UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-Q


(Mark One):

X        Quarterly  report  pursuant  to Section  13 or 15(d) of the  Securities
         Exchange Act of 1934. For the quarterly period ended March 31, 1997


__       Transition  report  pursuant  to Section 13 or 15(d) of the  Securities
         Exchange Act of 1934.

Commission File Number: 0-26102

                       AMERICAN RADIO SYSTEMS CORPORATION
             (Exact name of registrant as specified in its charter)

             Delaware                                         04-3196245
 (State or other jurisdiction of                           (I.R.S. Employer
  incorporation or organization)                          Identification No.)


                              116 Huntington Avenue
                           Boston, Massachusetts 02116
                    (Address of principal executive offices)

                         Telephone Number (617)-375-7500
              (Registrant's telephone number, including area code)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 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 __

Class of Common Stock                            Outstanding at April 30, 1997
Class A Common Stock                             23,494,917 shares
Class B Common Stock                              4,613,311 shares
Class C Common Stock                              1,295,518 shares
Total                                            29,403,746 shares








<PAGE>









                       AMERICAN RADIO SYSTEMS CORPORATION

                                      INDEX

                          PART I. FINANCIAL INFORMATION



Item 1. Unaudited Condensed Consolidated Financial Statements           Page No.

Consolidated Balance Sheets
December 31, 1996 and March 31, 1997....................................  1


Consolidated Statements of Operations
Three months ended March 31, 1996 and 1997..............................  3

Consolidated Statements of Cash Flows
Three months ended March 31, 1996 and 1997..............................  4

Notes to Consolidated Financial Statements..............................  5

Item 2. Management's Discussion and Analysis of Financial Condition
          and Results of Operations..................................... 20 



                           PART II. OTHER INFORMATION


Item 1.   Legal Proceedings.............................................  24 

Item 2.   Changes in Securities.........................................  24 

Item 6.   Exhibits and Reports on Form 8-K..............................  25 

Signatures..............................................................  28









<PAGE>





PART I.  FINANCIAL INFORMATION

ITEM 1.   UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
                       AMERICAN RADIO SYSTEMS CORPORATION


                           CONSOLIDATED BALANCE SHEETS
                        (In thousands, except share data)

                                                           December 31, 1996   March 31, 1997
                                                           -----------------   --------------
<S>                                                         <C>                <C>

ASSETS

CURRENT ASSETS:
     Cash and cash equivalents                                $   10,447        $    6,282
     Accounts receivable, net                                     51,897            45,620
          Employee and other related-party receivables               249               352
          Prepaid expenses and other assets                        3,354             4,956
          Deferred income taxes                                    3,370             3,371
                                                              ----------        ----------
                   Total current assets                           69,317            60,581
                                                              ----------        ----------
       PROPERTY AND EQUIPMENT--Net                                90,247           111,675
                                                              ----------        ----------
       OTHER ASSETS:                                                           
          Station investment note receivable--related party                    
        (less valuation allowance of $500 in 1996)                   743       
     Station investment notes receivable                          69,177            25,710
     Intangible assets--net:                                                   
          Goodwill                                               232,149           230,964
          FCC licenses                                           233,558           541,433
          Other intangible assets                                 27,553            39,434
     Deposits and other long-term assets                          26,064             9,588
     Net assets held under exchange agreement                     47,495       
                                                              ----------        ----------
               Total other assets                                636,739           847,129
                                                              ----------        ----------
TOTAL                                                         $  796,303        $1,019,385
                                                              ==========        ==========
                                                                          
</TABLE>









       See notes to unaudited condensed consolidated financial statements.

                                       1
<PAGE>

<TABLE>
<CAPTION>
                       AMERICAN RADIO SYSTEMS CORPORATION


                           CONSOLIDATED BALANCE SHEETS
                        (In thousands, except share data)
                                                                               December 31, 1996  March 31, 1997
                                                                               -----------------  --------------
<S>                                                                              <C>            <C>

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
     Current maturities of long-term debt                                          $       561    $       617
     Accounts payable                                                                    7,085          6,161
     Accrued compensation                                                                3,027          2,571
     Accrued expenses                                                                   16,355         12,940
     Accrued interest                                                                    7,303          3,879
                                                                                   -----------    -----------
          Total current liabilities                                                     34,331         26,168
                                                                                   -----------    -----------
DEFERRED INCOME TAXES                                                                   33,205         29,523
                                                                                   -----------    -----------
OTHER LONG-TERM LIABILITIES                                                              2,149          4,278
                                                                                   -----------    -----------
LONG-TERM DEBT                                                                         330,111        376,491
                                                                                   -----------    -----------
MINORITY INTEREST IN SUBSIDIARY                                                            344            505
                                                                                   -----------    -----------
COMMITMENTS AND CONTINGENCIES
REDEEMABLE STOCK
     Cumulative Exchangeable Preferred Stock; $0.01 par value; 10,000,000 shares
        authorized; 2,037,917 shares issued and outstanding;
        liquidation preference $203,792                                                               203,792
                                                                                   -----------    -----------
STOCKHOLDERS' EQUITY
     Preferred Stock; $0.01 par value; 10,000,000 shares authorized; Convertible
       Exchangeable Preferred Stock; 137,500 shares issued
            and outstanding (represented by 2,750,000 depositary shares);
            liquidation preference $1,000 per share                                          1              1
     Class A Common Stock; $.01 par value; 100,000,000 shares authorized;
     15,101,022 and 15,192,397 shares issued and outstanding,
        respectively                                                                       151            152
     Class B Common Stock; $.01 par value; 15,000,000 shares authorized;
        4,658,096 and 4,604,862 shares issued and outstanding,
        respectively                                                                        47             46
     Class C Common Stock; $.01 par value; 6,000,000 shares authorized;
        1,295,518 shares issued and outstanding                                             13             13
     Additional paid-in capital                                                        390,731        379,127
     Unearned compensation                                                                (297)          (273)
     Retained earnings                                                                   5,955              0
                                                                                   -----------    -----------
          Total                                                                        396,601        379,066
     Less:
          Treasury stock, at cost, 18,449 shares
              March 31, 1996 and December 31, 1996                                        (438)          (438)
                                                                                   -----------    -----------
          Total stockholders' equity                                                   396,163        378,628
                                                                                   -----------    -----------
TOTAL                                                                              $   796,303    $ 1,019,385
                                                                                   ===========    ===========
</TABLE>





       See notes to unaudited condensed consolidated financial statements.

                                       2

<PAGE>


                       AMERICAN RADIO SYSTEMS CORPORATION


                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (In thousands, except per share data)



                                                    Three Months Ended March 31,
                                                    ----------------------------

                                                            1996        1997 
                                                          --------    --------
NET REVENUES                                              $ 23,648    $ 54,237
                                                          --------    --------
OPERATING EXPENSES:
     Operating expenses excluding depreciation and
        amortization, net local marketing agreement and
        corporate general and administrative expenses       18,123      40,884
     Net local marketing agreement expenses                    450       1,932
     Depreciation and amortization                           2,200       7,424
     Corporate general and administrative                    1,082       1,777
                                                          --------    --------
          Total expenses                                    21,855      52,017
                                                          --------    --------
OPERATING INCOME                                             1,793       2,220
                                                          --------    --------
OTHER INCOME (EXPENSE):

     Interest expense                                       (4,702)     (7,504)
     Interest income                                         2,118         656
     Gains (losses) on sale of assets and other, net           (36)        218
                                                          --------    --------

          Total other income (expense)                      (2,620)     (6,630)
                                                          --------    --------

LOSS FROM OPERATIONS BEFORE
   EXTRAORDINARY LOSS AND INCOME TAXES                        (827)     (4,410)
INCOME TAX BENEFIT                                             371       1,685
                                                          --------    --------
LOSS BEFORE EXTRAORDINARY LOSS                                (456)     (2,725)

EXTRAORDINARY LOSS ON EXTINGUISHMENT
   OF DEBT, NET OF INCOME TAX BENEFIT OF
   $1,013 IN 1997                                                       (1,639)
                                                          --------    --------
NET LOSS                                                      (456)     (4,364)
REDEEMABLE PREFERRED STOCK DIVIDENDS                                    (6,198)
                                                          --------    --------
NET LOSS APPLICABLE TO COMMON
   STOCKHOLDERS                                           $   (456)   $(10,562)
                                                          ========    ========
PRIMARY AND FULLY DILUTED PER COMMON  SHARE
   AMOUNTS:
   Loss before extraordinary loss                         $   (.03)   $   (.42)
   Extraordinary loss                                                     (.08)
                                                          --------    --------
   Net loss                                               $   (.03)   $   (.50)
                                                          ========    ========
                                                                              
 WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING                                                 17,901      21,095
                                                          ========    ========








       See notes to unaudited condensed consolidated financial statements.

