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 September 30, 1996

__       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 October 31, 1996
Class A Common Stock                        15,063,740 shares
Class B Common Stock                         4,695,378 shares
Class C Common Stock                         1,295,518 shares
Total                                       21,054,636 shares

                               Page 1 of 33 pages
                            Exhibit Index on page 32






<PAGE>




                       AMERICAN RADIO SYSTEMS CORPORATION

                                      INDEX

                          PART I. FINANCIAL INFORMATION



Item 1.     Unaudited Condensed Consolidated Financial Statements       Page No.

Consolidated Balance Sheets
September 30, 1996 and December 31, 1995.......................................1

Consolidated Statements of  Income
Three and Nine months ended September 30, 1996 and 1995........................3

Consolidated Statements of Cash Flows
Nine months ended September 30, 1996 and 1995..................................4

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

Item 2.     Management's Discussion and Analysis of Financial Condition
            and Results of Operations.........................................26


                           PART II. OTHER INFORMATION

Item 1.     Legal Proceedings.................................................31

Item 5.     Other Information.................................................31

Item 6.     Exhibits and Reports on Form 8-K..................................32











<PAGE>







PART I.  FINANCIAL INFORMATION

ITEM 1.   UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                       AMERICAN RADIO SYSTEMS CORPORATION
                           CONSOLIDATED BALANCE SHEETS



<TABLE>
<CAPTION>
                                                          September 30, 1996                December 31, 1995
                                                          ------------------                -----------------

<S>                                                        <C>                               <C>  
ASSETS
CURRENT ASSETS:
   Cash and cash equivalents.............................. $      14,554,390                 $      3,889,720
      Accounts receivable, net............................        41,971,318                       24,388,719
      Prepaid expenses and other current assets...........         2,036,938                        2,280,544
      Note receivable-other...............................         1,150,002                        1,108,414
      Deferred income taxes...............................         1,161,901                        1,161,901
                                                           -----------------                 ----------------
            Total current assets..........................        60,874,549                       32,829,298
                                                            ----------------                 ----------------
PROPERTY AND EQUIPMENT-Net................................        85,823,215                       31,786,011
                                                            ----------------                 ----------------
OTHER ASSETS:
      Station investment note receivable-related party....           743,000                          500,000
      Station investment notes receivable.................        69,376,686                       48,597,338
      Intangible assets-net:
            Goodwill......................................       226,472,624                       66,463,708
            FCC licenses..................................       216,647,721                       45,023,219
            Other intangible assets.......................        22,427,341                       15,863,918
      Deposits and other long-term assets.................        25,373,660                        7,732,337
      Net assets held under exchange agreement - net......        46,440,479 
                                                           -----------------                 ----------------
               Total other assets.........................       607,481,511                      184,180,520
                                                            ----------------                 ----------------
TOTAL.....................................................    $  754,179,275                   $  248,795,829
                                                             ===============                 ================
</TABLE>







       See notes to unaudited condensed consolidated financial statements.


                                        1


<PAGE>





                       AMERICAN RADIO SYSTEMS CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                                   (Continued)






<TABLE>
<CAPTION>
                                                                                      September 30, 1996          December 31, 1995



<S>                                                                                <C>                            <C>  
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
      Current maturities of long-term debt........................................  $          552,742            $       355,283
      Accounts payable and accrued expenses...................................              18,183,515                  8,577,068
      Accrued compensation........................................................           2,939,430                  1,318,006
      Accrued interest............................................................           2,992,076                    513,880
      Current redeemable common stock...........................................                19,460                     19,460
                                                                                    ------------------            ---------------
            Total current liabilities.............................................          24,687,223                 10,783,697
                                                                                       ---------------            ---------------
DEFERRED INCOME TAXES........................................................               43,015,148                  7,899,090
                                                                                       ---------------            ---------------
OTHER LONG-TERM LIABILITIES.............................................                     2,236,278                  1,929,307
                                                                                      ----------------            ---------------
LONG-TERM DEBT....................................................................         284,748,546                152,148,939
                                                                                        --------------            ---------------
MINORITY INTEREST IN SUBSIDIARY.....................................                         3,637,710
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
      Preferred Stock; $.01 par value;  1,000,000 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..                                      1,375
      Class A Common Stock; $.01 par value; 25,000,000 shares
         authorized; 14,820,441 and 6,645,862 shares issued and
         outstanding, respectively................................................             148,204                     66,459
      Class B Common Stock; $.01 par value; 10,000,000 shares
         authorized; 4,957,126 and 5,938,050 shares issued and
         4,938,677 and 5,919,601 shares outstanding, respectively....                           49,387                     59,196
      Class C Common Stock; $.01 par value 6,000,000 shares
         authorized;  1,295,518 and 1,795,518 shares issued and
         outstanding, respectively................................................              12,955                     17,955
      Additional paid-in capital..................................................         390,487,026                 92,637,379
      Unearned compensation.......................................................           (320,218)                  (391,206)
      Capital deficiency upon combination........................................                                    (21,709,164)
      Retained earnings...........................................................           5,913,814                  5,792,350
                                                                                   -------------------            ---------------
            Total.................................................................         396,292,543                 76,472,969
      Less:
            Treasury stock, at cost, 18,449 shares................................           (438,173)                  (438,173)
                                                                                   -------------------            ---------------
            Total stockholders' equity............................................         395,854,370                 76,034,796
                                                                                    ------------------            ---------------
TOTAL.............................................................................     $   754,179,275            $   248,795,829
                                                                                     =================            ===============
</TABLE>

       See notes to unaudited condensed consolidated financial statements.

