securities and Exchange Commission upon request.
3(a)              Restated  Certificate  of  Incorporation  of the  Company,  as
                  amended  October  22,  1993.  (This  exhibit  can be  found as
                  Exhibit 3 to the Company's  Quarterly  Report on Form 10-Q for
                  the quarter ended September 30, 1993 (File No. 0-14702) and is
                  incorporated herein by reference.)
3(b)              Certificate   of   Amendment   of  Restated   Certificate   of
                  Incorporation,  filed on August 9, 1995.  (This exhibit can be
                  found as Exhibit  3(b) to the  Company's  Quarterly  Report on
                  Form  10-Q for the  quarter  ended  June 30,  1995  (File  No.
                  0-14702) and is incorporated herein by reference.)
3(c)              Amended and Restated By-Laws of the Company. (This exhibit can
                  be  found  as  Exhibit  3(b)  to  the  Company's  Registration
                  Statement on Forms S-1 and S-3 (Registration No. 33-46118) and
                  is incorporated herein by reference.)
4(a)              Indenture, dated as of March 24, 1992, between the Company and
                  Bank of Montreal Trust Company, as Trustee.  (This exhibit can
                  be  found  as  Exhibit  4(c)  to  the  Company's  Registration
                  Statement  on Form  S-3  (Registration  No.  33-61348)  and is
                  incorporated herein by reference.)
4(b)              Second Amended and Restated Credit Agreement, dated as of
                  December 22, 1994, between the Company and each of the lenders
                  identified under the caption "Banks" on the signature pages
                  thereof (the "Banks"), The Chase Manhattan Bank (National
                  Association), as Administrative Agent for the Banks, Bank of
                  America Illinois, Bank of Montreal, The Bank of New York,
                  Chemical Bank, Compagnie Financiere de CIC et de L'Union
                  Europeenne, The First National Bank of Boston and National
                  Westminster Bank USA, as co-agents for the Banks, and Chemical
                  Bank, as collateral agent for the Banks, including the form of
                  the separate Amended and Restated Loan Agreements, between
                  each of Hemisphere Broadcasting Corporation, Sagittarius
                  Broadcasting Corporation, Infinity Broadcasting Corporation of
                  Boston and Infinity Broadcasting Corporation of California and
                  The Chase Manhattan Bank (National Association) as
                  Administrative Agent, attached thereto as Exhibit B. (This
                  exhibit can be found as Exhibit 4(b) to the Company's Annual
                  Report on Form 10-K for the fiscal year ended December 31,
                  1994 (File No. 0-14702) and is incorporated herein by
                  reference.)

                                       19

<PAGE>




Exhibit
NUMBER                               DESCRIPTION OF EXHIBIT

4(c)              Amendment No. 1 dated as of June 23, 1995, to the Second
                  Amended and Restated Credit Agreement, dated as of December
                  22, 1994, between the Company and the banks that are
                  signatories thereto. (This exhibit can be found as Exhibit
                  10.01 to the Company's Registration Statement of Form S-3
                  (Registration No. 33-61081) and is incorporated herein by
                  reference.)
4(d)              Second Amended and Restated Security Agreement, dated as of
                  December 22, 1994, between the Company, each of the
                  subsidiaries of the Company identified under the caption
                  "Subsidiaries" on the signature pages thereof, and Chemical
                  Bank, as collateral agent for the Banks. (This exhibit can be
                  found as Exhibit 4(c) to the Company's Annual Report on Form
                  10-K for the fiscal year ended December 31, 1994 (File No.
                  0-14702) and is incorporated herein by reference.) 
4(e)              Amended and Restated Stockholders' Agreement, dated as of
                  February 5, 1992, among the Company, Michael A. Wiener, Gerald
                  Carrus, Mel Karmazin and the Lehman Investors. (This exhibit
                  can be found as Exhibit 4(j) to the Company's Registration
                  Statement on Forms S-1 and S-3 (Registration No. 33-46118) and
                  is incorporated herein by reference.) 
4(f)              Warrant Certificate, dated January 28, 1992, certifying that
                  Shearson Lehman Hutton Capital Partners II L.P. is the owner
                  of warrants to purchase 2,366,949 shares of Class C Common
                  Stock, par value $.002 per share, of the Company. (This
                  exhibit can be found as Exhibit 4(l) to the Company's
                  Registration Statement on Forms S-1 and S-3 (Registration No.
                  33-46118) and is incorporated herein by reference.) 
4(g)              Warrant Certificate, dated January 28, 1992, certifying that
                  Lehman Brothers Merchant Banking Portfolio Partnership L.P. is
                  the owner of warrants to purchase 3,481,590 shares of Class C
                  Common Stock, par value $.002 per share, of the Company. (This
                  exhibit can be found as Exhibit 4(m) to the Company's
                  Registration Statement on Forms S-1 and S-3 (Registration No.
                  33-46118) and is incorporated herein by reference.) 
4(h)              Warrant Certificate, dated December 14, 1993, certifying that
                  Shearson Lehman Hutton Offshore Investment Partnership L.P. is
                  the owner of warrants to purchase 769,465 shares of Class C
                  Common Stock, par value $.002 per share, of the Company. (This
                  exhibit can be found as Exhibit 4(j) to the Company's Annual
                  Report on Form 10-K for the fiscal year ended December 31,
                  1993 (File No. 0-14702) and is incorporated herein by
                  reference.) 
4(i)              Warrant Certificate, dated December 14, 1993,
                  certifying that Shearson Lehman Hutton Offshore Investment
                  Partnership Japan L.P. is the owner of warrants to purchase
                  2,317,522 shares of Class C Common Stock, par value $.002 per
                  share, of the Company. (This exhibit can be found as Exhibit
                  4(k) to the Company's Annual Report on Form 10-K for the
                  fiscal year ended December 31, 1993 (File No. 0-14702) and is
                  incorporated herein by reference.) 
4(j)              Securities Exchange Agreement, dated as of January 28, 1992,
                  among the Company and the Lehman Investors. (This exhibit can
                  be found as Exhibit 4(p) to the Company's Registration
                  Statement on Forms S-1 and S-3 (Registration No. 33-46118) and
                  is incorporated herein by reference.) 
10(a)*            Employment Agreement, dated as of December 30, 1985, between
                  the Company and Michael -- A. Wiener. (This exhibit can be
                  found as Exhibit 10(a) to the Company's Registration Statement
                  on Form S-1 (Registration No. 33-5190) and is incorporated
                  herein by reference.) 
10(b)*            Employment Agreement, dated as of December 30, 1985, between
                  the Company and Gerald -- Carrus. (This exhibit can be found
                  as Exhibit 10(b) to the Company's Registration Statement on
                  Form S-1 (Registration No. 33-5190) and is incorporated herein
                  by reference.)


               *    Denotes   management   contract  or  compensatory   plan  or
                    arrangement  required to be filed as an exhibit  pursuant to
                    item 14(c) of Form 10-K.