                                       3


<PAGE>
<TABLE>
<CAPTION>


                       AMERICAN RADIO SYSTEMS CORPORATION


                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)



                                                              Three Months Ended March 31,
                                                             ------------------------------
                                                                  1996              1997
                                                              -----------        ----------
<S>                                                          <C>                <C>

CASH FLOWS FROM (USED FOR) OPERATING
   ACTIVITIES:                                                $   7,585          $  (1,587) 
                                                              ---------          ---------
CASH FLOWS FROM INVESTING ACTIVITIES:                                          
                                                                               
Payments for purchase of property, equipment and intangible                    
      assets                                                     (3,295)            (7,853)
 Proceeds from radio station sales                                                  20,403        
 Payments for radio station acquisitions                                          (262,863)       
     Payments for tower related                                  (4,702)       
acquisitions                                                                   
     Issuance of station investment notes receivable            (15,514)              (624)
     Repayment of station investment note                                            1,243        
receivable                                                                     
     Deposits and other long-term assets                        (13,569)            16,417
                                                              ---------          ---------
    Cash used for investing activities                          (37,080)          (233,277)
                                                                               
CASH FLOWS FROM FINANCING ACTIVITIES:                                          
                                                                               
 Borrowings under Credit Agreements and other                                      276,500        
 Repayments under Credit Agreements                            (151,500)          (230,000)
 Repayments of other obligations                                   (176)              (274)
 Net proceeds from equity offerings and options                 115,076                160
 Net proceeds from exchangeable preferred stock offering                           192,350        
 Net proceeds from debt offering - net of discount              168,321        
 Additions to deferred financing costs                                              (5,526)       
 Distributions to minority interest                                                   (105)       
 Dividends Paid                                                                     (2,406) 
                                                              ---------          ---------
    Cash provided by financing activities                       131,721            230,699
                                                              ---------          ---------
                                                                               
 INCREASE (DECREASE) IN CASH AND CASH                                          
   EQUIVALENTS                                                  102,226             (4,165)
                                                                               
CASH AND CASH EQUIVALENTS, BEGINNING OF                                        
   PERIOD                                                         3,890             10,447
                                                              ---------          ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD                      $ 106,116          $   6,282
                                                              =========          =========
                                                                         
</TABLE>






       See notes to unaudited condensed consolidated financial statements.

                                       4
<PAGE>


                       AMERICAN RADIO SYSTEMS CORPORATION

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



1.   Basis of Presentation - The financial  statements included herein have been
     prepared by American Radio Systems  Corporation  (American or the Company),
     without audit,  pursuant to the rules and regulations of the Securities and
     Exchange Commission.  Although certain information and footnote disclosures
     normally  included in  financial  statements  prepared in  accordance  with
     generally  accepted  accounting  principles  have been condensed or omitted
     pursuant  to such rules and  regulations,  the  Company  believes  that the
     disclosures are adequate to make the  information  presented not misleading
     and  reflect  all  adjustments   (consisting   only  of  normal   recurring
     adjustments)  which are  necessary  for a fair  presentation  of results of
     operations  for  such  periods.  Results  of  interim  periods  may  not be
     indicative of results for the full year. These financial  statements should
     be read in conjunction with the consolidated  financial  statements for the
     year  ended  December  31,  1996  and the  notes  thereto  included  in the
     Company's Annual Report on Form 10-K (Form 10-K).

     Reclassifications  - Certain  reclassifications  have been made to the 1996
     financial statements to conform to the 1997 presentation.

2.   Per Share Data - Earnings (loss) per common share is based on the number of
     common shares  outstanding during the period as adjusted for dilutive stock
     options using the provisions of Accounting  Principles Board Opinion No. 15
     "Earnings  Per Share" (APB 15).  Fully  diluted  earnings  (loss) per share
     amounts are not reported separately as the effects are not dilutive.

     In March 1997, the Financial Accounting Standards Board issued Statement of
     Financial  Accounting  Standards  No. 128,  "Earnings per Share," (FAS 128)
     which will be effective during the fourth quarter of 1997. Had FAS 128 been
     effective for the quarters ended March 31, 1997 and 1996, reported loss per
     share on a pro forma  basis would have been  consistent  with the per share
     amounts under APB 15.

3.   Income  Taxes - The Company  provides  for income  taxes at the end of each
     interim  period  based  on the  estimated  effective  tax rate for the full
     fiscal year for each tax reporting corporate entity. Cumulative adjustments
     to the tax benefit  (provision) are recorded in the interim period in which
     a change in the estimated annual effective rate is determined.

4.   Property and Equipment and  Intangible  Assets - Property and equipment and
     intangible assets included approximately  $193,716,000 of assets related to
     radio stations held for sale or under  exchange  agreements as of March 31,
     1997. Net revenues of  approximately  $7,158,000 and operating  expenses of
     approximately  $5,412,000  relating to these  stations  are included in the
     accompanying  condensed  consolidated  financial  statements  for the three
     months ended March 31, 1997. Net revenues of  approximately  $2,997,000 and
     operating expenses of approximately  $2,279,000  relating to these stations
     that were owned  during  1996 are  included in the  accompanying  condensed
     consolidated  financial  statements  for the three  months  ended March 31,
     1996.


                                       5

<PAGE>



                       AMERICAN RADIO SYSTEMS CORPORATION

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)



5.   Offerings - In January 1997, the Company  consummated a private offering of
     2,000,000  shares of its 11 3/8%  Cumulative  Exchangeable  Preferred Stock
     (Exchangeable  Preferred  Stock)  to a  group  of  qualified  institutional
     investors. The Company utilized the net proceeds, which approximated $192.4
     million,  initially  to repay  amounts  outstanding  under the 1997  Credit
     Agreements and thereafter to fund acquisitions.  The Exchangeable Preferred
     Stock possesses mandatory  redemption features and is classified as such in
     the  Company's  consolidated  financial  statements.  Redemption  terms and
     conditions of the  Exchangeable  Preferred  Stock are described in the Form
     10-K.

     Under  these  terms and  conditions,  the  Company  was  required to file a
     registration statement and offer to exchange the shares of the Exchangeable
     Preferred Stock for New Exchangeable  Preferred Stock within ninety days of
     January 30, 1997. In April 1997, the Company filed a Registration Statement
     on Form S-4, as amended,  (No. 333- 26085) and such registration  statement
     was declared effective on May 13, 1997. The offer will expire in June 1997,
     unless extended by the Company.

6.   Credit  Agreements  - In January  1997,  the Company  entered  into two new
     credit  agreements  with a syndicate of banks (the 1997 Credit  Agreement),
     which  replaced  the  previously  existing  credit  agreement.  All amounts
     outstanding under the previous agreement were repaid with proceeds from the
     1997 Credit  Agreement.  Terms and conditions of the 1997 Credit  Agreement
     are described in the Form 10-K. The 1997 Credit  Agreement  consists of two
     separate  lending  agreements,  providing  for  facilities  consisting of a
     $550.0 million reducing revolver credit facility which is available through
     December 31, 2004, a $200.0 million revolving credit facility converting to
     a term loan facility  maturing December 31, 2004, and a $150.0 million term
     loan facility, maturing December 31, 2004, available only to repurchase, if
     required,  certain note obligations of EZ  Communications,  Inc. (EZ) which
     were assumed by the Company in connection  with the EZ M erger discussed in
     the Form 10-K and in Note 9.

     Following  the closing of the 1997 Credit  Agreement  and  repayment of
     amounts outstanding under the previous agreement, the Company recognized an
     extraordinary  loss of  approximately  $1,639,000,  net of a tax benefit of
     $1,013,000,   representing   the  write-off  of  deferred   financing  fees
     associated with the previous agreement.

7.   Acquisitions  and  Dispositions - During the first three months of 1996 and
     1997,  the Company  consummated  the  following  station and tower  related
     transactions.  See the  Form  10-K  for  additional  information  on  these
     transactions.

     General:  The  following  acquisitions  have all been  accounted for by the
     purchase method of accounting,  and, accordingly,  the operating results of
     the acquired entities, to the extent that a local marketing agreement (LMA)
     did not exist,  have been included in consolidated  operating results since
     the date of  acquisition.  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 dates of  acquisition.  The
     excess of purchase  price over the  estimated  fair value of the net assets
     acquired has been recorded as goodwill.  The financial  statements  reflect
     the preliminary allocation of certain purchase prices as the appraisals for
     certain  acquisitions  have not yet been  finalized.  The Company  does not
     expect the final  appraisals  will have a material  affect on the financial
     position, results of operations or liquidity of the Company.

                                       6

<PAGE>



                       AMERICAN RADIO SYSTEMS CORPORATION

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


7.   Acquisitions and Dispositions - (Continued)

     Austin: In March 1997, the Company acquired KAMX-FM,  KKMJ-FM, and KJCE-AM,
     for approximately $28.7 million.

     Baltimore:  In February 1997, the Company  acquired WWMX-FM and WOCT-FM for
     approximately $90.0 million.

     Boston/Worcester: In January 1997, the Company acquired WAAF-FM and WWTM-AM
     for approximately $24.8 million.

     Cincinnati:  In January  1997,  the  Company  merged  with an  unaffiliated
     corporation  pursuant to which it became a party to an agreement to acquire
     WGRR-FM,  for  approximately  $30.5,  including  the  issuance of shares to
     consummate the merger.  Pursuant to such merger,  the Company issued 18,341
     shares of Class A Common Stock  valued at  approximately  $.5  million.  As
     described in the Form 10-K,  the  acquisition  of WGRR-FM is expected to be
     consummated in the second quarter of 1997.

     Dayton:  In February 1997, the Company acquired  WXEG-FM for  approximately
     $3.6  million and  acquired  WLQT-FM and  WBBT-FM for  approximately  $12.0
     million.