                                        2


<PAGE>






                       AMERICAN RADIO SYSTEMS CORPORATION
                        CONSOLIDATED STATEMENTS OF INCOME




<TABLE>
<CAPTION>
                                                              Three Months Ended September 30,     Nine Months Ended September 30,

                                                                   1996               1995              1996             1995
                                                                   ----               ----              ----             ----


<S>                                                         <C>                   <C>               <C>              <C>        
NET REVENUES.............................................       $52,489,891        $25,108,813      $113,582,121     $69,622,269
OPERATING EXPENSES:
       Operating expenses excluding depreciation and
         amortization and corporate general and
         administrative expenses.........................        35,396,584         15,955,767        78,170,506      48,574,227
 Net local marketing agreement expenses...............            2,288,697            150,000         4,877,796         150,000
 Depreciation and amortization...........................         6,126,619          3,271,338        10,965,599       9,312,955
 Corporate general and administrative....................         1,275,171          1,094,242         3,615,453       2,577,983
                                                             --------------       ------------      ------------     -----------
        Total Operating Expenses.........................        45,087,071         20,471,347        97,629,354      60,615,165
                                                              -------------       ------------      ------------     -----------
OPERATING INCOME.........................................         7,402,820          4,637,466        15,952,767       9,007,104
OTHER INCOME (EXPENSE):
Interest income..........................................         1,101,961            925,625         4,742,328       1,182,646
Interest expense.........................................       (6,253,630)        (3,086,336)      (15,217,146)     (8,971,420)
Gain (loss) on sale of assets and other..................           207,760            (8,162)           171,825      11,550,870
                                                            ---------------       ------------      ------------     -----------
TOTAL OTHER INCOME (EXPENSE).......................             (4,943,909)        (2,168,873)      (10,302,993)       3,762,096
                                                             --------------       ------------      ------------     -----------
INCOME BEFORE INCOME TAXES.........................               2,458,911          2,468,593         5,649,774      12,769,200
Provision for income taxes...............................         1,525,297          1,033,823         2,961,185       5,452,448
                                                             --------------       ------------      ------------     -----------
NET INCOME ..............................................           933,614          1,434,770         2,688,589       7,316,752
Redeemable common and preferred stock
dividends................................................       (2,433,444)                          (2,567,125)       (815,040)
                                                              -------------       ------------      ------------     -----------
NET INCOME  (LOSS) APPLICABLE TO
COMMON SHARES............................................      $(1,499,830)       $  1,434,770      $    121,464   $   6,501,712
                                                               ============       ============      ============   =============

Earnings (loss) per common share.........................   $         (.07)       $        .09      $        .01   $         .55
                                                            ===============       ============      ============   =============
Weighted average common share and share
equivalents outstanding..................................        22,014,520         15,206,956        20,031,031      11,835,618
                                                            ===============       ============      ============   =============
</TABLE>











       See notes to unaudited condensed consolidated financial statements.


                                        3


<PAGE>






                       AMERICAN RADIO SYSTEMS CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS




<TABLE>
<CAPTION>
                                                                       Nine Months Ended                Nine Months Ended
                                                                       September 30, 1996               September 30, 1995

<S>                                                                   <C>                              <C>   
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net Income .....................................................  $           121,464              $         7,316,752
    Adjustments to reconcile net income to cash provided by
operating activities:
Net barter revenue..................................................          (1,019,256)                        (234,519)
Depreciation and amortization.......................................           10,965,599                        9,312,955
Other changes not affecting cash....................................           35,532,601                        2,320,789
Loss (gain) on sale of assets.......................................              171,825                     (11,550,870)
Net changes in operating assets and liabilities.....................         (27,294,746)                      (3,073,991)
                                                                       ------------------              -------------------
Cash provided by operating activities.............................             18,477,487                        4,091,116

CASH FLOWS FROM INVESTING ACTIVITIES:
    Payments for purchase of property, equipment and intangible
assets..............................................................          (9,961,471)                      (4,906,496)
Proceeds from radio station sales...................................           18,000,000                       15,283,301
Payments for radio station acquisitions.............................        (286,171,039)                     (31,015,873)
    Payments for tower related acquisitions.........................          (8,803,265)
    Issuance of station investment notes receivable.................         (56,522,348)                     (45,250,000)
    Repayment of station investment note receivable.................                                             3,000,000
    Deposits and other long-term assets.............................         (39,281,323)                      (6,428,232)
                                                                      -------------------              -------------------
Cash used for investing activities..................................        (382,739,446)                     (69,317,300)

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under Credit Agreement and other.....................              110,590,000                       66,500,000
Repayments under Credit Agreement...................................        (151,500,000)                     (54,000,000)
Net proceeds from equity offerings and options....................            248,197,794                       70,934,447
Net proceeds from debt offering - net of discount.................            168,321,387
Redemption of senior common stock...................................                                          (14,580,173)
Purchase of treasury stock..........................................                                             (438,173)
Repayments of other obligations.....................................            (682,552)                      (1,197,866)
                                                                      -------------------              -------------------
Cash provided by financing activities.............................            374,926,629                       67,218,235

INCREASE IN CASH AND CASH EQUIVALENTS..............                            10,664,670                        1,992,051

CASH AND CASH EQUIVALENTS, BEGINNING OF
PERIOD..............................................................            3,889,720                        3,168,298
                                                                      -------------------              -------------------

CASH AND CASH EQUIVALENTS, END OF PERIOD........                       $       14,554,390              $         5,160,349
                                                                      ===================              ===================
</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  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, 1995 and the notes
      thereto included in the Company's Annual Report on Form 10-K.

2.    Significant  Accounting  Policies - In connection  with accounting for the
      combination,   the  accumulated  deficits  or  retained  earnings  of  the
      predecessor  entities  of the  Company at  November  1, 1993 were  carried
      forward  into the  Company in the form of a permanent  capital  deficiency
      account. Effective January 1, 1996 the Company reclassified the balance of
      the  capital  deficiency  upon  combination   against  additional  paid-in
      capital.

      Reclassifications - Certain  reclassifications  have been made to the 1995
      financial statements to conform to the 1996 presentation.

3.    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  and  warrants.  Fully  diluted  earnings  (loss) per share
      amounts are not reported separately as the effects are not dilutive.

4.    Offerings - During 1996, the Company has issued shares of its  Convertible
      Exchangeable  Preferred Stock  (Convertible  Preferred  Stock),  shares of
      Class A Common Stock (the Equity  Offering)  and sold Senior  Subordinated
      Notes the (Debt Offering).