                                       20

<PAGE>




Exhibit
NUMBER                                                   DESCRIPTION OF EXHIBIT

10(c)*            Employment Agreement, dated as of September 10, 1990, between
                  the Company and Mel Karmazin. (This exhibit can be found as
                  Exhibit 28(a) to the Company's Quarterly Report on Form 10-Q
                  for the quarter ended September 30, 1990 (File No. 0-14702)
                  and is incorporated herein by reference.)
10(d)*            First Amendment, dated September 30, 1991, to the Employment
                  Agreement, dated as of September 10, 1990, between the Company
                  and Mel Karmazin. (This exhibit can be found as Exhibit 10(d)
                  to the Company's Registration Statement on Forms S-1 and S-3
                  (Registration No. 33-44568) and is incorporated herein by
                  reference.)
10(e)*            Second Amendment, dated February 4, 1992, to the Employment
                  Agreement, dated as of September 10, 1990, between the Company
                  and Mel Karmazin. (This exhibit can be found as Exhibit 10(e)
                  to the Company's Registration Statement on Forms S-1 and S-3
                  (Registration No. 33-46118) and is incorporated herein by
                  reference.)
10(f)*            Third Amendment, effective as of June 14, 1993, to the
                  Employment Agreement, dated as of September 10, 1990, between
                  the Company and Mel Karmazin. (This exhibit can be found as
                  Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q
                  for the quarter ended June 30, 1993 (File No. 0-14702) and is
                  incorporated herein by reference.)
10(g)*            Fourth Amendment, effective as of August 16, 1993, to the
                  Employment Agreement, dated as of September 10, 1990, between
                  the Company and Mel Karmazin. (This exhibit can be found as
                  Exhibit 10(b) to the Company's Quarterly Report on Form 10-Q
                  for the quarter ended June 30, 1993 (File No. 0-14702) and is
                  incorporated herein by reference.)
10(h)*            Fifth Amendment, effective as of November 19, 1993, to the
                  Employment Agreement, dated as of September 10, 1990, between
                  the Company and Mel Karmazin. (This exhibit can be found as
                  Exhibit 10(d) to the Company's Quarterly Report on Form 10-Q
                  for the quarter ended September 30, 1993 (File No. 0-14702)
                  and is incorporated herein by reference.)
10(i)*            Sixth Amendment, effective as of March 30, 1994, to the
                  Employment Agreement, dated as of September 10, 1990, between
                  the Company and Mel Karmazin. (This exhibit can be found as
                  Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q
                  for the quarter ended March 31, 1994 (File No. 0-14702) and is
                  incorporated herein by reference.)
10(j)*            Seventh Amendment, effective as of May 19, 1995, to the
                  Employment Agreement, dated September 10, 1990, between the
                  Company and Mel Karmazin. (This exhibit can be found as
                  Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q
                  for the quarter ended March 31, 1995 (File No. 0-14702) and is
                  incorporated herein by reference.)
10(k)*            The Company's Stock Option Plan, amended and restated as of
                  August 16, 1993. (This exhibit can be found as Exhibit 10(j)
                  to the Company's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 1993 (File No. 0-14702) and is
                  incorporated herein by reference.)
10(l)*            Amendment, effective as of November 19, 1993, to the Company's
                  Stock Option Plan, as amended and restated as of August 16,
                  1993. (This exhibit can be found as Exhibit 10(k) to the
                  Company's Annual Report on Form 10-K for the fiscal year ended
                  December 31, 1993 (File No. 0-14702) and is incorporated
                  herein by reference.)
10(m)*            Amendment, adopted March 30, 1994, to the Company's Stock
                  Option Plan, as amended and restated as of August 16, 1993.
                  (This exhibit can be found as Exhibit 10(l) to the Company's
                  Annual Report on Form 10-K for the fiscal year ended December
                  31, 1993 (File No. 0-14702) and is incorporated herein by
                  reference.)
10(n)*            Amendment, dated as of June 15, 1995, to the Company's Stock
                  Option Plan.


               *    Denotes   management   contract  or  compensatory   plan  or
                    arrangement  required to be filed as an exhibit  pursuant to
                    item 14(c) of Form 10-K.

                                       21

<PAGE>




Exhibit
NUMBER                               DESCRIPTION OF EXHIBIT

10(o)*            The Company's Deferred Share Plan, amended and restated as of
                  August 16, 1993. (This exhibit can be found as Exhibit 10(m)
                  to the Company's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 1993 (File No. 0-14702) and is
                  incorporated herein by reference.)
10(p)*            Amendment, effective as of November 19, 1993, to the Company's
                  Deferred Share Plan, as amended and restated as of August 16,
                  1993. (This exhibit can be found as Exhibit 10(n) to the
                  Company's Annual Report on Form 10-K for the fiscal year ended
                  December 31, 1993 (File No. 0-14702) and is incorporated
                  herein by reference.)
10(q)*            Amendment, dated as of June 15, 1995, to the Company's
                  Deferred Share Plan, as amended and restated as of August 16,
                  1993.
10(r)*            The Company's Cash Bonus Compensation Plan, adopted on March
                  30, 1994. (This exhibit can be found as Exhibit 10(o) to the
                  Company's Annual Report on Form 10-K for the fiscal year ended
                  December 31, 1993 (File No. 0-14702) and is incorporated
                  herein by reference.)
10(s)*            Indemnity Agreement, dated as of February 27, 1986, between
                  the Company and Michael A. Wiener. (This exhibit can be found
                  as Exhibit 10(f) to the Company's Registration Statement on
                  Form S-1 (Registration No. 33-5190) and is incorporated herein
                  by reference.)
10(t)*            Indemnity Agreement, dated as of February 27, 1986, between
                  the Company and Gerald Carrus. (This exhibit can be found as
                  Exhibit 10(g) to the Company's Registration Statement on Form
                  S-1 (Registration No. 33-5190) and is incorporated herein by
                  reference.)
10(u)*            Indemnity Agreement, dated as of February 7, 1986, between the
                  Company and Mel Karmazin. (This exhibit can be found as
                  Exhibit 10(h) to the Company's Registration Statement on Form
                  S-1 (Registration No. 33-5190) and is incorporated herein by
                  reference.)
10(v)*            Indemnity Agreement, dated as of June 22, 1987, between the
                  Company and Farid Suleman. (This exhibit can be found as
                  Exhibit 10(j) to the Company's Registration Statement on Form
                  S-1 (Registration No. 33-15285) and is incorporated herein by
                  reference.)
10(w)*            Indemnity Agreement, dated as of February 4, 1992, between the
                  Company and Steven A. Lerman. (This exhibit can be found as
                  Exhibit 10(l) to the Company's Registration Statement on Forms
                  S-1 and S-3 (Registration No. 33-46118) and is incorporated
                  herein by reference.)
10(x)*            Indemnity Agreement, dated as of November 9, 1992, between the
                  Company and Alan R. Batkin. (This exhibit can be found as
                  Exhibit 10(m) to the Company's Report on Form 10-K for the
                  year ended December 31, 1992 (File No. 0-14702) and is
                  incorporated herein by reference.)
10(y)*            Indemnity Agreement, dated as of October 18, 1994, between the
                  Company and Jeffrey Sherman. (This exhibit can be found as
                  Exhibit 10(v) to the Company's Report on Form 10-K for the
                  year ended December 31, 1994 (File No. 0-14702) and is
                  incorporated herein by reference.)
10(z)*            Stock Option Agreement, dated as of June 27, 1988, between the
                  Company, as successor to WCK, and Mel Karmazin. (This exhibit
                  can be found as Exhibit (c)(2) to the Statement on Schedule
                  13E-3 filed pursuant to Rule 13e-3 by WCK, the Management
                  Investors (Michael A. Wiener, Gerald Carrus and Mel Karmazin)
                  and the Company and is incorporated herein by reference.)
10(aa)*           Amendment Agreement, dated as of August 2, 1988, to Stock
                  Option Agreement dated as of June 27, 1988, between the
                  Company, as successor to WCK, and Mel Karmazin. (This exhibit
                  can be found as Exhibit 9(c)(7) to Amendment No. 3 to Schedule
                  14D-1 filed by the Company as successor to WCK and is
                  incorporated herein by reference.)