     Detroit, Philadelphia,  Sacramento: In February 1997, the Company exchanged
     WFLN-FM in Philadelphia for KSFM-FM and KMJI-AM serving Sacramento and sold
     WQRS-FM in Detroit for approximately $20.0 million. (See Note 9).

     Rochester: In February 1997, the Company acquired WVOR-FM, WPXY-FM, WHAM-AM
     and WHTK-AM for approximately $31.5 million including working capital. (See
     Note 9).

     Sacramento:  In March 1997, the Company acquired KXOA-FM, KQPT-AM (formerly
     KXOA-AM) and KZZO -FM (formerly  KQPT-FM) for approximately  $50.0 million.
     (See Note 8).

     Sacramento and West Palm Beach:  In March 1997,  the Company  consummated a
     station asset swap  agreement to exchange  KSTE-AM in Sacramento  and $33.0
     million in cash for WEAT-FM,  WEAT- AM and WOLL-FM serving West Palm Beach.
     (See Note 8).

     San Jose:  In  February  1997,  the  Company  acquired  KBAY-FM and KKSJ-AM
     serving San Jose for approximately $31.0 million. (See Note 8).

     Tower Subsidiary: In February 1996, American Tower Systems, Inc. (the Tower
     Subsidiary or Tower) acquired  Skyline  Communications  and Skyline Antenna
     Management for approximately $3.3 million.

                                       7
<PAGE>


                       AMERICAN RADIO SYSTEMS CORPORATION

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


7.   Acquisitions and Dispositions - (Continued)

     The following unaudited pro forma summary presents the consolidated results
     of  operations  as if the  acquisitions  had occurred as of January 1, 1996
     after giving  effect to certain  adjustments,  including  depreciation  and
     amortization  of assets and interest  expense on any debt  incurred to fund
     the acquisitions.  These unaudited 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 January 1, 1996 or of
     results which may occur in the future.


     In thousands, except per share data:

                                   Three Months Ended      Three Months Ended
                                      March 31,1996          March 31, 1997
                                   ------------------      ------------------

Net                                    $ 33,343                $ 54,645  
revenues                                                     
Loss before extraordinary loss           (5,404)                 (4,767)
Net loss                                 (5,404)                 (6,406)
Net loss applicable to common                                
stockholders                             (5,404)                (12,604)
Net loss per common share              $   (.30)               $   (.60)
                                                      


8.   Pending  Transactions - The Company has numerous pending transactions which
     were described in the Form 10-K. In addition,  the Company, as successor to
     EZ,   assumed  the  rights  and   obligations   under  certain  EZ  pending
     transactions  upon  consummation  of the EZ  Merger  described  in  Note 9.
     Subsequent  to  March  31,  1997,  the  Company  assumed  such  rights  and
     obligations, has entered into additional transactions and revised the terms
     of the following transactions:

     Charlotte  and  Pittsburgh:  In February  1997, in order to comply with the
     Charlotte  Consent  Decree  described  in  Note 9 and  the  FCC's  multiple
     ownership  rules, EZ entered into an asset exchange  agreement  pursuant to
     which it will exchange WRFX-FM,  serving  Charlotte,  for WDSY-FM,  serving
     Pittsburgh,  and $20.0  million.  Consummation  of the  exchange,  which is
     expected in the second or third quarter of 1997, is subject to, among other
     conditions,  the expiration or earlier termination of the Hart-Scott-Rodino
     Antitrust  Improvements  Act of 1976, as amended (HSR Act) waiting  period,
     approval by the Antitrust  Division of the U.S,  Department of Justice (the
     Justice  Department)  pursuant  to the  Charlotte  Consent  Decree  and the
     consent of the Federal Communications Commission (FCC).

     Portland,  Sacramento and San Jose: In April 1997, American entered into an
     asset exchange agreement pursuant to which it will acquire KINK-FM, serving
     Portland,  KBRG-FM, serving Fremont,  California, $2.0 million in cash, and
     150,000 shares of common stock of Latin  Communications,  Inc., in exchange
     for  KBAY-FM,  serving  San Jose,  and  KSSJ-FM,  serving  Sacramento.  The
     agreement  also  provides  for the  exchange  of KINK-FM for KBAY-FM in the
     event regulatory approval for the exchange of KBRG-FM and KSSJ-FM cannot be
     obtained.  Subject  to certain  conditions,  including  the  receipt of FCC
     approval  and  expiration  or earlier  termination  of the HSR Act  waiting
     period, and, in the case of the exchange of KSSJ-FM for KBRG-FM, Justice
     Department  approval of the acquisition  pursuant to a consent decree,  the
     transaction is expected to be consummated in the third quarter of 1997.



                                       8
<PAGE>


                       AMERICAN RADIO SYSTEMS CORPORATION

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


8.   Pending Transactions - (Continued)

     Riverside/San  Bernardino:  In April  1997,  the  Company  entered  into an
     agreement to acquire KFRG- FM, serving the Riverside/San Bernardino market,
     and KXFG-FM, serving Sun City, California, for approximately $60.0 million.
     Subject  to  the  receipt  of  FCC  approval  and   expiration  or  earlier
     termination of the HSR Act waiting  period,  the acquisition is expected to
     be consummated in the first quarter of 1998.

     Sacramento:  In October 1996, the Company entered into an agreement to sell
     KXOA-FM for  approximately  $27.5 million.  After the expiration of the HSR
     Act waiting period,  the other party to the agreement began programming and
     marketing  KXOA-FM  pursuant to an LMA in January  1997.  As a condition to
     consummation  of the EZ merger,  KXOA-FM was  transferred to an independent
     and insulated  trustee (under a trust for the benefit of American) and will
     be held by the trustee subject to sale pursuant to the foregoing agreement.
     Subject  to  receipt  of FCC  approval,  the sale from the  trustee  to the
     ultimate  purchaser is expected to be  consummated in the second quarter of
     1997.

     Seattle:  In December 1996, EZ entered into an agreement to sell the assets
     of KMPS-AM for approximately  $2.0 million.  Subject to the approval of the
     FCC, the transaction is expected to be consummated in the second quarter of
     1997.

     St.  Louis:  In December  1996,  EZ entered  into an  agreement to sell the
     assets of  KTRS-AM  (formerly  KSD-AM)  for  approximately  $10.0  million.
     Subject to the  approval  of the FCC,  the  transaction  is  expected to be
     consummated in the second quarter of 1997.

     Temple: In May 1997, the Company entered into an agreement to acquire radio
     station KKIK-FM,  licensed to Temple, Texas for approximately $3.7 million.
     Subject to the  approval  of the FCC,  the  transaction  is  expected to be
     consummated in the fourth quarter of 1997.

     West Palm Beach: The Company expects to enter into an agreement in May 1997
     to sell WKGR- FM, WOLL-FM,  WBZT-AM,  and WEAT-AM for  approximately  $33.0
     million.  Subject  to  certain  conditions,  including  the  signing  of  a
     definitive  agreement,  the receipt of FCC approval and the  expiration  or
     earlier  termination of the HSR Act waiting period,  the Company expects to
     consummate this transaction in the third quarter of 1997.

     Tower Subsidiary:  In May 1997, the Tower Subsidiary  expects to enter into
     an  agreement  to purchase an  aggregate of 21 tower sites and a tower site
     management  business in Georgia,  North  Carolina  and South  Carolina  for
     approximately $5.3 million.  The agreement will also provide for additional
     payments by the  Company if the seller is able to arrange  the  purchase or
     management of tower sites presently owned by an unaffiliated public utility
     in South Carolina,  which payments could aggregate up to approximately $1.2
     million.  The  transaction  is  expected  to be  consummated  in the second
     quarter of 1997.

     In May 1997, the Tower Subsidiary  entered into an agreement to acquire the
     assets  of two  companies  that are  affiliated  with one  another  and are
     engaged  in the  business  of  acquiring  and  developing  tower  sites for
     unaffiliated  third  parties in various  locations in the United States for
     approximately $12.5 million.  The transaction is expected to be consummated
     in the second quarter of 1997.


                                       9

<PAGE>

                       AMERICAN RADIO SYSTEMS CORPORATION

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)




9.   Subsequent  Events - Subsequent to March 31, 1997, the Company  consummated
     the following transactions:

     EZ Merger: On April 4, 1997, the Company  consummated the merger of EZ into
     the  Company  (the EZ  Merger)  pursuant  to which,  the  Company  acquired
     eighteen FM and six AM  stations  in eight  markets:  Seattle,  St.  Louis,
     Pittsburgh,   Sacramento,   Charlotte,   Kansas   City,   New  Orleans  and
     Philadelphia,  assumed approximately $222.4 million of long-term debt, paid
     approximately  $108.9  million in cash and issued  approximately  8,344,000
     shares  of  Class  A  Common  Stock  to  the  EZ  stockholders   (excluding
     approximately  362,000  shares of common stock reserved for options held by
     former  employees of EZ). The foregoing  station  information does not give
     effect to the  consummation of certain  pending EZ  transactions  which are
     described in Notes 8 and 9.

     As part of the EZ Merger, the Company assumed EZ's obligations with respect
     to $150.0 million principal amount of the EZ Senior Subordinated Notes (the
     EZ Notes) and  repaid  all  borrowings  under the EZ credit  facility  with
     borrowings  from the 1997 Credit  Agreement.  As required by the closing of
     the EZ Merger, the Company is required to offer to purchase the EZ Notes at
     101% of their principal amount.  Such offer commenced on April 19, 1997 and
     expires May 19, 1997 and, to the extent  accepted,  the Company will borrow
     funds  necessary  to  purchase  tendered  EZ Notes  under  the 1997  Credit
     Agreement.  The Company will pay $1,056.31 per $1,000  aggregate  principal
     amount of EZ Notes tendered in accordance with the offer to purchase.