      Convertible   Preferred  Stock   Offering:   In  June  1996,  the  Company
      consummated an offering of 2,750,000  Depositary  Shares including 250,000
      Depositary Shares sold pursuant to the underwriter's overallotment option,
      each representing  ownership of one-twentieth of a share of 7% Convertible
      Exchangeable  Preferred Stock, $1,000 liquidation preference to a group of
      qualified  institutional investors in reliance on Rule 144A and Regulation
      S under the  Securities  Act of 1933,  as amended.  Shares of  Convertible
      Preferred  Stock are  convertible at the option of the holder at any time,
      unless  previously  redeemed or  exchanged,  into shares of Class A Common
      Stock,  par value $.01 per share, of the Company at a conversion  price of
      $42.50 per share of Class A Common Stock  (equivalent to a conversion rate
      of 1.1765 shares of Class A Common Stock per Depositary Share), subject to
      adjustment in certain events.


                                        5


<PAGE>






                       AMERICAN RADIO SYSTEMS CORPORATION
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


4.    Offerings - (continued): The Convertible Preferred Stock is redeemable, in
      whole or in part, at the option of the Company, for cash at any time after
      July 15,  1999,  initially  at $1,049  per share  ($52.45  per  Depositary
      Share),   declining  ratably  immediately  after  July  15  of  each  year
      thereafter to a redemption  price of $1,000 per share ($50 per  Depositary
      Share)  after  July  15,  2006,  plus  in each  case  accrued  and  unpaid
      dividends.  The Convertible Preferred Stock will be exchangeable,  subject
      to certain  conditions,  at the option of the Company, in whole but not in
      part,  on any  dividend  payment  date  commencing  June 30,  1997 for the
      Company's 7% Convertible  Subordinated  Debentures due 2011 (the "Exchange
      Debentures") at a rate of $1,000 principal  amount of Exchange  Debentures
      for each share of Convertible  Preferred  Stock ($50 principal  amount for
      each Depositary Share).

      Dividends on the  Convertible  Preferred Stock are cumulative at an annual
      rate of 7% (equivalent to $3.50 per Depositary  Share),  accruing from the
      date of original  issuance  (June 25,  1996) and are payable  quarterly in
      arrears on March 31, June 30,  September  30, and December 31,  commencing
      September 30, 1996.  The Company's  ability to pay dividends is restricted
      under  the  terms  of  the  Subordinated  Notes  discussed  below  and  is
      prohibited  during the  existence of a default  under the  Company's  1995
      Credit Agreement or the Subordinated Notes.  Approximately $2.6 million of
      accrued  dividends  were paid as of September  30,  1996.  Proceeds to the
      Company,  net  of  underwriters'   discount  and  associated  costs,  were
      approximately $132.8 million. Proceeds from the offering were used to fund
      acquisitions.

      Equity  Offering:  In February 1996,  the Company  consummated an offering
      (the Equity  Offering) of  5,514,707  shares of Class A Common Stock at an
      offering  price of $27 per share,  consisting of 4,000,000  shares sold by
      the  Company,  1,013,370  shares  sold  by  selling  shareholders  and  an
      additional  501,337 shares sold by the Company pursuant to the exercise of
      the underwriters'  over-allotment option.  Proceeds to the Company, net of
      underwriters'  discount and associated  costs, were  approximately  $114.5
      million.

      Debt  Offering:  Concurrent  with the Equity  Offering,  the Company  sold
      $175,000,000 of 9% Senior  Subordinated  Notes due 2006 (the  Subordinated
      Notes) at a discount of  $1,419,250  to yield 9.125% (the Debt  Offering).
      Proceeds to the Company,  net of  underwriters'  discount  and  associated
      costs, were  approximately  $167.3 million.  As of September 30, 1996, the
      Subordinated Notes aggregated  $173,641,359 net of an unamortized discount
      of $1,358,641.  Interest is payable semi-annually on February 1 and August
      1 with the face amount of the Subordinated  Notes due on February 1, 2006.
      The  Subordinated  Notes are  redeemable at the option of the Company,  in
      whole or in part at any time on or after  February  1,  2001 and  prior to
      maturity,  at the following redemption prices (expressed as percentages of
      principal  amount)  plus  accrued  and  unpaid  interest,  if any,  to but
      excluding  the  redemption  date,  if redeemed  during the 12 month period
      beginning February 1 of the years indicated: 2001 - 104.5%; 2002 - 103.0%;
      2003  -  101.5%;  2004  and  thereafter  -  100.0%.   Notwithstanding  the
      foregoing,  at any time prior to February 1, 1999,  the Company may redeem
      up to $58.3 million  principal amount of the  Subordinated  Notes from the
      net proceeds of a public equity  offering (as defined in the  Subordinated
      Notes) at a  redemption  price  equal to 109.0%  of the  principal  amount
      thereof plus accrued and unpaid interest,  if any, to the Redemption Date;
      provided that at least $116.7 million principal amount of the Subordinated
      Notes remain  outstanding  immediately  after the  occurrence  of any such
      redemption.  The Subordinated Notes are subordinate in right of payment to
      the  prior  payment  in full of all  obligations  under  the  1995  Credit
      Agreement. The Subordinated Notes contain certain covenants including, but
      not limited to, limitations on sales of assets, dividend payments,  future
      indebtedness  and  issuance  of  preferred  stock and  require an offer to
      purchase in the event of a Change of Control (as defined).

                                        6


<PAGE>





                       AMERICAN RADIO SYSTEMS CORPORATION
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

      4.  Offerings - (continued):  Proceeds from the Debt and Equity  Offerings
      were used to repay all the  outstanding  borrowings  under the 1995 Credit
      Agreement with the balance,  approximately $131.0 million,  held initially
      in short-term  interest-bearing  securities,  and used  thereafter to fund
      acquisitions.