               *    Denotes   management   contract  or  compensatory   plan  or
                    arrangement  required to be filed as an exhibit  pursuant to
                    item 14(c) of Form 10-K.

                                       22

<PAGE>




Exhibit
NUMBER                               DESCRIPTION OF EXHIBIT

10(bb)*           Amendment No. 1 to Stock Option Agreement, dated as of October
                  14, 1988, between the Company and Mel Karmazin. (This exhibit
                  can be found as Exhibit 4(l) to the Company's Annual Report on
                  Form 10-K for the year ended December 25, 1988 (File No.
                  0-14702) and is incorporated herein by reference.)
10(cc)*           Warrant Certificate, dated September 30, 1991, certifying that
                  Mel Karmazin is the owner of warrants to purchase shares of
                  Class A Common Stock, par value $.002 per share, of the
                  Company. (This exhibit can be found as Exhibit 10(p) to the
                  Company's Registration Statement on Forms S-1 and S-3
                  (Registration No. 33-46118) and is incorporated herein by
                  reference.)
10(dd)            Amended and Restated Credit Agreement, Purchase and Release
                  Agreement, dated as of February 3, 1994, among Unistar Radio
                  Networks, Inc. (formerly known as Unistar Holdings, Inc.),
                  UCGI, Inc. (formerly known as Unistar Communications Group,
                  Inc.), TMRG, Inc. (formerly known as The Market Research
                  Group, Inc.), The Chase Manhattan Bank (National Association),
                  as lender and as agent, the Company and Novastar, Inc. (This
                  exhibit can be found as Exhibit 10(dd) to the Company's Annual
                  Report on Form 10-K for the fiscal year ended December 31,
                  1993 (File No. 0-14702) and is incorporated herein by
                  reference.)
10(ee)            Securities Purchase Agreement, dated as of November 4, 1993,
                  between Westwood One, Inc. and Infinity Network Inc. (This
                  exhibit can be found as Exhibit 10(b) to the Company's
                  Quarterly Report on Form 10-Q for the quarter ended September
                  30, 1993 (File No. 0-14702) and is incorporated herein by
                  reference.)
10(ff)            Stock Purchase Agreement, dated as of November 4, 1993, among
                  UCGI, Inc. (formerly known as Unistar Communications Group,
                  Inc.), Unistar Radio Networks, Inc., the Company and Westwood
                  One,Inc. and Infinity Network Inc. (This exhibit can be found
                  as Exhibit 10(a) to the Company's Report on Form 8-K filed on
                  November 17, 1993 (File No. 0-14702) and is incorporated
                  herein by reference.)
10(gg)            Management Agreement, dated as of February 3, 1994, between
                  Westwood One, Inc. and the Company. (This exhibit can be found
                  as Exhibit 10(gg) to the Company's Annual Report on Form 10-K
                  for the fiscal year ended December 31, 1993 (File No. 0-14702)
                  and is incorporated herein by reference.)
21                Subsidiaries of the Company.
23                Consent of KPMG Peat Marwick LLP, Independent Certified
                  Public Accountants.
27                Financial Data Schedule.


         (b)  Reports on Form 8-K

         No  Reports  on Form 8-K were  filed by the  Company  during the fourth
quarter of the fiscal year covered by this Report.









               *    Denotes   management   contract  or  compensatory   plan  or
                    arrangement  required to be filed as an exhibit  pursuant to
                    item 14(c) of Form 10-K.

                                       23

<PAGE>




                                   SIGNATURES


         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the  undersigned,  thereunto duly  authorized,  on the 27th day of
March, 1996.

                                         INFINITY BROADCASTING CORPORATION   
                                                                             
                                                  /s/  MICHAEL A. WIENER     
                                         BY..............................    
                                                      Michael A. Wiener,     
                                                   CO-CHAIRMAN OF THE BOARD  
                                                  OF DIRECTORS AND SECRETARY 
                                       

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities and on the dates indicated.


   /s/ Michael A. Wiener         March 27, 1996            
 . . . . . . . . . . . . . . .    . . . . . . . .      
     Michael A. Wiener                 Date          
Co-Chairman of the Board of                           
  Directors and Secretary                             
                                                     
    /s/ Gerald Carrus            March 27, 1996 
 . . . . . . . . . . . . . . .    . . . . . . . .
       Gerald Carrus                   Date    
   Chairman of the Board                          
of Directors and Treasurer                        

    /s/ Mel Karmazin             March 27, 1996     
 . . . . . . . . . . . . . . .    . . . . . . . .    
        Mel Karmazin                   Date         
  Director, President, and                          
  Chief Executive Officer                           

    /s/ Farid Suleman            March 27, 1996   
 . . . . . . . . . . . . . . .    . . . . . . . .  
        Farid Suleman                  Date      
Director, Vice President--Finance,                       
   and Chief Financial Officer                         
                                                       
    /s/ James A. Stern           March 27, 1996      
 . . . . . . . . . . . . . . .    . . . . . . . .     
       James A. Stern                  Date          
          Director                                   

    /s/ James L. Singleton       March 27, 1996   
 . . . . . . . . . . . . .  .    . . . . . . . .  
        James L. Singleton             Date      
              Director                                   

    /s/ Steven A. Lerman         March 27, 1996       
 . . . . . . . . . . . . . . .    . . . . . . . .       
       Steven A. Lerman                Date           
          Director                                    


    /s/ Alan R. Batkin           March 27, 1996 
 . . . . . . . . . . . . . . .    . . . . . . . .
        Alan R. Batkin                 Date    
           Director                                 

    /s/ Jeffrey Sherman          March 27, 1996
 . . . . . . . . . . . . . . .    . . . . . . . . 
      Jeffrey Sherman                  Date
          Director



-------------------
* Mr. Suleman also performs the functions of Chief Accounting Officer





                                       24

<PAGE>



                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                        AND FINANCIAL STATEMENT SCHEDULES
                     COVERED BY INDEPENDENT AUDITORS' REPORT

                                  (Item 14(a)1)

                                                                          PAGE

Independent Auditors' Report........................................       F-1
Consolidated balance sheets as of December 31, 1994 and 1995........       F-2
Consolidated statements of earnings for each of the years in 
   the three-year period ended December 31, 1995....................       F-3
Consolidated statements of changes in stockholders' equity 
   (deficiency) for each of the years in the three-year period 
   ended December 31, 1995..........................................       F-4
Consolidated statements of cash flows for each of the years in 
   the three-year period ended December 31, 1995....................       F-5
Notes to consolidated financial statements..........................       F-6

Financial statement schedule for each of the years in the 
   three-year period ended December 31, 1995

II Valuation and qualifying accounts................................      F-15


         All other schedules have been omitted because the required  information
either is not applicable or is shown in the consolidated financial statements or
notes thereto.


