     Charlotte:  In May 1997,  the  Company,  as successor to EZ, is expected to
     consummate an asset exchange  agreement  pursuant to which the Company will
     exchange WIOQ-FM and WUSL-FM in Philadelphia for WRFX-FM, WPEG-FM, WBAV-FM,
     WBAV-AM  and  WFNZ-AM  serving  Charlotte,  and  also  consummate  an asset
     purchase  agreement to purchase WNKS-FM serving Charlotte for approximately
     $10.0  million.  In February 1997, EZ and the seller entered into a consent
     decree with the Justice Department (the Charlotte Consent Decree). Pursuant
     to the  Charlotte  Consent  Decree,  and to comply with the FCC's  multiple
     ownership  rules,  EZ  agreed  to  dispose  of  WRFX-FM  (which  will  upon
     consummation  of  the  exchange,  be  transferred  to  an  independent  and
     insulated trustee). (See Note 8).

     Cincinnati and Rochester:  In April 1997,  the Company  exchanged  WVOR-FM,
     WHAM-AM and WHTK-AM  serving  Rochester,  together with $16.0 million,  for
     WKRQ-FM serving Cincinnati. (See Note 7).

     Fresno:  In April  1997,  the  Company  acquired  KOQO-AM  and  KOQO-FM for
     approximately $6.0 million.

     Rochester:  In April 1997, the Company acquired WZNE-FM (formerly WAQB-FM),
     a newly licensed Class A FM station for approximately $3.5 million.

     Sacramento:  In April 1997, the Company sold KMJI-AM for approximately $1.5
     million. (See Note 7).

     Seattle: In April 1997, the Company (as successor to EZ) exchanged WEZB-FM,
     WRNO-FM and WBYU-AM,  serving New Orleans,  for KBKS-FM (formerly  KCIN-FM)
     and KRPM-AM.


                                       10

<PAGE>


                       AMERICAN RADIO SYSTEMS CORPORATION

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


9.   Subsequent Events - (Continued)


     The Company is also  pursuing  the  acquisitions  of tower  properties  and
     additional radio stations in new and existing  markets,  none of which have
     definitive purchase agreements.

10.  Subsidiary Guarantees:

     The Company's payment  obligations under the 9% Senior  Subordinated  Notes
     (Senior  Subordinated Notes) are fully and unconditionally  guaranteed on a
     joint and several basis  (collectively,  the Subsidiary  Guarantees),  on a
     senior  subordinated  basis by all of its present and any future Restricted
     Subsidiaries   (collectively   Restricted   Guarantors).   The   Restricted
     Subsidiaries  have  also   unconditionally   guaranteed,   and  any  future
     Restricted  Subsidiaries  will be  required  to  guarantee,  on a joint and
     several  basis  (collectively,   the  Senior  Subsidiary  Guarantees),  all
     obligations  of  the  Company  under  the  Credit  Agreements.   The  Tower
     Subsidiary has not guaranteed  obligations  under the Credit  Agreements or
     the Subordinated Notes.

     The  Senior   Subordinated   Notes  and  the   Subsidiary   Guarantees  are
     subordinated  to all Senior  Debt (as  defined)  of the  Company  including
     indebtedness   under  the  Credit  Agreements  and  the  Senior  Subsidiary
     Guarantees.  The indenture governing the Senior Subordinated Notes contains
     limitations on the amount of indebtedness (including Senior Debt) which the
     Company may incur.

     With the intent that the Subsidiary  Guarantees  not constitute  fraudulent
     transfers  or  conveyances  under  applicable  state or  federal  law,  the
     obligation of each guarantor under its Subsidiary Guarantee is also limited
     to the  maximum  amount  as will,  after  giving  effect  to any  rights to
     contribution of such guarantor  pursuant to any agreement  providing for an
     equitable  contribution  among such  guarantor and other  affiliates of the
     Company of  payments  made by  guarantees  by such  parties,  result in the
     obligations  of such  guarantor  in  respect  of such  maximum  amount  not
     constituting a fraudulent conveyance.

     The  following  condensed  consolidating  financial  data  illustrates  the
     composition of the combined guarantors.  The Company believes that separate
     complete  financial  statements  of the  respective  guarantors  would  not
     provide additional material  information which would be useful in assessing
     the financial  composition of the guarantors.  No single  guarantor has any
     significant legal  restrictions on the ability of investors or creditors to
     obtain access to its assets in event of default on the Subsidiary Guarantee
     other than its subordination to Senior Debt described above.

     Investments in  subsidiaries  are accounted for by the parent on the equity
     method  for  purposes  of  the  supplemental  consolidating   presentation.
     Earnings  (losses) of subsidiaries are therefore  reflected in the parent's
     investment  accounts  and  earnings.   The  principal  elimination  entries
     eliminate   investments  in  subsidiaries  and  intercompany  balances  and
     transactions.


                                       11

<PAGE>
                       AMERICAN RADIO SYSTEMS CORPORATION

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


10.      Subsidiary Guarantees - (continued):
<TABLE>
<CAPTION>
                                  Condensed Consolidating Balance Sheet
                                              March 31, 1997
                                          (Dollars in thousands)

   
                                                   Parent and     Guarantor      Non-guarantor                    Consolidated  
                                                  its Divisions   Subsidiaries   Subsidiaries     Eliminations       Totals
                                                  -------------   ------------   -------------    ------------     ------------
<S>                                              <C>             <C>             <C>             <C>               <C>


ASSETS
CURRENT ASSETS:
   Cash and cash equivalents                      $   4,629                       $    1,653                        $    6,282
   Accounts receivable, net                          43,837       $    1,503             280                            45,620
   Prepaid expenses and other current assets          5,297                4               7                             5,308
   Deferred income taxes                              3,078              168             125                             3,371
                                                  ---------       ----------     -----------       -----------     ----------- 
      Total current assets                           56,841            1,675           2,065                            60,581

PROPERTY AND EQUIPMENT, NET                          86,086            4,741          20,848                           111,675
OTHER ASSETS:

   Investment in and advances to subsidiaries       579,046                                        $  (579,046)              0 
   Station investment notes receivable               25,461                              249                            25,710
   Goodwill - net                                   203,352           20,327           7,285                           230,964
   FCC licenses - net                                                541,433                                           541,433
   Other intangible assets - net                     30,712              311           8,411                            39,434
   Deposits and other long-term assets                9,151                              437                             9,588
                                                  ---------       ----------     -----------      ------------     ----------- 
      Total other assets                            847,722          562,071          16,382          (579,046)        847,129
                                                  ---------       ----------     -----------      ------------     ----------- 
TOTAL ASSETS                                      $ 990,649       $  568,487     $    39,295      $   (579,046)    $ 1,019,385
                                                  =========       ==========     ===========      ============     =========== 



                                       12

<PAGE>

<CAPTION>

                                 AMERICAN RADIO SYSTEMS CORPORATION

                   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                             (Continued)


10.      Subsidiary Guarantees - (continued):


                                  Condensed Consolidating Balance Sheet
                                              March 31, 1997
                                          (Dollars in thousands)

   
                                                   Parent and     Guarantor      Non-guarantor                    Consolidated  
                                                  its Divisions   Subsidiaries   Subsidiaries     Eliminations       Totals
                                                  -------------   ------------   -------------    ------------     ------------
<S>                                              <C>             <C>             <C>             <C>               <C>

LIABILITIES AND STOCKHOLDERS'
   EQUITY
CURRENT LIABILITIES:
   Current maturities of long-term debt            $    497                      $       120                       $       617
   Accounts payable and accrued expenses             23,018       $      711           1,822                            25,551
                                                  ---------       ----------     -----------      ------------     -----------
      Total current liabilities                      23,515              711           1,942                            26,168


NON-CURRENT LIABILITIES:
   Deferred income taxes                              8,350           20,943             230                            29,523
   Other long-term liabilities                        4,260                               18                             4,278
   Long-term debt                                   372,104                            4,387                           376,491
                                                  ---------       ----------     -----------      ------------     -----------
      Total non-current liabilities                 384,714           20,943           4,635                           410,292

MINORITY INTEREST IN SUBSIDIARY                                                          505                               505
REDEEMABLE EXCHANGEABLE
   PREFERRED STOCK                                  203,792                                                            203,792

STOCKHOLDERS'  EQUITY:
   Preferred Stock                                        1                                                                  1
   Common Stock                                         211                                                                211
   Additional paid-in capital                       379,127          546,270          32,861      $   (579,131)        379,127   
   Unearned compensation                               (273)                                                              (273)
   Retained earnings                                      0              563            (648)               85               0
   Treasury stock                                      (438)                                                              (438)
                                                  ---------       ----------     -----------      ------------     -----------
      Total stockholders' equity                    378,628          546,833          32,213          (579,046)        378,628
                                                  ---------       ----------     -----------      ------------     -----------
TOTAL LIABILITIES AND STOCKHOLDERS'
   EQUITY                                         $ 990,649       $  568,487     $    39,295      $   (579,046)    $ 1,019,385
                                                  =========       ==========     ===========      ============     ===========