      5.  Acquisitions  - During  the first  nine  months of 1996,  the  Company
      consummated  the  following  station  and tower  related  acquisitions  as
      follows:

      Fresno,  Omaha,  Portland and Sacramento:  In July 1996, the  transactions
      contemplated  by a Merger  Agreement  by and between the Company and Henry
      Broadcasting  Company  ("HBC")  was  consummated.  Pursuant  thereto,  the
      Company  acquired  KUFO-FM and  KBBT-AM  (formerly  KUPL-AM) in  Portland,
      Oregon, KYMX-FM and KCTC-AM in Sacramento, California, KGOR-FM and KFAB-AM
      in Omaha,  Nebraska,  (See Note 7 for information with respect to the sale
      of the Omaha  stations)  and  KSKS-FM,  KKDJ- FM,  and  KMJ-AM in  Fresno,
      California,  for an  aggregate  purchase  price  of  approximately  $110.4
      million.  The  acquisition  was  financed  through a $5.0  million  escrow
      deposit,  the issuance of 1,879,034  shares of Class A Common Stock valued
      at approximately  $64.0 million,  approximately  $4.1 million in available
      cash,  together with the assumption of approximately $37.3 million in long
      term debt, which was paid by the Company at closing.  As part of a related
      transaction  with the principal  stockholder of HBC, the Company  acquired
      certain  real estate used in the  business of HBC for  approximately  $2.0
      million in cash and obtained a five-year  option to acquire  certain other
      real estate for a purchase price of approximately $1.0 million.

      Portland and San Jose: In August 1996, the Company  acquired the assets of
      KUPL-FM  and  KKJZ-FM in  Portland,  Oregon and KSJO-FM and KUFX-FM in San
      Jose,  California for  approximately  $103.0 million.  The acquisition was
      financed  through  a  $5.0  million  escrow  deposit,   $18.0  million  in
      restricted  cash (see  "Philadelphia  and Detroit"  transaction  discussed
      below) and $80.0 million in borrowings under the 1995 Credit Agreement.

      Buffalo:  In August  1996,  the Company  acquired the assets of WSJZ-FM in
      Buffalo,  New York for approximately  $12.5 million.  The Company had been
      programming  and  marketing  the  station  pursuant  to a local  marketing
      agreement  (LMA) since April 1996. The  acquisition  was financed  through
      $0.5 million escrow deposit and available cash.

      Las Vegas: In September,  1996, the Company acquired the assets of KVEG-AM
      for  approximately  $1.9  million.  The Company had been  programming  and
      marketing the station  pursuant to an LMA since May 1996. The  acquisition
      was financed  through a $0.09 million escrow deposit and borrowings  under
      the 1995 Credit Agreement.

      In July  1996,  the  Company  acquired  the  assets of  KMXB-FM  (formerly
      KJMZ-FM), in Las Vegas, Nevada for approximately $8.0 million. The Company
      had been  programming  and marketing the station  pursuant to an LMA since
      April 1996.  The  acquisition  was financed  through a $1.2 million escrow
      deposit,  $0.3  million in prepaid  LMA fees,  the  forgiveness  of a $0.1
      million note payable and available cash.

      In July 1996,  the Company  acquired  the assets of KLUC-FM  and  KXNO-AM,
      serving Las Vegas, Nevada for approximately $11.0 million. The acquisition
      was financed through a $1.0 million escrow deposit and available cash.

      Portland:  In July  1996,  the  Company  acquired  the  assets of  KBBT-FM
      (formerly  KDBX-FM),   in  Portland,   Oregon  for  a  purchase  price  of
      approximately  $14.0 million.  The acquisition was financed through a $0.5
      million  escrow deposit and available  cash. As part of the  consideration
      for the  transaction,  the  Company  also  granted the seller the right to
      require  the  Company to  exercise  its  option to  acquire  the assets of
      WBNW-AM which is owned by Back Bay Radio Broadcasters, Inc. (Back Bay), an
      unaffiliated party. The option price is based on a formula and the Company
      is obligated to sell it for $6.0 million.

                                        7


<PAGE>





                       AMERICAN RADIO SYSTEMS CORPORATION
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

    5.      Acquisitions - (continued):

      Sacramento: In September 1996, the Company acquired the assets of KSSJ-FM,
      serving  Sacramento,  California  for  approximately  $14.0  million.  The
      Company had been  programming and marketing the station pursuant to an LMA
      since July 1996.  The  acquisition  was  financed  through a $0.7  million
      escrow deposit and borrowings under the 1995 Credit Agreement.

      In July 1996,  the Company  acquired the assets of KSTE-AM  serving Rancho
      Cordova,   California  for  approximately   $7.25  million.   The  Company
      programmed  and managed the station  pursuant to an LMA from April 1996 to
      July 1996.  The  acquisition  was financed  through a $0.35 million escrow
      deposit and available  cash. See Note 6 - "Other  Transactions - West Palm
      Beach."

      Hartford: In May 1996, the Company consummated the acquisitions of WTIC-AM
      and WTIC-FM in  Hartford,  Connecticut.  In August  1995,  the Company had
      entered into a series of transactions with the owner of those stations and
      certain  affiliates,  pursuant to which,  among other things,  the Company
      agreed to purchase  the assets of the  stations  for  approximately  $39.0
      million,  including  approximately $1.1 million of working capital, and an
      obligation  to  make  payments  aggregating   approximately  $8.5  million
      pursuant to consulting and non-competition agreements with an affiliate of
      the owner of the  stations.  The  Company  also paid  $1.0  million  for a
      one-year  option to  purchase  for $1.00 the New England  Weather  Service
      (which provides weather  information to subscribers).  In August 1995, the
      Company  was  prevented  under  the then  current  Federal  Communications
      Commission (FCC) regulations from acquiring these stations,  and therefore
      loaned an aggregate of $35.5  million to the owner of such stations and an
      affiliate  thereof . The escrow deposit of $2.0 million,  $27.0 million of
      the  aggregate  loans  and $1.1  million  of  available  cash were used to
      finance the  acquisition.  The  remaining  $8.5  million  loan was used to
      satisfy the Company's obligations under the consulting and non-competition
      agreement. The Company also paid $3.5 million to purchase the tower of one
      of the stations in October 1995.