                                       25

<PAGE>



                          INDEPENDENT AUDITORS' REPORT


The Board of Directors and Stockholders
Infinity Broadcasting Corporation:


We have audited the consolidated  financial statements of Infinity  Broadcasting
Corporation and subsidiaries as listed in the accompanying  index. In connection
with our audits of the consolidated  financial  statements,  we also audited the
financial  statement  schedule  as  listed  in  the  accompanying  index.  These
consolidated  financial  statements  and  financial  statement  schedule are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these  consolidated  financial  statements  and  financial  statement
schedule based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in  all  material   respects,   the  financial   position  of  Infinity
Broadcasting  Corporation and subsidiaries as of December 31, 1994 and 1995, and
the  results of their  operations  and their cash flows for each of the years in
the  three-year  period ended  December 31, 1995, in conformity  with  generally
accepted  accounting  principles.  Also in our  opinion,  the related  financial
statement  schedule,  when  considered  in  relation  to the basic  consolidated
financial  statements  taken  as a  whole,  presents  fairly,  in  all  material
respects, the information set forth therein.


                                           KPMG PEAT MARWICK LLP



New York, New York
February 6, 1996, except as to Notes 2 and 3,
which are as of March 26, 1996
















                                       F-1

<PAGE>
<TABLE>

               INFINITY BROADCASTING CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

<CAPTION>
                                                                                               Dec. 31,         Dec. 31,
                                                                                                 1994             1995
                                                                                                ------           -----

                                                                                                 (Dollars In Thousands)
<S>                                                                                          <C>              <C>    
ASSETS
Current Assets:
   Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $  7,720         $ 20,340
   Receivables (less allowance of $1,535 in 1994 
      and $2,139 in 1995). . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           76,549           86,720
   Prepaid expenses and other current assets. . . . . . . . . . . . . . . . . . . . . . .         536            1,305
                                                                                              -------          -------
          Total Current Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84,805          108,365
                                                                                              -------          -------
Property and equipment at cost (net of accumulated 
   depreciation of $10,729 in 1994 and $14,676 in 1995). . . . . . . . . . . . . . . . . . .   22,288           20,561
Intangible assets (net of accumulated amortization of 
   $120,950 in 1994 and $147,158 in 1995) . . . . . . . . . . . . . . . . . . . . . . . .. .  441,187          451,220
Other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13,873           14,310
                                                                                              -------          -------
                                                                                             $562,153         $594,456
                                                                                              =======          =======
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current Liabilities:
   Accounts payable and other accrued expenses . . . . . . . . . . . . . . . . . . . .       $ 16,035         $ 18,392
   Accrued compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6,142            6,799
   Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     9,605            7,131
   Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     7,927            4,866
   Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,219           15,892
                                                                                               ------         --------

          Total Current Liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,928           53,080
                                                                                               ------         --------

Long-term debt, . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   531,750          267,384
Commitments and contingencies
Stockholders' equity (deficiency):
Preferred stock, $.01 par value: 1,000,000 shares authorized; none issued. . . .                    -                -
Class A Common Stock, $.002 par value: 200,000,000 shares authorized;
    64,730,100 shares issued in 1994 and 78,142,278 shares
   issued in 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       129              156
Class B Common Stock, $.002 par value: 17,500,000 shares authorized; issued
   and outstanding 8,651,597 shares in 1994 and 8,325,047 shares in 1995. . . .                    18               17
Class C Common Stock, $.002 par value: 30,000,000 shares authorized; issued
   and outstanding 1,116,257 shares in 1994 and 1995. . . . . . . . . . . . . . . . . .             2               2
Additional paid-in capital. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   260,011          529,837
Retained earnings (deficit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  (250,841)        (196,338)
                                                                                             --------         --------
                                                                                                9,319          333,674
Less treasury stock at cost, 2,934,900 shares in 1994 and 4,191,218 shares
   in 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .(34,844)        ( 59,682)
                                                                                              -------         --------
         Total stockholders' equity (deficiency) . . . . . . . . . . . . . . . . . . . . .    (25,525)         273,992
                                                                                             ---------        --------
                                                                                             $562,153         $594,456
                                                                                             ========         ========

<FN>
See accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>

                                       F-2

<PAGE>
<TABLE>




                               INFINITY BROADCASTING CORPORATION AND SUBSIDIARIES

                                       CONSOLIDATED STATEMENTS OF EARNINGS


<CAPTION>
                                                                    YEAR ENDED DECEMBER 31,

                                                            1993              1994            1995
                                                            ----              ----            ----

                                                                (Dollars and Shares in Thousands
                                                                    Except per share amounts)
<S>                                                        <C>               <C>            <C>
Total revenues. . . . . . . . . . . . . . . . . . . . . . .$234,240          $313,359       $ 372,429
   Less agency commissions. . . . . . . . . . . . . . . .    29,718            39,239          46,723
                                                           ---------         ---------       ---------
      Net revenues. . . . . . . . . . . . . . . . . . . . . 204,522           274,120         325,706
                                                            -------          --------        ---------

Station operating expenses excluding depreciation and
   amortization. . . . . . . . . . . . . . . . . . . . . .  109,601           143,249         167,285
Depreciation and amortization . . . . . . . . . . . . . .    38,853            46,606          50,482
Corporate general and administrative expenses . . . . .       4,836             5,633           6,135
                                                           ----------        ---------       ----------
                                                            153,290           195,488         223,902
                                                           ---------         --------        --------
   Operating income . . . . . . . . . . . . . . . . . . . .  51,232            78,632         101,804
                                                            --------         ---------       --------

Other income (expense)
   Interest expense . . . . . . . . . . . . . . . . . . . . (36,776)          (44,689)        (44,385)
   Interest income. . . . . . . . . . . . . . . . . . . . .     485               160             387
   Other expense . . . . . . . . . . . . . . . . . . . . . .      -                 -          (1,715)
                                                            ----------       ----------      ---------
Earnings before income taxes. . . . . . . . . . . . . . .    14,941            34,103          56,091
Income taxes. . . . . . . . . . . . . . . . . . . . . . . .     606               890           1,588
                                                             --------        ---------       ---------
Net earnings . . . . . . . . . . . . . . . . . . . . . . . $ 14,335          $ 33,213        $ 54,503
                                                            ========         ========        ========


Net earnings per common share. . . . . . . . . . . . . .   $   0.15          $   0.33        $    .53
                                                           =========         ========       =========
Weighted average shares outstanding. . . . . . . . . . .     93,083           100,709         102,903
                                                           =========         ========       =========




<FN>
See accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>

                                       F-3

<PAGE>
<TABLE>




                                    INFINITY BROADCASTING CORPORATION AND SUBSIDIARIES

                          CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
                                       Years Ended December 31, 1993, 1994 and 1995
                                                      (In Thousands)



<CAPTION>
                                       Class A                Class B                Class C
                                     COMMON STOCK           COMMON STOCK           COMMON STOCK      
                                                                                                     
                                                                                                     

                                  SHARES       AMT        SHARES       AMT       SHARES       AMT    
                                  ------       ---        ------       ---       ------       ---    
<S>                              <C>         <C>         <C>          <C>       <C>          <C>         
Balance at December 31, 1992     32,639      $65         9,022        $18       11,821       $24      

Net earnings                       -           -             -          -            -         -        

Exercise of Warrants              3,780        8           305          -           95         -        

Issuance of Deferred Shares        -           -         1,341          3            -         -       

Issuance of Class A Common
   Stock                         14,944       30             -          -            -         -      