                                       13

<PAGE>
<CAPTION>

                                 AMERICAN RADIO SYSTEMS CORPORATION

                   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                             (Continued)


10.      Subsidiary Guarantees - (continued):


                             Condensed Consolidating Statement of Operations
                                For the Three Months Ended March 31, 1997
                                          (Dollars in thousands)

                                                   Parent and     Guarantor      Non-guarantor                    Consolidated  
                                                  its Divisions   Subsidiaries   Subsidiaries     Eliminations       Totals
                                                  -------------   ------------   -------------    ------------     ------------
<S>                                              <C>             <C>             <C>             <C>               <C>

Net broadcast revenues                            $  51,171       $    1,773                                       $    52,944
Tower revenues                                            8                      $     1,366               (81)          1,293
License fees charged to Parent                       (5,154)           5,154                                                 0
                                                  ---------       ----------     -----------      ------------     -----------
Total net revenues                                   46,025            6,927           1,366               (81)         54,237

Operating expenses excluding
    depreciation and amortization, net
    local marketing agreement and
    corporate general and administrative             38,694            1,453             818               (81)         40,884
    expenses
  Net local marketing agreement expense               2,599             (667)                                            1,932
  Depreciation and amortization                       3,425            3,495             504                             7,424
  Corporate general and administrative                1,777                                                              1,777
                                                  ---------       ----------     -----------      ------------     -----------
Operating income (loss)                                (470)           2,646              44                 0           2,220

Other income (expense):
  Interest expense                                   (7,408)                             (96)                           (7,504)
  Interest income                                       631                               25                               656

  Gain (loss) on sale of assets and other,
    net                                                 298                              (80)                              218
  Equity in (loss) of subsidiaries, net of
    income taxes recorded at the
    subsidiary level                                   (103)                                               103               0
                                                  ---------       ----------     -----------      ------------     -----------
Income (loss) before income taxes and
    extraordinary item                               (7,052)           2,646            (107)              103          (4,410)
  Benefit (provision) for income taxes                4,327           (2,691)             49                             1,685
                                                  ---------       ----------     -----------      ------------     -----------
Income (loss) before extraordinary loss              (2,725)             (45)            (58)              103          (2,725)
Extraordinary loss on extinguishment of
    debt - net of tax benefit                        (1,639)                                                            (1,639)
                                                  ---------       ----------     -----------      ------------     -----------
Net income (loss)                                 $  (4,364)      $      (45)    $       (58)     $         103    $    (4,364)
                                                  =========       ==========     ===========      ============     ===========



                                       14



<PAGE>

<CAPTION>

                                 AMERICAN RADIO SYSTEMS CORPORATION

                   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                             (Continued)


10.      Subsidiary Guarantees - (continued):


                             Condensed Consolidating Statement of Cash Flows
                                For the Three Months Ended March 31, 1997
                                          (Dollars in thousands)


                                                    Parent and     Guarantor     Non-guarantor                     Consolidated  
                                                  its Divisions   Subsidiaries   Subsidiaries     Eliminations       Totals
                                                  -------------   ------------   -------------    ------------     ------------
<S>                                              <C>             <C>             <C>             <C>               <C>

Cash flows from (used for) operating              $  (1,912)      $       34      $      291                        $   (1,587)
                                                  ---------       ----------     -----------      ------------     -----------
Investing Activities:
  Payments for purchase of property and
        equipment and intangible assets              (5,395)                          (2,458)                           (7,853)
  Proceeds from radio station sales                     403           20,000                                            20,403
  Payments for radio station acquisitions          (262,863)                                                          (262,863)
  Repayment for station investment notes
     receivable                                       1,243                                                              1,243
  Issuance of station investment notes
     receivable                                        (375)                            (249)                             (624)
  Deposits and other long-term assets                16,455              (48)             10                            16,417 
                                                  ---------       ----------     -----------      ------------     -----------
Cash flows used by investing activities            (250,532)          19,952          (2,697)                         (233,277)
                                                  ---------       ----------     -----------      ------------     -----------


Financing Activities:
  Borrowings under Credit Agreements and
     other                                          276,500                                                            276,500
  Repayment of Credit Agreements                   (230,000)                                                          (230,000)
  Repayment of other obligations                       (245)                             (29)                             (274)
  Net proceeds from equity offerings and
     options                                            160                                                                160
  Net proceeds from exchangeable preferred
     stock                                          192,350                                                            192,350
  Additions to deferred financing costs              (5,526)                                                            (5,526)
  Distributions to minority interest                                                    (105)                             (105)
  Dividends paid                                     (2,406)                                                            (2,406)
  Investment in and advances to subsidiaries         18,166          (19,986)          1,820                                 0
                                                  ---------       ----------     -----------      ------------     -----------
Cash flows from financing activities                248,999          (19,986)          1,686                           230,699
                                                  ---------       ----------     -----------      ------------     -----------    
 Decrease in cash and cash equivalents               (3,445)                            (720)                           (4,165)

Cash and cash equivalents at beginning
       of period                                      8,074                            2,373                            10,447 
                                                  ---------       ----------     -----------      ------------     -----------
Cash and cash equivalents at end of period        $   4,629       $        0     $     1,653      $          0     $     6,282
                                                  =========       ==========     ===========      ============     ===========


                                       15

<PAGE>
<CAPTION>

                                 AMERICAN RADIO SYSTEMS CORPORATION

                   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                             (Continued)


10.      Subsidiary Guarantees - (continued):


                                  Condensed Consolidating Balance Sheet
                                            December 31, 1996
                                          (Dollars in thousands)

                                                   Parent and     Guarantor      Non-guarantor                    Consolidated  
                                                  its Divisions   Subsidiaries   Subsidiaries     Eliminations       Totals
                                                  -------------   ------------   -------------    ------------     ------------
<S>                                              <C>             <C>             <C>             <C>               <C>


ASSETS
CURRENT ASSETS:
   Cash and cash equivalents                      $   8,074                       $    2,373                       $    10,447
   Accounts receivable, net                          49,565       $    2,095             237                            51,897
   Prepaid expenses and other current assets          3,509               14              80                             3,603
   Deferred income taxes                              3,202              168                                             3,370
                                                  ---------       ----------     -----------      ------------     -----------
      Total current assets                           64,350            2,277           2,690                            69,317

PROPERTY AND EQUIPMENT, NET                          67,267            3,271          19,709                            90,247
OTHER ASSETS:
   Investment in and advances to subsidiaries       314,983                                       $   (314,983)              0
   Station investment notes receivable               69,920                                                             69,920
   Goodwill - net                                   200,449           20,457          11,243                           232,149
   FCC licenses - net                                                233,558                                           233,558
   Other intangible assets - net                     24,178              327           3,048                            27,553
   Deposits and other long-term assets               25,589               48             427                            26,064
   Net assets held under exchange agreement                           47,495                                            47,495
                                                  ---------       ----------     -----------      ------------     -----------
      Total other assets                            635,119          301,885          14,718          (314,983)        636,739
                                                  ---------       ----------     -----------      ------------     -----------
TOTAL ASSETS                                      $ 766,736       $  307,433     $    37,117      $   (314,983)    $   796,303
                                                  ---------       ----------     -----------      ------------     -----------


                                       16

<PAGE>

<CAPTION>

                       AMERICAN RADIO SYSTEMS CORPORATION

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

10.      Subsidiary Guarantees - (continued):


                                  Condensed Consolidating Balance Sheet
                                            December 31, 1996
                                          (Dollars in thousands)

  
                                                   Parent and     Guarantor      Non-guarantor                    Consolidated  
                                                  its Divisions   Subsidiaries   Subsidiaries     Eliminations       Totals
                                                  -------------   ------------   -------------    ------------     ------------
<S>                                              <C>             <C>             <C>             <C>               <C>

LIABILITIES AND STOCKHOLDERS'
   EQUITY
CURRENT LIABILITIES:
   Current maturities of long-term debt           $     444                      $       117                       $       561
   Accounts payable and accrued expenses             31,087              656           2,027                            33,770
                                                  ---------       ----------     -----------      ------------     -----------
     Total current liabilities                       31,531              656           2,144                            34,331

NON-CURRENT LIABILITIES:
   Deferred income taxes                             11,405           21,521             279                            33,205
   Other long-term liabilities                        2,129                               20                             2,149
   Long-term debt                                   325,693                            4,418                           330,111
                                                  ---------       ----------     -----------      ------------     -----------
      Total non-current liabilities                 339,227           21,521           4,717                           365,465

MINORITY INTEREST  IN SUBSIDIARY                       (185)                             529                               344

STOCKHOLDERS'  EQUITY:
   Preferred Stock                                        1                                                                  1
   Common Stock                                         211                              500      $       (500)            211
   Additional paid-in capital                       390,731          284,649          29,817          (314,466)        390,731
   Unearned compensation                               (297)                                                              (297)
   Retained earnings                                  5,955              607            (590)              (17)          5,955
   Treasury stock                                      (438)                                                              (438)
                                                  ---------       ----------     -----------      ------------     -----------
      Total stockholders' equity                    396,163          285,256          29,727          (314,983)        396,163
                                                  ---------       ----------     -----------      ------------     -----------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY                                            $ 766,736       $  307,433     $    37,117      $   (314,983)    $   796,303
                                                  =========       ==========     ===========      ============     ===========