      Philadelphia  and  Detroit:  In May  1996,  the  Company  consummated  the
      transactions  contemplated by a merger agreement with Marlin Broadcasting,
      Inc.  (Marlin).  American acquired WFLN-FM in Philadelphia,  Pennsylvania,
      WQRS-FM  in  Detroit,  Michigan  and  WTMI-FM  in  Miami,  Florida  for an
      aggregate purchase price of approximately $58.5 million, together with the
      assumption of approximately  $9.0 million of long-term debt which was paid
      in full at closing.  The acquisition  was financed  through a $4.0 million
      escrow  deposit and available  cash.  The principal  stockholder of Marlin
      immediately thereafter acquired WTMI-FM from the Company for approximately
      $18.0  million in cash.  Proceeds from the sale of WTMI-FM were held in an
      escrow  account  pursuant  to a  like-kind  exchange  agreement  and  were
      utilized to fund the Portland and San Jose  transaction  discussed  above.
      The Company  retained  certain  Philadelphia  real estate and tower assets
      valued at  approximately  $1.0 to 2.0 million.  In June 1996,  the Company
      entered into an agreement with an unaffiliated  party pursuant to which it
      will exchange the assets of the  Philadelphia  station for two stations in
      Sacramento and sell the Detroit station for approximately $20.0 million in
      cash. This party began  programming the  Philadelphia and Detroit stations
      under an LMA in June 1996. See Note 6 - "Other Transactions - Sacramento."
      The net assets and  liabilities of the Detroit and  Philadelphia  stations
      included  in this  exchange  agreement  are  carried  on the  consolidated
      balance sheet as Net Assets held under exchange agreement.

      Tower Subsidiary:  In April 1996, American Tower Systems, Inc. ("the Tower
      Subsidiary")  acquired BDS Communications,  Inc. and BRIDAN Communications
      Corporation  for  approximately  $9.1 million  which  consisted of 257,495
      shares of the Company's Class A Common Stock valued at approximately  $7.4
      million and the  assumption  of  approximately  $1.7  million of long-term
      debt,  of  which  approximately  $1.5  million  was paid at  closing.  BDS
      Communications   owned   three   towers   in   Pennsylvania   and   BRIDAN
      Communications  managed or had sublease  agreements on approximately forty
      tower sites located throughout the Mid-Atlantic region.

                                        8


<PAGE>







                       AMERICAN RADIO SYSTEMS CORPORATION
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)



    5.      Acquisitions - (continued):

      In February 1996, the Tower Subsidiary acquired Skyline Communications and
      Skyline Antenna  Management for approximately $3.3 million which consisted
      of 26,989  shares of Class A Common  Stock  valued at  approximately  $0.8
      million,  $2.2 million in cash and the  assumption of  approximately  $0.3
      million of  long-term  debt,  which was paid in full at  closing.  Skyline
      Communications  owned eight towers,  six of which are in West Virginia and
      the remaining two in northern Virginia. Skyline Antenna Management managed
      more than 200 antenna  sites,  primarily  in the  northeast  region of the
      United States.

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

      The  operating  results of these  acquisitions  have been  included in the
     Company's  consolidated results of operations from the date of acquisition.
     The following unaudited pro forma summary presents the consolidated results
     of operations as if the acquisitions had occurred as of January 1, 1995 and
     1996 after giving effect to certain adjustments, including depreciation and
     amortization  of assets and interest  expense on 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, 1995 and 1996
     or of results which may occur in the future.


      In thousands, except per share data:


<TABLE>
<CAPTION>
                                                     Nine Months Ended                Nine Months Ended
                                                     September 30,1996               September 30, 1995


<S>                                                          <C>                        <C>           
Net revenues.........................................        $      143,180             $      110,905
Income before extraordinary items...........                          2,046                      5,697
Net income...........................................                   707                      3,427
Net income (loss) applicable to common
   stockholders......................................               (1,861)                      2,612
Net income (loss) per common share........                   $        (.09)             $          .19
</TABLE>



                                        9


<PAGE>





                       AMERICAN RADIO SYSTEMS CORPORATION
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

6.    Other  transactions  - During the first nine  months of 1996,  the Company
      agreed to purchase  (or is in the  process of  negotiating  agreements  to
      purchase) additional stations and tower related assets as follows:

      Charlotte, Kansas City, Philadelphia, Pittsburgh, New Orleans, Sacramento,
      Seattle,  and St. Louis: In August 1996, the Company entered into a merger
      agreement (as amended in September 1996) with EZ Communications, Inc. (EZ)
      pursuant to which EZ will either be merged with and into a  subsidiary  of
      the Company or EZ will be merged  directly  with and into the Company (the
      EZ Merger). Pursuant to the merger agreement, each outstanding share of EZ
      Common Stock will be converted into (i) $11.75 in cash and (ii) 0.9 shares
      of the Company's Class A Common Stock. Based on the number of shares of EZ
      Common  Stock  outstanding  at  October  1,  1996,  the  Company  will pay
      approximately  $106.9  million in cash and issue  approximately  8,191,000
      shares  of the  Company's  Class A  Common  Stock  (excluding  options  to
      purchase an aggregate of 532,200  shares of the  Company's  Class A Common
      Stock which will be assumed  pursuant  to the EZ  Merger).  EZ owns and/or
      manages  twenty-two  radio stations in eight markets as follows:  WSOC- FM
      and WSSS-FM in Charlotte,  North Carolina;  KFKF-FM,  KBEQ-AM/FM in Kansas
      City, Missouri;  WIOQ-FM and WUSL-FM in Philadelphia,  Pennsylvania;  WBZZ
      -FM and WZPT-FM in Pittsburgh,  Pennsylvania; WRNO-FM, WEZB-FM and WBYU-AM
      in New Orleans,  Louisiana;  KNCI-FM,  KRAK-FM and KHTK-AM in  Sacramento,
      California;  KZOK-FM,  KMPS-AM/FM  and KYCW-FM in Seattle,  Washington and
      KYKY-FM and  KSD-AM/FM in St. Louis,  Missouri.  EZ is a party to an asset
      exchange  agreement  which is expected to be  consummated  prior to the EZ
      Merger,  pursuant to which EZ will  exchange the New Orleans  stations for
      KBKS-FM and KRPM-FM in Seattle.  As a result of existing  FCC  regulations
      and the Sacramento stations owned and those under agreement to purchase or
      sell, upon consummation of the EZ Merger,  the Company will be required to
      sell one radio station in Sacramento (in addition to KXOA-FM and KSTE-AM).
      See  "West  Palm  Beach"  below and Note 7. EZ is also in the  process  of
      negotiating  definitive  agreements pursuant to which it will exchange its
      Philadelphia stations for stations in Charlotte, North Carolina,  purchase
      or exchange  additional  Charlotte stations and sell the assets of KMPS-AM
      is Seattle, Washington.  Consummation of these transactions is expected to
      occur subsequent to consummation of the EZ Merger.  Subject to the receipt
      of stockholder  FCC approval and the expiration or earlier  termination of
      the Hart-Scott-Rodino Antitrust Improvements Act of 1986 (HSR ACT) waiting
      period,  the  Company  expects  to  consummate  the EZ Merger in the first
      quarter of 1997.  In the event  that EZ  terminates  the merger  agreement
      because of fiduciary duties relating to another offer, the Company has the
      right to receive a liquidated  damages payment of $15.0 million or, at the
      Company's  option,  $10.0  million and the right to purchase all of the EZ
      radio  stations in any one market at fair market value.  In November 1996,
      the Company and EZ mailed a joint proxy  statement to the  shareholders of
      each  company  and such proxy will be voted upon at  separate  stockholder
      meetings to be held in late December 1996.