Conversion of Class B and
   Class C Common Stock to
   Class A Common Stock          12,488       25        (1,688)        (3)     (10,800)      (22)     
                                 ------      ---        -------        ---      -------       ---      

Balance at December 31, 1993     63,851      128         8,980         18        1,116         2        

Net earnings                          -        -             -          -            -         -        

Issuance of Class A Common
   Stock                            550        1             -          -            -         -      

Conversion of Class B Common
   Stock to Class A Common
   Stock                            328        -          (328)         -            -         -     

Treasury Stock acquired               -        -             -          -            -         -     
                                 -------     ---        ------        ---       ------       ----     

Balance at December 31, 1994     64,729      129         8,652         18        1,116         2       

Net earnings                          -        -             -          -            -         -      
 
Issuance of Class A Common
  Stock                          13,086       26             -          -            -         -      

Conversion of Class B Common
  Stock to Class A Common
  Stock                             327        1          (327)        (1)           -         -      

Treasury Stock acquired               -        -             -          -            -         -     
                                 -------     ---        ------         ---       ------       ----     

Balance at December 31, 1995     78,142     $156         8,325         $17        1,116       $2       
                                 ======     ====         =====         ===       ======       ==       

</TABLE>
<PAGE>
<TABLE>




                                    INFINITY BROADCASTING CORPORATION AND SUBSIDIARIES

                          CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
                                       Years Ended December 31, 1993, 1994 and 1995
                                                      (In Thousands)


<CAPTION>


                                
                                        Add'l         Retained          TREASURY STOCK
                                       Paid-in        Earnings
                                       CAPITAL       (DEFICIT)                                   TOTAL

                                                                     SHARES         AMT
                                                                     ------         ---
<S>                                  <C>            <C>            <C>           <C>             <C>    
Balance at December 31, 1992         $159,548       $(298,389)          -            -           $(138,734)

Net earnings                                -          14,335           -            -              14,335

Exercise of Warrants                   10,075               -           -            -              10,083

Issuance of Deferred Shares                (2)              -           -            -                   1

Issuance of Class A Common
   Stock                               90,045               -           -            -              90,075
  
Conversion of Class B and
   Class C Common Stock to
   Class A Common Stock                     -               -           -            -                   -
                                     -----------    -----------    --------     ----------       -----------

Balance at December 31, 1993          259,666        (284,054)          -            -             (24,240)

Net earnings                                -          33,213           -            -              33,213

Issuance of Class A Common
   Stock                                  345               -           -            -                 346

Conversion of Class B Common
   Stock to Class A Common
   Stock                                    -               -           -            -                   -

Treasury Stock acquired                     -               -       2,935        $(34,844)         (34,844)
                                     ----------     -----------    -----          --------         --------

Balance at December 31, 1994          260,011        (250,841)      2,935        (34,844)          (25,525)

Net earnings                                -          54,503           -            -              54,503

Issuance of Class A Common
  Stock                               269,826               -           -            -             269,852

Conversion of Class B Common
  Stock to Class A Common
  Stock                                     -               -           -            -                   -

Treasury Stock acquired                     -               -       1,256       (24,838)           (24,838)
                                     ----------     -----------    ------       -------            -------

Balance at December 31, 1995         $529,837       $(196,338)      4,191        $(59,682)        $273,992
                                     ========       =========       =====        ========         ========




<FN>
See accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>

                                                        F-4

<PAGE>

<TABLE>


                                INFINITY BROADCASTING CORPORATION AND SUBSIDIARIES

                                       CONSOLIDATED STATEMENTS OF CASH FLOWS

<CAPTION>

                                                                                YEARS ENDED DECEMBER 31,


                                                                       1993               1994               1995
                                                                       ----               ----               ----

                                                                                   (Dollars In Thousands)
<S>                                                               <C>                  <C>                <C>  
Net cash flow from operating activities:
   Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . $ 14,335             $ 33,213           $  54,503
   Depreciation and amortization. . . . . . . . . . . . . . . .     38,853               46,606              50,482
   Amortization of deferred financing costs . . . . . . . . .        1,330                2,338               2,056
                                                                  ---------            --------           ---------

                                                                    54,518               82,157             107,041

   Increase in receivables. . . . . . . . . . . . . . . . . . . .  (14,867)             (19,300)            (10,171)
   Decrease (increase) in other current assets. . . . . . . .         (897)               2,442                (769)
   Increase (decrease) in accounts payable and accrued
     expenses . . . . . . . . . . . . . . . . . . . . . . . . . .    3,906                6,550                 (47)
   Increase (decrease) in accrued interest . . . . . . . . . .         821                1,829              (2,474)
   Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . .   (700)                 266              (7,442)
                                                                   ---------           ----------         ---------

Net cash flow from operating activities . . . . . . . . . . .        42,781               73,944             86,138
                                                                  ---------            ---------          ---------

Investing activities:
   Capital expenditures . . . . . . . . . . . . . . . . . . . . .     1,901                1,606              2,789
   Acquisitions:
      Property and equipment . . . . . . . . . . . . . . . . .        4,000                5,920                200
      Intangibles . . . . . . . . . . . . . . . . . . . . . . . . . 117,372              206,725             52,800
      Less liabilities . . . . . . . . . . . . . . . . . . . . . . . (2,430)             (10,331)            (2,415)
                                                                    --------           ---------          ---------

Net cash used for investing activities . . . . . . . . . . . .      120,843              203,920             53,374
                                                                  ---------            ---------          ---------

Cash provided (required) before financing activities . . .          (78,062)            (129,976)            32,764
                                                                  =========            =========          =========

Financing activities:
   Borrowings under debt agreements . . . . . . . . . . . .         126,000              230,000             56,000
   Reduction of debt. . . . . . . . . . . . . . . . . . . . . . .  (141,563)             (63,312)          (320,366)
   Proceeds from issuance of stock. . . . . . . . . . . . . .       100,159                  346            269,852
   Deferred financing costs. . . . . . . . . . . . . . . . . . .          -               (5,607)              (792)
   Repurchase of Class A Common Stock. . . . . . . . . .                  -              (34,844)           (24,838)
   Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . .       -                1,200                  -
                                                                   ---------           ----------         ----------

Net cash provided by (used for) financing activities. . . .          84,596              127,783            (20,144)
      Decrease (increase) in cash and cash equivalents. . .          (6,534)               2,193            (12,620)
                                                                   ---------            ----------         ---------

Total cash provided by (used for) financing activities. . .        $ 78,062             $ 129,976         $ (32,764)
                                                                   ========             =========          =========

<FN>
See accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>


                                       F-5

<PAGE>




                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Summary of Significant Accounting Policies

    (a) PRINCIPLES OF CONSOLIDATION AND PRESENTATION

         The  consolidated  financial  statements  include  the  accounts of the
Company and its wholly-owned radio broadcasting subsidiaries. The preparation of
financial statements in conformity with generally accepted accounting principles
requires  management to make  estimates  and  assumptions  that affect  reported
amounts  and  related  disclosures.  Actual  results  could  differ  from  those
estimates.

    (b) REVENUE RECOGNITION

         Revenues are recognized when advertisements are aired.

    (c) PROPERTY AND EQUIPMENT

         Depreciation is provided on a straight line basis over estimated useful
lives.