                                       17

<PAGE>
<CAPTION>


                       AMERICAN RADIO SYSTEMS CORPORATION

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

10.      Subsidiary Guarantees - (continued):


                             Condensed Consolidating Statement of Operations
                                For the Three Months Ended March 31, 1996
                                          (Dollars in thousands)


                                                   Parent and     Guarantor      Non-guarantor                    Consolidated  
                                                  its Divisions   Subsidiaries   Subsidiaries     Eliminations       Totals
                                                  -------------   ------------   -------------    ------------     ------------
<S>                                              <C>             <C>             <C>             <C>               <C>

Net broadcast revenues                            $  23,374                                                        $    23,374
Tower revenues                                                                   $       274                               274
License fees                                           (500)      $      500                                                 0
                                                  ---------       ----------     -----------      ------------     -----------
Total net revenues                                   22,874              500             274                            23,648


Operating expenses excluding depreciation and
     amortization, net local marketing agreement
     corporate general and administrative
     expenses                                        17,870                              253                            18,123   
Net local marketing agreement expenses                  450                                                                450     
Depreciation and amortization                         1,590              500             110                             2,200
Corporate general and administrative                  1,082                                                              1,082 
                                                  ---------       ----------     -----------      ------------     -----------
Operating income                                      1,882                              (89)                            1,793

Other income (expense):
  Interest income                                     2,118                                                              2,118
  Interest expense                                   (4,700)                              (2)                           (4,702)
  Gain (loss) on sale of assets and other               (36)                                                               (36)
  Equity in (loss) of subsidiaries, net of income
     taxes recorded at the subsidiary level       $     (50)                                      $         50               0
                                                  ---------       ----------     -----------      ------------     -----------
Income (loss) before income taxes                      (786)                             (91)               50            (827)
   Benefit for income taxes                             330                               41                               371
                                                  ---------       ----------     -----------      ------------     -----------
Net income                                        $    (456)      $        0     $       (50)     $         50     $      (456)
                                                  =========       ==========     ===========      ============     ===========




                                       18

<PAGE>

<CAPTION>

                                 AMERICAN RADIO SYSTEMS CORPORATION

                   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                             (Continued)

10.      Subsidiary Guarantees - (continued):


                             Condensed Consolidating Statement of Cash Flows
                                For the Three Months Ended March 31, 1996
                                          (Dollars in thousands)


                                                    Parent and     Guarantor     Non-guarantor                     Consolidated  
                                                  its Divisions   Subsidiaries   Subsidiaries     Eliminations       Totals
                                                  -------------   ------------   -------------    ------------     ------------
<S>                                              <C>             <C>             <C>             <C>               <C>

Cash flows from operating activities              $   6,798                      $       787                       $     7,585
                                                  ---------       ----------     -----------      ------------     -----------

Investing Activities:
  Payments for purchase of property, equipment
    and intangible assets                            (2,585)                            (710)                           (3,295)
  Payments for  purchase of tower properties         (2,200)                          (2,502)                           (4,702)
  Issuance of station investment notes receivable   (15,514)                                                            (15,514)
  Deposits and other long-term assets               (13,514)                             (55)                          (13,569)
                                                  ---------       ----------     -----------      ------------     -----------
Cash flows used by investing activities             (33,813)                          (3,267)                          (37,080)
                                                  ---------       ----------     -----------      ------------     -----------
Financing Activities:
  Repayment under Credit Agreements                (151,500)                                                           (151,500)
  Net proceeds from debt offering  - net of
    discount                                        168,321                                                             168,321
  Net proceeds from equity offerings and options    115,076                                                             115,076
  Repayment of other obligations                       (175)                              (1)                             (176)
  Investment in and advances to subsidiaries                                           2,626            (2,626)
                                                  ---------       ----------     -----------      ------------     -----------
Cash flows from financing activities                131,722                            2,625            (2,626)        131,721

Increase in cash and cash equivalents               104,707                              145            (2,626)        102,226


Cash and cash equivalents at beginning of       
    period                                            3,890                                                              3,890
                                                  ---------       ----------     -----------      ------------     -----------
Cash and cash equivalents at end of period        $ 108,597       $        0     $       145      $     (2,626)    $   106,116
                                                  =========       ==========     ===========      ============     ===========

</TABLE>

                                       19


<PAGE>



ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS


This  Report  contains   "forward-looking   statements"   including   statements
concerning  projections,  plans,  objectives,  future events or performance  and
underlying  assumptions and other  statements which are other than statements of
historical  fact. The Company wishes to caution  readers that certain  important
factors may have affected and could in the future  affect the  Company's  actual
results and could cause the

Company's actual results for subsequent  periods to differ materially from those
expressed in any forward-looking  statement made by or on behalf of the Company.
These  important  factors include among others,  the following:  (i) any adverse
change in the  laws,  regulations  and  policies  governing  the  operation  and
ownership of radio stations, including, but not limited to, those established by
Congress,  the Federal  Communications  Commission and the Antitrust Division of
the U.S.  Justice  Department;  and (ii) the Company's  financial  leverage as a
result of borrowings under its credit facility,  which bear interest at variable
rates, and the issuance of the Subordinated Notes could make it vulnerable to an
increase in interest  rates or a downturn in the  operating  performance  of its
radio stations or a downturn in economic conditions.

Three months ended March 31, 1997 and 1996

As of March 31, 1997,  the Company  owned  and/or  operated  forty-seven  FM and
twenty-four  AM  stations.  See  the  Form  10-K  and  the  unaudited  condensed
consolidated financial statements for a description of the 1997 and 1996 station
and tower acquisitions.  As of March 31, 1996, the Company owned and/or operated
sixteen FM and nine AM stations.  These transactions have significantly affected
operations  for the three  months  ended March 31, 1997 as compared to the three
months ended March 31, 1996.

Net  revenues  were $54.2  million  for the three  months  ended  March 31, 1997
compared  to $23.6  million  for the same three  months in 1996,  an increase of
$30.6 million or 129.7%.  This increase was  attributable  to revenue  growth in
some of the Company's  existing markets and, to a more substantial  extent,  the
impact  of  acquisitions  that  occurred  in the  latter  half of 1996 and first
quarter of 1997.

Station operating  expenses  excluding net local marketing  agreement  expenses,
depreciation and amortization and corporate general and administrative  expenses
were $40.9  million for the three months ended March 31, 1997  compared to $18.1
million  for the same period in 1996,  an  increase of $22.8  million or 126.0%.
This  increase  was due to the impact of  increased  costs  associated  with the
Company's revenue growth.

Net local  marketing  agreement  expenses were $1.9 million for the three months
ended March 31, 1997 compared to $0.5 million for the same three months in 1996,
an increase of $1.4 million.  Local marketing  agreement  expenses for the three
months ended March 31, 1997 are presented net of  approximately  $0.7 million of
revenues earned under such agreements.

Depreciation  and  amortization  was $7.4 million and $2.2 million for the three
months  ended March 31, 1997 and March 31,  1996,  respectively,  an increase of
$5.2  million.  This  increase  was  primarily  attributable  to the  impact  of
increased  expenses  associated with the increase in depreciable and amortizable
assets  resulting from the 1996 and 1997 station  acquisitions  and, to a lesser
extent,  the impact of increased  values  being  ascribed to FCC licenses in the
purchase price allocation of 1997 station acquisitions.

Corporate general and administrative  expenses increased to $1.8 million for the
three  months  ended March 31, 1997 from $1.1 million for the three months ended
March 31,  1996,  an  increase  of $0.7  million  or 63.6%.  This  increase  was
primarily  attributable to the higher personnel costs associated with supporting
the Company's greater number of stations.


                                       20

<PAGE>


Results of Operations - (continued):


Interest  expense  was $7.5  million for the three  months  ended March 31, 1997
compared to $4.7  million for the 1996  period,  an increase of $2.8  million or
59.6%.  The increase is related to higher  borrowing  levels under the Company's
credit  agreements in 1997 as compared to 1996 which  resulted from the 1996 and
1997 acquisitions.

Interest  income was $0.7  million  for the three  months  ended  March 31, 1997
compared to $2.1  million for the three  months ended March 31, 1996, a decrease
of $1.4 million. The decrease is attributable to higher investable cash balances
and  interest  income  earned on  certain  station  investment  notes in 1996 as
compared  to  1997,  a  portion  of  which  notes  were  used  to  fund  station
acquisitions.

The gain  (loss)  on the  sales  of  assets  and  other in 1997 and 1996 was not
material.

The income tax benefit from operations for the three months ended March 31, 1997
was $1.7 million as
compared to a benefit of $0.4 million for three months ended March 31, 1996. The
effective  tax rate for the three months ended March 31, 1997 was  approximately
38.2% compared to 44.9% in 1996. The higher effective rate in 1996 is due to the
effect of permanent  differences,  principally  amortization  of  non-deductible
goodwill on certain stock acquisitions.

The  extraordinary  loss for the three  months  ended  March  31,  1997 was $1.6
million,  net of a $1.0 million tax benefit. The extraordinary loss was a result
of certain  deferred  financing costs being written off in January 1997 pursuant
to the extinguishment of debt under the Company's previous credit agreement.