      Boston,  Worcester: In July 1996, the Company entered into an agreement to
      purchase  the assets of WAAF- FM and WWTM-AM in  Worcester,  Massachusetts
      for approximately $24.8 million in cash. The Company began programming and
      marketing the stations  pursuant to an LMA in August 1996. The transaction
      has been granted early  termination  of the HSR Act waiting period and FCC
      approval  has been  received.  The  Company  expects  to  consummate  this
      acquisition in the first quarter of 1997.

      Baltimore:  In September  1996,  the Company  entered into an agreement to
      acquire  WWMX-FM and WOCT- FM in  Baltimore,  Maryland  for  approximately
      $90.0 million in cash. The Company began managing the stations pursuant to
      an LMA in  November  1996.  The HSR Act waiting  period has  expired  and,
      subject to the receipt of FCC approval,  the Company expects to consummate
      the acquisition in the first quarter of 1997.

      Buffalo:  In March 1996, the Company loaned Palm Beach Radio Broadcasters,
      Inc.  ("PBRB")  approximately  $8.0 million to finance the  acquisition of
      WBLK-FM in Buffalo,  New York. The Company has an option to acquire, and a
      right of first  refusal with respect to, the  station.  The Company  began
      programming  and marketing  the station  pursuant to an LMA in March 1996.
      The  Company  plans to  exercise  its  option to  acquire  the  station in
      November 1996. Subject to the receipt of FCC approval, such acquisition is
      expected to be  consummated  in the first  quarter of 1997 using  proceeds
      from the loan.


                                                      

                                       10


<PAGE>




                       AMERICAN RADIO SYSTEMS CORPORATION
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)




   6.  Other transactions - (continued):

      Dayton:  In January 1996, the Company entered into a nonbinding  letter of
      intent to acquire  for  approximately  $12  million  WLQT-FM  and  WBTT-FM
      (formerly  WDOL-FM)  in  Dayton,   Ohio.  Because  of  then  existing  FCC
      regulations, the Company assigned its rights under the letter of intent to
      PBRB which entered into the  definitive  purchase and sale  agreement with
      the  owner of the  stations.  In  March  1996,  the  Company  loaned  PBRB
      approximately  $12.0 million to finance the  acquisition and has an option
      to purchase the stations. The Company began managing the stations pursuant
      to an LMA in April 1996.  In September  1996,  the Company  exercised  its
      option to acquire  the  stations  and will  finance the  acquisition  with
      proceeds  from the loan.  Subject  to the  receipt of FCC  approval,  this
      acquisition is expected to be consummated in the first quarter of 1997.

      In December  1995, the Company  loaned  approximately  $1.1 million to the
      buyer to finance the  acquisition of WXEG-FM  serving Dayton and purchased
      from Mr.  Steven B.  Dodge,  Chairman  of the Board,  President  and Chief
      Executive  Officer of the Company,  interim  loans of  approximately  $2.2
      million  (including  accrued  interest) which he had made to the seller of
      the  station and which had been  assumed by the new owner of the  station.
      The Company began programming and marketing the station pursuant to an LMA
      in April 1996.  The Company  intends to exercise its option to acquire the
      station,  subject to receipt of FCC approval,  in a  transaction  which is
      expected to be consummated in the fourth quarter of 1996.

      Fresno:  In July 1996,  the Company  entered into an agreement to purchase
      the assets of KNAX-FM and KRBT-FM in Fresno,  California for approximately
      $11.0 million in cash. The Company began managing the stations pursuant to
      an LMA in August  1996.  Subject  to the  receipt  of FCC  approvals,  the
      Company  expects to consummate  this  acquisition in the fourth quarter of
      1996.

      In July 1996, the Company entered into an agreement to purchase the assets
      of  KOQO-AM/FM in Fresno,  California  for  approximately  $6.0 million in
      cash. The Company began programming and marketing the stations pursuant to
      an LMA in August  1996.  Subject  to the  receipt  of FCC  approvals,  the
      Company  expects to consummate  this  acquisition  in the first quarter of
      1997.

      Hartford:  In August 1996,  the Company  entered into an agreement to sell
      WNEZ-AM serving New Britain,  Connecticut for approximately $0.75 million.
      FCC approval has been received and the sale is expected to be  consummated
      in the first quarter of 1997.