    (d) INTANGIBLE ASSETS

         Intangible  assets  including  goodwill are being  amortized over their
estimated  useful lives.  No amortization  period exceeds 40 years.  The Company
periodically  evaluates the value of its  intangible  assets and if the costs of
such assets are in excess of  associated  expected  operating  cash  flows,  the
related assets are written down to fair value.

    (e) INCOME TAXES

         The Company and its subsidiaries file a consolidated Federal income tax
return.

         The Company  accounts  for income  taxes under  Statement  of Financial
Accounting  Standards  No. 109 (FAS 109),  "Accounting  for Income  Taxes" which
requires the use of the asset and liability  method of financial  accounting and
reporting  for  income  taxes.  Deferred  income  taxes  reflect  the  impact of
temporary  differences  between the amount of assets and liabilities  recognized
for financial reporting purposes and the amounts recognized for tax purposes. In
accordance with Statement of Financial Accounting Standards No. 109 the deferred
taxes are measured by applying currently enacted tax laws.

    (f) EARNINGS PER SHARE

         Earnings  (loss) per  common  share are based on the  weighted  average
number of common shares and common  equivalent  shares (where  inclusion of such
equivalent shares would not be anti-dilutive) outstanding during the year.

    (g) CASH EQUIVALENTS

         Cash equivalents  include  certificates of deposit and commercial paper
with maturities of one month or less.





                                       F-6

<PAGE>



Note 2.  Public Stock Offerings and Stock Dividends

         On May 13, 1993, the Company sold through a public  offering  shares of
Class A Common Stock,  resulting in net proceeds to the Company of approximately
$100 million.

         On August 9, 1993, the Company declared a three-for-two  stock split in
the form of a stock  dividend  payable on August  16,  1993 to  shareholders  of
record at the close of business on August 9, 1993.

         Effective November 12, 1993, the Company declared another three-for-two
stock  split in the form of a stock  dividend  payable on  November  19, 1993 to
shareholders of record at the close of business on November 12, 1993.

         Effective  May 12, 1995,  the Company  declared a  three-for-two  stock
split in the form of a stock dividend payable on May 19, 1995 to shareholders of
record at the close of business on May 12, 1995.

         On August 8, 1995,  the Company  amended its  Restated  Certificate  of
Incorporation  to  increase  the number of  authorized  shares of Class A Common
Stock to 200,000,000.

         On October  24,  1995,  the  Company,  through a public  offering  sold
12,750,000 shares of Class A Common Stock,  resulting in proceeds to the Company
of approximately $269 million.

         On March 18, 1996, the Company declared a three-for-two  stock split in
the form of a stock  dividend  payable on April 11, 1996 to holders of record on
March 28, 1996. The accompanying  consolidated  financial statements reflect the
effect of all of the above stock dividends.


Note 3. Acquisitions

         In February 1993, the Company acquired the assets of WZGC-FM (Atlanta),
WZLX-FM (Boston) and WUSN-FM (Chicago) from Cook Inlet Radio Partners,  L.P. and
Cook  Inlet  Radio  License  Partnership,  L.P.  for a total  purchase  price of
approximately $100 million,  plus costs. In September 1993, the Company acquired
WIP-AM,  an  all-sports  radio  station  serving  Philadelphia,  from  Spectacor
Broadcasting, L.P. for approximately $17.4 million, plus costs.

          In February 1994, the Company acquired Los Angeles radio station
KRTH-FM from Beasley FM Acquisition Corp. for approximately $116 million, plus
costs. In June 1994, the Company acquired Washington, D.C. radio stations
WPGC-AM/FM from Cook Inlet Radio Partners, L.P. and Cook Inlet Radio License
Partnership, L.P. for approximately $61 million, plus assumption of certain
liabilities and costs. In June 1994, the Company acquired Detroit radio station
WXYT-AM from Fritz Broadcasting, Inc. for approximately $23 million, plus costs.

         In April 1995,  the Company  acquired  Dallas/Ft.  Worth radio  station
KLUV-FM from TK Communications, Inc. for approximately $51 million, plus costs.

         The above  acquisitions  have been accounted for by the purchase method
of accounting.  The purchase  price has been  allocated to the assets  acquired,
principally  intangible  assets,  and the  liabilities  assumed  based  on their
estimated fair values at the date of  acquisition.  The excess of purchase price
over the estimated  fair values of the net assets  acquired has been recorded as
goodwill.



                                       F-7

<PAGE>




Note 3.  Acquisitions--(Continued)

         The  operating  results  of  these  acquisitions  are  included  in the
Company's  consolidated results of operations from the date of acquisition.  The
following  unaudited  pro forma  summary  presents the  consolidated  results of
operations as if the 1994 and 1995 acquisitions had occurred as of the beginning
of 1994  and  1995,  after  giving  effect  to  certain  adjustments,  including
amortization of intangible  assets and interest expense on the acquisition debt.
These pro forma results have been prepared for comparative  purposes only and do
not purport to be indicative  of what would have  occurred had the  acquisitions
been made as of those dates or of results which may occur in the future.

                                          YEAR ENDED DECEMBER 31,
                                             1994              1995
                                             ----              ----
                                                    (Unaudited)

Net revenues. . . . . . . . . . .         $293,838           $327,648
Net earnings. . . . . . . . . . .           29,620             53,366
Net earnings per common share. . .             .29                .52


          On February 3, 1994, the Company, Unistar Communications Group, Inc.
("UCG") Unistar Radio Networks, Inc. ("Unistar") and Westwood One, Inc.
("Westwood One") consummated the purchase by Westwood One of Unistar, for
approximately $101.3 million. In connection with this transaction, an affiliate
of the Company received 5 million newly issued shares of common stock of
Westwood One for $3 per share and a warrant to purchase an additional 3 million
shares of Westwood One's common stock at a purchase price of $3 per share,
subject to certain vesting requirements. The Company manages Westwood One
pursuant to a management agreement which provides for a base management fee plus
a bonus based on achieving cash flow targets and additional warrants to acquire
shares of Westwood One's common stock in the event that Westwood One's common
stock trades above certain target price levels. In September 1994 and August
1995, pursuant to such provision, the Company received a warrant to purchase
500,000 shares of Westwood One's common stock at an exercise price of $3 per
share and 500,000 shares at an exercise price of $4 per share, respectively. In
December 1995, the Company received approximately $5,593,750 as a result of
Westwood One's purchase and cancellation of the Company's warrant exercisable at
$3 per share. The Company accounts for its investment in Westwood One on the
equity basis.

         On January 16,  1996 the Company  completed  the  acquisition  of radio
stations  KYNG-FM  and  KSNN-FM in Dallas,  KFRC-FM,  KFRC-AM and KYCY-FM in San
Francisco,  WYCD-FM in Detroit  and  KYCW-FM in Seattle  from  various  entities
affiliated with Alliance Broadcasting, Inc. for approximately $275 million, plus
costs. The purchase price was financed by bank borrowings.  On February 7, 1996,
the Company  entered into an agreement to sell its Seattle radio station KYCW-FM
for approximately $26 million.

         On March 26, 1996, the Company  completed the acquisition of all of the
outstanding stock of TDI Worldwide,  Inc., a leading seller of advertising space
on buses and transit systems, for approximately $300 million. The purchase price
was financed by bank  borrowings of  approximately  $230 million and through the
issuance of  approximately  2.4 million  newly  issued  shares of Class A Common
Stock.