Preferred  stock  dividends  for the three months ended March 31, 1997 were $6.2
million.  $2.4 million of the  dividends  are  attributable  to the  Convertible
Preferred  Stock  issued in late June 1996 and $3.8  million  of  dividends  are
attributable  to the  Cumulative  Exchangeable  Preferred  Stock  issued in late
January 1997.

Net loss  applicable  to common  stockholders  was $10.6  million  for the three
months ended March 31, 1997  compared to $0.5 million for the three months ended
March  31,  1996,  an  increase  of $10.1  million  as a result  of the  factors
discussed above.

Liquidity and Capital Resources

The Company's  liquidity  needs arise from its  acquisition-related  activities,
debt service,  working  capital,  capital  expenditures  and dividend  payments.
Historically,   the  Company  has  met  its  operational  liquidity  needs  with
internally   generated   funds  and  has  financed  the   acquisition  of  radio
broadcasting  properties and tower related properties with a combination of bank
borrowings  and  proceeds  from  the  sale  of the  Company's  equity  and  debt
securities.  For the three  months  ended  March 31,  1997 cash  flows used from
operating  activities  was $1.6  million,  as  compared  to cash from  operating
activity of $7.6 million for the three  months ended March 31, 1996.  The change
is primarily  attributable  to working  capital  investments  related to station
acquisition and growth.

Cash flows used for  investing  activities  were  $233.3  million  for the three
months  ended March 31, 1997 as compared to $37.1  million for the three  months
ended March 31, 1996. The increase is attributable to the increased  acquisition
activity in 1997 as compared to 1996.

Cash provided by financing  activities  was $230.7  million for the three months
ended March 31, 1997 as compared to $131.7  million for the three  months  ended
March 31, 1996. The increase in 1997 is due to the exchangeable  preferred stock
offering described below and the impact of borrowings under the Company's credit
agreement.


                                       21

<PAGE>

Liquidity and Capital Resources - (continued):


Offering:  In January  1997,  the  Company  consummated  a private  offering  of
2,000,000  shares  of 11 3/8%  Cumulative  Exchangeable  Preferred  Stock,  $100
liquidation preference per share (Exchangeable Preferred Stock). Net proceeds to
the Company from the offering were approximately $192.4 million. Proceeds of the
offering  were used  initially  to repay  indebtedness  and  thereafter  to fund
acquisitions. Dividends on the Exchangeable Preferred Stock are cumulative at an
annual  rate of 11 3/8%  (equivalent  to  $11.375  per  share)  and are  payable
quarterly in cash,  or, at the  Company's  election,  on or prior to January 15,
2002, with the issuance of additional shares.  The Exchangeable  Preferred Stock
possesses mandatory  redemption features and has been classified  accordingly in
the  financial  statements.   See  the  Form  10-K  for  a  description  of  the
Exchangeable Preferred Stock.

Credit  Agreements:  As of March 31, 1997, the Company had approximately  $377.1
million  of  total  long-term  debt  (including  the  current  portion  thereof)
outstanding.   This  included   approximately   $200.5   million  of  borrowings
outstanding under the Company's and the Tower Subsidiary's credit agreements and
the $175.0 million  outstanding under the Senior  Subordinated Notes. In January
1997, the Company  entered into new credit  agreements with a syndicate of banks
(the 1997  Credit  Agreement)  which  replaced  the $300.0  million  1995 Credit
Agreement.   The  1997  Credit  Agreement   consists  of  two  separate  lending
agreements,  providing for facilities  consisting of a $550.0  million  reducing
revolver credit facility, a $200.0 million revolving credit converting to a term
loan  facility  and a $150.0  million  term  loan  facility,  available  only to
repurchase,  if required,  certain note  obligations of EZ which were assumed by
the  Company  in  connection  with the EZ Merger.  The terms of the 1997  Credit
Agreement are described in the Form 10-K.

In November 1996, the Tower  Subsidiary  entered into a credit  agreement (Tower
Credit  Agreement) that provides the Tower  Subsidiary with a $70.0 million loan
commitment  and  an  incremental  $20.0  million  loan,  contingent  upon  Tower
obtaining  additional  equity.  As of March 31,  approximately  $2.5  million of
borrowings were outstanding under the Tower Credit  Agreement.  The terms of the
Tower Credit Agreement are described in the Form 10-K.

In order to finance acquisitions of radio stations, tower related properties and
for general corporate purposes, the Company has borrowed and expects to continue
to borrow  under its credit  agreements.  As part of the EZ Merger,  the Company
assumed EZ's obligations with respect to $150.0 million  principal amount of the
EZ Notes and repaid all borrowings  under the EZ credit facility with borrowings
from the 1997 Credit Agreement. As required by the closing of the EZ Merger, the
Company is required to offer to purchase the EZ Notes at 101% of their principal
amount.  Such offer commenced on April 19, 1997 and expires May 19, 1997 and, to
the extent  accepted,  the  Company  will  borrow  funds  necessary  to purchase
tendered  EZ Notes  under  the  1997  Credit  Agreement.  The  Company  will pay
$1,056.31  per  $1,000  aggregate  principal  amount  of EZ  Notes  tendered  in
accordance with the offer to purchase.

A substantial portion of the Company's cash flow from operations is required for
debt  service.  The  Company  believes  that cash flow from  operations  will be
sufficient to meet debt service requirements for interest and scheduled payments
of principal under the credit agreements and the Senior  Subordinated  Notes and
the EZ Notes.  However,  the  Company's  leverage  could make it vulnerable to a
downturn in the operating performance of its radio stations, tower properties or
a downturn in economic conditions.



                                       22
<PAGE>


Liquidity and Capital Resources - (continued):

The Company  believes that its cash flows from  operations will be sufficient to
meet  its  quarterly  dividend,  debt  service  requirements  for  interest  and
scheduled  payments of principal  under the 1997 Credit  Agreement and its other
debt obligations.  If such cash flow is not sufficient to meet such debt service
requirements,  the Company may be required to sell equity securities,  refinance
its  obligations  or dispose of one or more of its  properties  in order to make
such  scheduled  payments.  There can be no assurance  that the Company would be
able to effect any of such transactions on favorable terms.

The  Company's  working  capital  needs  fluctuate  throughout  the  year due to
industry-wide  seasonality  and its  broadcast  of sporting  events at different
times during the year. The Company historically has had sufficient cash from its
operations to meet its working capital needs and believes that it has sufficient
financial  resources  available  to it,  including  borrowing  under the  credit
agreements, to finance operations for the foreseeable future.

The Company has entered into numerous station and tower  acquisition and related
agreements  (see the  Form  10-K and the  Notes  to the  Condensed  Consolidated
Financial  Statements).  The consummation of each of these agreements is subject
to, among other  things,  FCC approval and in some cases  expiration  or earlier
termination  of the HSR Act waiting  period and the  negotiation  of  definitive
agreements.  Unless  otherwise  noted,  the Company intends to effect all of the
transactions  as soon as the  necessary  approvals  are  obtained.  The  Company
intends to finance the  acquisitions  with available cash,  borrowings under the
1997 Credit Agreement, and, in certain cases, issuance of equity securities.

The Company incurred  approximately $7.9 million in capital  expenditures in the
three months ended March 31, 1997, principally related to tower construction and
office  consolidations.  The Company expects capital  expenditures in 1997 to be
approximately  $20.0  million,  consisting  principally  of tower  construction,
office  consolidations  and ongoing technical  improvements.  To the extent that
funds generated from operations,  or available cash, are insufficient to finance
non-recurring  capital  expenditures,  the  Company  would  seek to  borrow  the
necessary funds under the 1997 Credit Agreement.

Inflation

The impact of inflation on the Company's  operations has not been significant to
date.  However,  there can be no assurance  that a high rate of inflation in the
future  would  not have  material  adverse  effect  on the  Company's  operating
results.

Recent Accounting Pronouncement

In March 1997, the Financial  Accounting  Standards Board released  Statement of
Financial  Accounting  Standards No. 128, "Earnings Per Share",  (FAS 128) which
the Company will adopt in the fourth  quarter of 1997.  FAS 128 will require the
Company to restate all  previously  reported  earnings per share  information to
conform with the new pronouncement's requirements.



                                       23

<PAGE>



PART II.   OTHER INFORMATION

Item 1. - Legal Proceedings

In the normal  course of business,  the Company is subject to certain  suits and
other matters.  Management  believes that the eventual resolution of any pending
matters,  either  individually  or in the  aggregate,  will not have a  material
effect on financial position, liquidity or results of operations.


Item 2. - Changes in Securities

Unregistered Issuances of Securities

On January 30, 1997, the Company sold 2,000,000 shares of its 11 3/8% Cumulative
Exchangeable   Preferred  Stock,   $100  liquidation   preference,   to  certain
institutional purchasers pursuant to the exemption from registration provided by
section 4 (2) of the  Securities Act of 1933, as amended (the  Securities  Act).
The net  proceeds  to the  Company  from  such sale  were  approximately  $192.4
million.

On January 21, 1997,  the Company  issued  18,341 shares of Class A Common Stock
shares to the principal  stockholders of Tsunami  Communications  of Cincinnati,
Inc. (Tsunami) as consideration, in part for the merger of Tsunami with and into
the  Company.  The Company  issued such shares  pursuant to the  exemption  from
registration provided by Section 4 (2) of the Securities Act.