                                       11


<PAGE>






                       AMERICAN RADIO SYSTEMS CORPORATION
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)



6.    Other transactions - (continued):

      Rochester:  In February  1996,  the Company  entered  into an agreement to
      acquire two FM (WVOR-FM  and  WPXY-FM)  and two AM (WHAM-AM  and  WHTK-AM)
      stations  serving the  Rochester,  New York market for a purchase price of
      approximately  $30.5 million (the  "Rochester  Acquisition").  The FCC has
      approved the transfer of the FCC licenses  and,  subject to the terms of a
      consent  decree with the Antitrust  Division of the  Department of Justice
      (the Antitrust  Division) (the Rochester  Consent Decree) described below,
      the Company  expects to consummate the Rochester  Acquisition in the first
      quarter of 1997. On May 17, 1996,  American and the seller received second
      requests for additional information from the Antitrust Division.  Although
      the Company  continues to believe that the  acquisition  complies with the
      antitrust laws, the Antitrust  Division has expressed  concerns  regarding
      its  effect on the  Rochester  market.  Under the HSR Act,  the  Rochester
      Acquisition  could not be  consummated  until  twenty  (20) days after the
      Company and the seller  substantially  complied with such second requests.
      The Company and the seller furnished  extensive  material to the Antitrust
      Division  in July 1996 and thus  substantially  complied  with the  second
      request and  subsequently  entered  into an agreement  with the  Antitrust
      Division  whereby  the  Company  agreed not to  consummate  the  Rochester
      Acquisition  unless first  providing the  Antitrust  Division with fifteen
      (15) days prior notice.  The Company engaged in ongoing  negotiations with
      the  Antitrust  Division in an effort to reach a settlement  of the matter
      and as a result of those  negotiations,  on October 24, 1996,  the Company
      and the  seller  entered  into  the  Rochester  Consent  Decree  with  the
      Antitrust  Division  and the  Attorney  General  of the State of New York,
      pursuant to which,  among other  things,  the Company may  consummate  the
      Rochester  Acquisition.  However,  it must then  divest,  within a certain
      specified period of time, WHAM(AM) and WVOR(FM).  As part of the Rochester
      Consent Decree, the Company agreed not to acquire any additional  stations
      in the Rochester market,  other than, with certain  specified  exceptions,
      one Class A FM station.  Giving  effect to the Rochester  Consent  Decree,
      American will own three FM stations (WCMF-FM,  WRMM- FM, and WPXY-FM), one
      AM station (WHTK-AM) and may purchase one additional Class A FM station in
      Rochester. (See Note 7).

      The Rochester Consent Decree also provides that the Company will terminate
      a joint  sales  agreement  with  WNVE-FM  and assign to a third  party its
      option to purchase  this FM station in Rochester.  The  Rochester  Consent
      Decree is subject to approval by the United States  District Court for the
      District  of  Columbia  and a  sixty-day  public  comment  period.  In the
      unlikely  event that the  District  Court does not approve  the  Rochester
      Consent Decree,  the Antitrust  Division or others could take action under
      the  antitrust  laws  to  enjoin  or  otherwise  challenge  the  Rochester
      Acquisition.  In  such  event,  there  can  be no  assurance  that  such a
      challenge will not be made or, if made, will not be successful.

      In July 1996,  the Company loaned the owner of the stations to be acquired
      approximately  $28.5 million (the Rochester Loan). The Rochester Loan is a
      nonrecourse  loan,  collateralized  by the assets of the  stations,  bears
      interest at a rate equal to the Company's borrowing rate under the Company
      Credit  Agreement  and  matures  in June  2001.  Under  the  terms  of the
      Rochester  Acquisition,  the  Company has the right to assign its right to
      acquire those stations which are part of the Rochester  Acquisition  which
      it does not acquire.  The Company will use the  Rochester  Loan  (together
      with an escrow deposit) to acquire the stations.

      In an  unrelated  transaction,  the Company has agreed to  contribute  the
      assets of WCMF-AM to an educational institution in the Rochester, New York
      area.

                                       12


<PAGE>





                       AMERICAN RADIO SYSTEMS CORPORATION
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


6.    Other transactions - (continued):

      Sacramento:  In June  1996,  the  Company  entered  into an  agreement  to
      exchange the Philadelphia  station which it acquired as part of the Marlin
      transaction  (see Note 5) for  KSFM-FM  and  KMJI-AM  serving  Sacramento,
      California.  As part of such transaction (the "Secret  Transaction"),  the
      Company  will sell the  Detroit  station  acquired  as part of the  Marlin
      transaction  to the owner of the  Sacramento  stations  for  approximately
      $20.0  million.  The Company is currently  programming  and  marketing the
      Sacramento  stations  under  an LMA and the  prospective  acquiror  of the
      Philadelphia  and Detroit  stations is  programming  and  marketing  those
      stations  under LMAs.  The Company has  received the required FCC approval
      and,  subject to the satisfactory  resolution of the matters  described in
      the  following  sentence,   the  Secret  Transaction  is  expected  to  be
      consummated  in the fourth  quarter  of 1996.  On October  11,  1996,  the
      Company and the seller received second requests for additional information
      about the acquisition from the Antitrust Division.  Under the HSR Act, the
      Secret  Transaction  may not be  consummated  until twenty (20) days after
      American  and the seller  have  substantially  complied  with such  Second
      Requests.  Although the Company believes the acquisition complies with the
      antitrust laws, the Antitrust  Division has expressed  concerns  regarding
      its effect on the Sacramento market. The parties to the Secret Transaction
      intend to engage in  discussions  with the  Antitrust  Division to address
      those concerns.  The Antitrust  Division or others could take action under
      the   antitrust   laws  to  enjoin  or  otherwise   challenge  the  Secret
      Transaction.  There can be no assurance  that such a challenge will not be
      made or, if made, will not be successful.

      In July 1996, the Company entered into an agreement to purchase the assets
      of KXOA-AM/FM  and KQPT- FM in Sacramento,  California  for  approximately
      $50.0 million in cash. The Company began managing the stations pursuant to
      an LMA in August  1996.  Subject to the receipt of FCC  approvals  and the
      expiration  or earlier  termination  of the HSR Act waiting  periods,  the
      Company  expects to  consummate  the  acquisition  in the first quarter of
      1997. (See Note 7).

      San Jose:  In August  1996,  the  Company  entered  into an  agreement  to
      purchase  the assets of KBAY-FM  and KKSJ-AM in San Jose,  California  for
      approximately $30.0 in cash. Subject to regulatory compliance, the Company
      will  program  and manage  the  stations  pursuant  to an LMA prior to the
      consummation of the  acquisition.  Subject to the receipt of FCC approvals
      and the expiration or earlier  termination of the HSR Act waiting periods,
      the Company  expects to consummate the acquisition in the first quarter of
      1997.