         On March 4, 1996,  the Company  entered into an agreement to acquire 12
radio  stations  owned by various  subsidiaries  of Granum  Holdings,  L.P.  for
approximately $410 million. The radio stations are KRBV-FM,  KHVN-AM and KOAI-FM
in  Dallas-Fort  Worth,  WBOS-FM and  WOAZ-FM in Boston,  WCAO-AM and WXYV-FM in
Baltimore, WAOK-AM and WVEE-FM in Atlanta, WHOO-AM,

                                       F-8

<PAGE>



WHTQ-FM and WMMO-FM in Orlando.  Upon the completion of the Granum  Acquisition,
the  Company  will be  required  to divest  one FM station in Dallas in order to
comply with the 1996 Telecom Act.

Note 4.  Property and Equipment

         A summary of  property  and  equipment,  at cost,  for the years  ended
December 31, 1994 and 1995 follows:

                                                      1994             1995
                                                      ----             ----

                                                          (In Thousands)

Machinery, equipment and fixtures. . .           $23,765          $24,845
Land, buildings and improvements . . .             9,252           10,392
                                                 --------         --------

                                                 $33,017          $35,237
                                                 =======          =======


         For the years  ended  December  31,  1993,  1994 and 1995  depreciation
expense was $4,791,000, $3,983,000 and $4,714,000.


Note 5.  Long-Term Debt

     Long-term debt at December 31, 1994 and 1995 consists of the following:

                                                        1994           1995
                                                        ----           ----
                                                           (In Thousands)

Bank Borrowings (a) . . . . . . . . . . . . . .      $331,750       $  84,750
10 3/8% Subordinated Debentures due 2002 (b) .        200,000         182,634
                                                     ---------       ---------
                                                     $531,750        $267,384
                                                     ========         ========




 (a)     On December  22,  1994,  the Company and its  subsidiaries  amended and
         restated  its  existing  Credit  Agreement  to  provide  for  aggregate
         borrowings of up to $700 million,  including an acquisition facility of
         $250  million.  As of December  31,  1995,  the Company had  additional
         borrowings available under the facility of approximately $615 million.

         Under  the  terms  of a  Security  Agreement  among  the  Company,  its
         subsidiaries,  and  one  of  the  banks  acting  as  collateral  agent,
         substantially all of the assets of the Company and its subsidiaries, as
         well as the stock of the Company's subsidiaries,  are pledged to secure
         borrowings under the Credit Agreement.

         The  Credit  Agreement   provides  for  quarterly   principal  payments
         beginning  September  1998, and also permits  voluntary  prepayments in
         whole or in part at any time.

         Under the Credit Agreement, interest is payable quarterly, based on the
         (i) prime rate or (ii) London Interbank Offer Rate.






                                       F-9

<PAGE>




Note 5.  Long-Term Debt--(Continued)

         In the normal course of business,  the Company enters into a variety of
         interest rate  protection  agreements,  options and swaps,  in order to
         limit its exposure due to adverse fluctuations in interest rates. These
         instruments are executed with credit worthy financial institutions.  As
         a matter of policy the Company does not engage in derivatives  trading.
         Generally,  payments and receipts associated with financial instruments
         used to manage interest rate risk are recognized along with the effects
         of associated  transactions.  As of December 31, 1995,  the Company has
         entered into various  interest rate protection  agreements  under which
         the Company's  interest  rate on $185 million of  borrowings  under the
         Credit  Agreement  is fixed at  between  4.8%  and 7% per  annum,  plus
         applicable margin.

 (b)     At December  31, 1995,  the fair value of the  Company's 10 3/8% Senior
         Subordinated Notes was estimated to be $196,332,000 based on the quoted
         market prices for the same issue.



         The scheduled  maturities of long-term debt for the next five years and
after are as follows:

                  YEAR ENDING DECEMBER                        AMOUNT
                                                           (In Thousands)
                  1996.............................            $       0
                  1997.............................                    0
                  1998.............................               10,594
                  1999.............................               12,713
                  2000.............................               14,831
                  After 2000.......................              229,246
                                                              ----------
                                                                $267,384


         For years ended 1993, 1994 and 1995, the Company paid cash for interest
of $34,625,000, $40,522,000 and $44,802,000, respectively.

         During 1995,  the Company  registered  with the Securities and Exchange
Commission,  pursuant  to  a  shelf  registration  statement,  $500  million  in
aggregate principal amount of its debt securities.


Note 6.  Employee and Other Post Retirement Benefit Plans

         The  Company  has a  qualified  401(k)  profit  sharing  plan  covering
substantially  all of its  non-union  full-time  employees.  For the years ended
December 31, 1993, 1994 and 1995, no contributions to this plan were made by the
Company.

         The Company does not provide any post  retirement  health care and life
insurance  benefits to its employees and,  accordingly,  has no liabilities  for
such benefits.







                                      F-10

<PAGE>




Note 7.  Income Taxes

         The provision  for income taxes for the years ended  December 31, 1993,
1994 and 1995,  consisting  of  current  state and local  taxes,  was  $606,000,
$890,000 and $1,588,000,  respectively. No federal income taxes were provided in
1993,  1994  and  1995  as  a  result  of  available  net  loss   carryforwards.
Additionally,  the  value  of the  deferred  tax  asset  resulting  from the net
operating  loss  carryforwards  was  offset by a  valuation  allowance  of equal
amount.

         At December 31, 1995, the Company had net operating loss  carryforwards
for federal income tax purposes which expire from 2003 to 2008 of  approximately
$32 million.

         For the years ended December 31, 1993,  1994 and 1995, the Company paid
cash for income taxes of $135,000, $429,000 and $3,620,000, respectively.


Note 8.  Employee Stock Plans

          EMPLOYEE STOCK OPTION PLAN. The Company's 1988 Employee Stock Option
Plan as amended provides for a grant of options to purchase 10,494,788 shares of
the Company's Class A Common Stock and 1,771,875 shares of Class B Common Stock.
The options are exercisable in equal amounts generally over five years from the
date of grant. At December 31, 1994 and 1995, options for approximately
7,800,000 shares of Class A Common Stock had been cumulatively granted and
options for 2,712,486 and 3,671,693 shares, respectively, were exercisable.

         EMPLOYEE DEFERRED SHARE PLAN. The Deferred Share Plan permits the grant
of up to 541,443 Class A Deferred  Shares and 1,761,681  Class B Deferred Shares
to executives or other key employees of the Company.

         The following is a table summarizing the changes during the years ended
December 31, 1994 and 1995 in options and deferred shares outstanding:

                                                      CLASS A COMMON STOCK


                                                   Deferred          Exercise
                                                  Shares and        Price Per
                                                    OPTIONS            SHARE

Outstanding as of December 31, 1993 . . . . .. .   5,493,038         .001-12.67
Granted/Issued. . . . . . . . . . . . . . . . . .  2,313,320         9.45-12.67
Canceled . . . . . . . . . . . . . . . . . . . .     (15,188)              3.46
Exercised. . . . . . . . . . . . . . . . . . . .    (553,233)          .06-3.90
                                                   ----------       ------------
      Total outstanding as of December 31,1994 .   7,237,937
Granted/Issued . . . . . . . . . . . . . . . . .        -
Canceled . . . . . . . . . . . . . . . . . . . .     (65,813)         3.90-11.55
Exercised. . . . . . . . . . . . . . . . . .  . .   (335,528)          .06-12.45
                                                   ----------        ===========
      Total outstanding as of December 31, 1995.   6,836,596
                                                   ==========







                                      F-11

<PAGE>




Note 8.  Employee Stock Plans--(Continued)

         During 1988, the Company issued options with an exercise price of $.012
per share to an  officer  of the  Company to  purchase  4,742,996  shares of the
Company's Class B Common Stock. Through the year ended 1995, options to purchase
379,556 shares were exercised.