                                       24
<PAGE>



Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits

         Listed below are the exhibits which are filed as part of this Form 10-Q
(according to the number  assigned to them in Item 601 of Regulation  S-K). Each
exhibit  marked by a (*) is  incorporated  by reference to American's  Report on
Form 10-K for the year ended  December 31, 1996.  Each exhibit  marked by a (**)
has been  previously  filed as an  exhibit  as part of  American's  Registration
Statement on Form S-4 (File No. 333-26085), as amended, filed on April 29, 1997.
Exhibit  numbers in  parenthesis  refer to the exhibit  number in the applicable
filing.
<TABLE>
<CAPTION>


  Exhibit No.                     Description of Document                               
   <S>          <C>                                                         <C>

      3.1        The Certificate of Designation of Preferences and
                 Rights of the Series B Cumulative Exchangeable
                 Preferred Stock, as filed with the Secretary of State
                 of the State of Delaware on January 29, 1997..............  Incorporated by reference herein
                                                                             from the Company's Form 8-K
                                                                             dated February 10, 1997 (99.10)
      3.2        The Certificate of Designation of Preferences and
                 Rights of the Cumulative Exchangeable Preferred 
                 Stock, as filed with the Secretary of State
                 of the State of Delaware on January 29, 1997..............  Incorporated by reference herein
                                                                             from the Company's Form 8-K
                                                                             dated February 10, 1997 (99.9)
       4         Indenture, dated as of January 30, 1997, by and
                 between the Company and Fleet National Bank
                 relating to the Company's 11 3/8% Subordinated
                 Exchange Debentures due 2009..............................  Incorporated by reference herein
                                                                             from the Company's Form 8-K
                                                                             dated February 10, 1997
      10.1       Asset Exchange Agreement, dated March 31, 1996 by
                 and between Professional Broadcasting, Incorporated,
                 EZ New Orleans, Inc. and Heritage, Media Inc..............  Incorporated by reference herein
                                                                             from the EZ Communications, Inc.
                                                                             Quarterly Report on Form 10-Q
                                                                             (File No. 0-16265) dated May 15,
                                                                             1996
      10.2       Time Brokerage Agreement, dated March 18, 1996
                 between EZ New Orleans, Inc. and Heritage Media,
                 Inc.......................................................  Incorporated by reference herein
                                                                             from the EZ Communications, Inc.
                                                                             Quarterly Report on Form 10-Q
                                                                             (File No. 0-16265) dated May 15,
                                                                             1996
      10.3       Time Brokerage Agreement, dated March 18, 1996
                 between Heritage Media, Inc and Professional
                 Broadcasting, Incorporated................................  Incorporated by reference herein
                                                                             from the EZ Communications, Inc.
                                                                             Quarterly Report on Form 10-Q
                                                                             (File No. 0-16265) dated May 15,
                                                                             1996
      10.4       Asset Purchase Agreement, dated December 12, 1996
                 by and between Professional Broadcasting,
                 Incorporated, EZ Seattle, Inc. and Inspiration Media,
                 Inc.......................................................  Incorporated by reference herein    
                                                                             from the EZ Communications, Inc.    
                                                                             Annual Report on Form 10-K (File    
                                                                             No. 0-16265) dated March 31,        
                                                                             1997 

                                       25
<PAGE>                                                                       

<CAPTION>

  Exhibit No.                     Description of Document                              
   <S>          <C>                                                         <C>

      10.5       Asset Purchase Agreement, dated November 18, 1996
                 by and among Charter Communications Radio of St.
                 Louis, L.L.C., Professional Broadcasting,
                 Incorporated and EZ St. Louis, Inc. ......................  Incorporated by reference herein
                                                                             from the EZ Communications, Inc.
                                                                             Annual Report on Form 10-K (File
                                                                             No. 0-16265) dated March 31,
                                                                             1997
      10.6       Asset Exchange Agreement, dated December 5, 1996
                 by and among EZ Communications, Inc., Professioanl
                 Broadcasting, Incorporated, EZ Philadelphia, Inc.,
                 Evergreen Media Corporation of the East, Evergreen
                 Media Corporation of Carolinaland, WBAV/WBAV-
                 FM/WPEG License Corp. and WRFX License Corp...............  Incorporated by reference herein
                                                                             from the EZ Communications, Inc.
                                                                             Annual Report on Form 10-K (File
                                                                             No. 0-16265) dated March 31,
                                                                             1997
      10.7       Agreement and Plan of Merger, dated January 2,
                 1997 between the Company and Tsunami
                 Communications of Cincinnati, Inc.........................  *(10.102)
      10.8       Agreement to Amend, dated January 2, 1997 by and
                 among the Company, Tsunami Communications of
                 Cincinnati, Inc., WGRR Limited Partnership and The
                 Dalton Group, Inc.........................................  *(10.103)
      10.9       Asset Purchase Agreement, dated January 22, 1997
                 by and among the Company, WGRR Limited
                 Partnership and The Dalton Group, Inc..................     *(10.104)
     10.10       Asset Purchase Agreement, dated February 3, 1997
                 between the Company and Amaturo Group of Texas,
                 Ltd.......................................................  *(10.105)
     10.11       Time Brokerage Agreement, dated February 14, 1997
                 between the Company and Citicasters Co....................  *(10.106)
     10.12       Agreement of Sale, dated February 14, 1997 by and
                 among the Company, American Radio Systems
                 License Corp. and Kimtron, Inc.........................     *(10.107)
     10.13       Time Brokerage Agreement, dated February 28, 1997
                 between the Company and Citicasters Co....................  *(10.108)
     10.14       Agreement and Plan of Merger, dated March 3, 1997
                 between the Company and Alta Broadcasting
                 Company, Inc..............................................  *(10.109)
     10.15       Credit Agreement, dated January 24, 1997 by and
                 among the Company, the Bank of New York and the
                 Lenders named therein.....................................  Incorporated by reference to
                                                                             Exhibit 99.1 and 99.2 from the
                                                                             Company's Form 8-K dated
                                                                             February 10, 1997


                                       26
<PAGE>

<CAPTION>


  Exhibit No.                     Description of Document                              
   <S>          <C>                                                         <C>

     10.16       Asset Purchase Agreement, dated February 5, 1997
                 between the Company and Meridian Sales and
                 Services Company..........................................  *(10.114)
     10.17       Asset Exchange Agreement, dated February 25, 1997
                 by and between EZ Communications, Inc.,
                 Professional Broadcasting, Incorporated, EZ
                 Philadelphia, Inc., SFX Broadcasting, Inc. and SFX
                 Holdings, Inc.............................................  Filed herewith as Exhibit 10.17
     10.18       Asset Purchase Agreement, dated May 7, 1997 by
                 and between the Company, American Radio Systems
                 License Corp., KKSJ, Inc. and KKSJ License, Inc...........  Filed herewith as Exhibit 10.18
     10.19       Trust Agreement, dated April 4, 1997 by and
                 among the Company, American Radio Systems
                 License Corp. and Richard Oppenheimer as trustee..........  Filed herewith as Exhibit 10.19
     10.20       Asset Exchange Agreement, dated April 17, 1997 by
                 and among the Company, American Radio Systems
                 License Corp., Latin Communications Group, Inc.,
                 EXCL Communications, Inc., Radio Exito, Inc. and
                 Portland Radio, Inc.......................................  Filed herewith as Exhibit 10.20
     10.21       Asset Purchase Agreement, dated March 31, 1997
                 between the Company and Amaturo Group of
                 California, Ltd...........................................  Filed herewith as Exhibit 10.21
     10.22       Asset Purchase Agreement, dated May 6, 1997
                 between the Company and Stellar Communications,
                 Inc.......................................................  Filed herewith as Exhibit 10.22
       11        Statement Re Computation of Per Share Earnings............  Filed herewith as Exhibit 11
       12        Statement Re Computation of Ratio of Earnings to
                 Combined Fixed Charges and Preferred Stock Dividends......  Filed herewith as Exhibit 12
       27        Financial Data Schedule...................................  Filed herewith as Exhibit 27
      99.1       Form of Notice of Guaranteed Delivery for 11 3/8
                 Cumulative Exchangeable Preferred Stock, Series B........   **(99.1)
      99.2       Form of Letter of Transmittal for 11 3/8 Cumulative
                 Exchangeable Preferred Stock, Series B....................  **(99.2)
      99.3       Form of Exchange Agent Agreement between
                 American and Harris Trust and Savings Bank, dated
                 as of April __, 1997......................................  **(99.3)

</TABLE>
    

   

(b)       Reports on Form 8-K


   1.      Form 8-K/A (Items 5 and 7) on March 25, 1997.
   2.      Form 8-K (Items 5 and 7) on March 18, 1997.
   3.      Form 8-K (Items 2, 5 and 7) on February 18, 1997.
   4.      Form 8-K (Items 5 and 7) on February 10, 1997.
   5.      Form 8-K (Items 5 and 7) on January 22, 1997.
   6.      Form 8-K (Items 5 and 7) on January 3, 1997.





                                       27




<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  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.



                                     AMERICAN RADIO SYSTEMS CORPORATION

Date: May 14, 1997                   BY: /s/ Joseph L. Winn
                                     Joseph L. Winn
                                     Treasurer & Chief Financial Officer
                                     (Duly Authorized Officer)



Date: May 14, 1997                   BY: /s/ Justin D. Benincasa
                                     Justin D. Benincasa
                                     Vice President & Corporate Controller
                                     (Duly Authorized Officer)


                                       28