         In  addition,  the  Company  issued  253,125  options in 1993,  168,750
options  in 1994 and  265,689  options  and  29,705  Deferred  Shares in 1995 to
purchase shares of Class B Common Stock at an exercise price per share of $4.11,
$11.33, $14.05 and $.002 per share, respectively.


Note 9. Stockholders' Equity

         Each  share of Class A Common  Stock  and each  share of Class C Common
Stock is entitled to one vote per share.  Each share of Class B Common  Stock is
generally  entitled to ten votes per share.  Shares of Class B Common  Stock and
Class C Common Stock, at the option of the holder,  may be converted at any time
into an equal  number of shares of Class A Common  Stock.  Each share of Class B
Common Stock and Class C Common Stock  automatically  converts into one share of
Class A Common Stock upon the sale, gift, or other transfer of such share to any
person  other than an  associate  of the Company (as  defined)  and upon certain
other events.

         The Company has reserved 72,989 shares of Class A Common Stock, with an
exercise  price of $.001 and  20,104,934  shares of Class C Common Stock with an
exercise  price of $.001 for issuance upon the exercise of certain  warrants and
options outstanding as of December 31, 1995.


Note 10. Related Party Transactions

         As of December  31,  1995,  the Company had  accounts  receivable  from
Westwood One amounting to approximately $4,550,324.


Note 11. Commitments and Contingencies

         The  Company  and its  subsidiaries  occupy  certain  office  space and
transmitting facilities under lease agreements expiring at various dates through
2008.  Management  expects that in the normal  course of  business,  leases that
expire  will be renewed or  replaced by other  leases.  Most leases  provide for
escalation  of rent based on increases  in the Consumer  Price Index and/or real
estate taxes.

         The  following is a summary of the future  minimum  rental  commitments
under existing leases:

                  YEAR ENDING DECEMBER 31,             AMOUNT
                                                  (In Thousands)
           1996  ..................................$   4,750
           1997  ..................................... 3,864
           1998  ......................................3,538
           1999  ......................................3,249
           2000  ......................................2,585
           After 2000................................  5,966
                                                     ---------
                                                   $  23,952


                                      F-12

<PAGE>




Note 11. Commitments and Contingencies--(Continued)

           Rent  expense  applicable  to such leases  amounted to  approximately
$3,079,000,  $3,876,000  and  $4,363,000  for the years ended December 31, 1993,
1994 and 1995, respectively.

           At December  31,  1995,  the Company is  committed to the purchase of
broadcast  rights for  various  sports  events and other  programming  including
on-air  talent,   aggregating  approximately  $184 million.  The  aggregate
payments related to these commitments are as follows:

                                                              AMOUNT
                                                          (In Thousands)
           1996  ...........................................$ 50,540
           1997  .............................................50,484
           1998  .............................................32,831
           1999  ..........................................   28,285
           2000  ...........................................$ 21,810
                                                            --------
                                                            $183,950


Note 12. Intangible and Other Assets

           Intangible assets at cost, as of December 31, 1994 and 1995, include:


                                         1994               1995
                                         ----               ----
                                              (In Thousands)

FCC Licenses. . . . . . . . . . .     $318,671             $370,394
Goodwill. . . . . . . . . . . . .      152,724              152,724
Covenants not to compete . . . . .      60,000               45,000
Favorable leasehold interest. . .       30,742               30,260
                                      ---------            ---------
                                      $562,137             $598,378
                                      ========             ========



           For the years ended  December  31, 1993,  1994 and 1995  amortization
expense was $34,062,000, $42,623,000 and $45,768,000.

           Other assets include  principally  deferred  financing  costs and are
amortized over the term of the financing.














                                      F-13

<PAGE>
<TABLE>



Note 13.  Quarterly Financial Data (Unaudited)

<CAPTION>

                                         First       Second        Third      Fourth
                                        QUARTER     QUARTER       QUARTER    QUARTER       YEAR

(In Thousands Except Per Share Amounts)
<S>                                     <C>           <C>          <C>         <C>         <C>    
1995
Net revenues. . . . . . . . . . . .     $62,327       $84,564     $84,098      $94,717     $325,706

Station operating expenses . . .         37,326        40,790      41,008       48,161      167,285

Operating income. . . . . . . . .        12,185        29,923      28,261       31,435      101,804

Net earnings. . . . . . . . . . . .         505        17,195      15,921       20,882       54,503

Net earnings per share . . . . . .          .01           .17         .16          .19          .53

Dividends per share . . . . . . .             -             -           -            -            -

1994
Net revenues. . . . . . . . . . . .     $48,183       $68,694     $74,641      $82,602     $274,120

Station operating expenses . . .         30,362        33,501      37,469       41,917      143,249

Operating income. . . . . . . . .         6,201        22,344      23,533       26,554       78,632

Net earnings (loss) . . . . . . . .      (3,864)       11,390      11,550       14,137       33,213

Net earnings (loss) per share. .          (0.04)         0.11        0.11         0.14         0.33

Dividends per share . . . . . . .             -             -           -            -            -

1993
Net revenues. . . . . . . . . . . .     $35,165       $53,036     $55,156      $61,165     $204,522

Station operating expenses . . .         22,797        26,029      28,645       32,130      109,601

Operating income. . . . . . . . .         3,026        15,245      15,078       17,883       51,232

Net earnings (loss) . . . . . . . .      (6,430)        5,684       5,994        9,087       14,335

Net earnings (loss) per share. .          (0.09)         0.06        0.06         0.09         0.15

Dividends per share . . . . . . .             -             -           -            -            -


</TABLE>


                                      F-14

<PAGE>
<TABLE>


                                                    SCHEDULE II

                                INFINITY BROADCASTING CORPORATION AND SUBSIDIARIES

                                         Valuation and Qualifying Accounts

                                   Years Ended December 31, 1993, 1994, and 1995

<CAPTION>


                 COLUMN A                       COLUMN B                   COLUMN C                  COLUMN D        COLUMN E
                ----------                      --------                  ----------                 --------        --------

                                               Balance at       Charged to        Charged to                         Balance at
                                                Beginning       Costs and            Other                             End of
                    DESCRIPTION                 OF PERIOD        EXPENSES          ACCOUNTS          DEDUCTIONS        PERIOD
                                 (In Thousands)
<S>                                               <C>             <C>                 <C>               <C>            <C>   
1993
   Allowance for Doubtful Accounts . . . .        $ 882           $ 852               $-                $707           $1,027
                                                  =====           =====               ===               ====           ======

1994
   Allowance for Doubtful Accounts . . . .       $1,027           $1,441              $-                $933           $1,535
                                                 ======           ======              ===               ====           ======

1995
   Allowance for Doubtful Accounts . . . .       $1,535           $1,410              $-                $806           $2,139
                                                 ======           ======              ===               ====           ======

</TABLE>



                                                       F-15

<PAGE>