      West Palm Beach:  In March 1996,  the Company  loaned PBRB $7.2 million to
      finance the acquisition of WHLG-FM and WSTU-AM.  The Company has an option
      to acquire,  and a right of first  refusal with respect to, the  stations.
      PBRB also owns WPBZ-FM,  as a result of an earlier assignment of the right
      to acquire such station by the  Company.  The Company  intends to exercise
      its option to acquire WHLG-FM and WPBZ-FM (which acquisitions may take the
      form of a merger of PBRB into the  Company).  Subject to FCC  approval and
      the expiration or earlier termination of the HSR Act waiting periods, such
      acquisitions  are  expected  to occur in the first half of 1997  utilizing
      proceeds  from the WHLG-FM and WPBZ-FM  loans in the  aggregate  principal
      amount of approximately $17.0 million and $2.75 million in cash.

      In July 1996,  the Company  entered  into an asset  exchange  agreement to
      exchange  the  assets of  KSTE-AM  in  Sacramento,  California  plus $33.0
      million in cash for the assets of  WEAT-FM,  WEAT-AM  and  WOLL-FM in West
      Palm Beach, Florida. The party to the exchange agreement began programming
      and marketing KSTE-AM pursuant to an LMA and the Company began programming
      and marketing  the West Palm  stations  pursuant to an LMA in August 1996.
      Subject to the  receipt of FCC  approvals  and the  expiration  or earlier
      termination  of the  HSR Act  waiting  periods,  the  Company  expects  to
      consummate  the exchange in the first  quarter of 1997.  Under current FCC
      regulations, the Company is permitted to own five FM stations in West Palm
      Beach; accordingly,  it will be required to dispose of one station in West
      Palm Beach.


                                       13


<PAGE>






                       AMERICAN RADIO SYSTEMS CORPORATION
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


6.    Other transactions - (continued):

      Tower Subsidiary:  In July 1996, the Tower Subsidiary entered into letters
      of intent with three  entities  which are  affiliated  with one another to
      acquire tower sites and a tower site management business in California for
      an aggregate purchase price of approximately  $32.1 million.  Consummation
      of the transaction is conditioned on, among other things,  negotiation and
      execution of definitive purchase and sale agreements and the expiration or
      earlier  termination  of the  HSR  Act  waiting  period.  Subject  to such
      expiration or termination, the acquisitions are expected to be consummated
      in the first quarter of 1997.

      In July 1996, the Tower  Subsidiary  entered into a partnership  agreement
      with an  unaffiliated  party  relating to the ownership and operation of a
      tower site in Needham,  Massachusetts  and,  advanced  approximately  $3.7
      million to the  partnership.  The Tower Subsidiary has a 50.1% interest in
      the  partnership.  The  accounts of the  partnership  are  included in the
      consolidated  financial  statements,  with the other partner's  investment
      reflected as minority  interest in subsidiary on the consolidated  balance
      sheet.

      In August,  1996, the Tower Subsidiary executed a commitment letter with a
      bank  relating to a $90.0  million  eight-year  secured  revolving  credit
      facility.  Consummation  of the revolving  credit facility is conditioned,
      among other things,  on negotiation  and execution of a definitive  credit
      agreement.

      Other: In August 1996, the Company advanced an additional $243,000 to Back
      Bay for a promissory note,  bearing interest at 10% per annum and maturing
      2002.

      As of September 30, 1996 the Company had deposits  totaling  approximately
      $24.0 million relating to pending acquisitions.

7.    Subsequent events -

      Subsequent  to  September  30,  1996,  the  Company  acquired or agreed to
      purchase  and sell (or is in the  process  of  negotiating  agreements  to
      purchase  and  sell)  additional  stations  and  tower  related  assets as
      follows:

      Baltimore:   In  October  1996,  the  Company   acquired  WBGR-AM  serving
      Baltimore,  Maryland for a purchase price of  approximately  $2.8 million.
      The  acquisition  was financed  through a $.2 million  escrow  deposit and
      available cash.

      Las Vegas: In October 1996, the Company acquired the assets of KMZQ-FM and
      KXTE-FM,  (formerly KFBI-FM), in Las Vegas, Nevada for approximately $28.0
      million in cash.  The  Company  had been  programming  and  marketing  the
      stations  pursuant to an LMA since May 1996. The  acquisition was financed
      through a $2.5 million escrow deposit and borrowings under the 1995 Credit
      Agreement.

      Omaha:  In October  1996,  the Company  entered  into an agreement to sell
      KGOR-FM and KFAB-AM and  Business  Music  Service in Omaha,  Nebraska  for
      approximately  $39.0  million  in  cash.  Subject  to the  receipt  of FCC
      approval  and the  expiration  or earlier  termination  of the HSR waiting
      period, the Company expects to consummate the sale in the first quarter of
      1997.

      Rochester:  In October  1996,  the Company  also  entered into a letter of
      intent to purchase WAQB(FM),  a newly licensed Class A FM radio station in
      Rochester,  New York which is not yet on-the-air,  for approximately  $3.5
      million in cash.

                                       14


<PAGE>





                       AMERICAN RADIO SYSTEMS CORPORATION
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

7.    Subsequent events - (continued):

      Sacramento: In October 1996, the Company entered into an agreement to sell
      KXOA-FM for approximately $27.5 million in cash. Subject to the receipt of
      FCC approvals and the expiration or earlier termination of the HSR waiting
      period,  the Company  expects to consummate  the sale in the first half of
      1997.

      Tower  Subsidiary:  In November  1996, the Tower  Subsidiary  acquired the
      assets of a tower site in the  Hampton,  Virginia for  approximately  $1.3
      million.  The  acquisition  was financed  with  borrowings  under the 1995
      Credit Agreement.

      In November 1996, the Tower Subsidiary acquired the assets of a tower site
      located in North Stonington,  Connecticut for approximately $0.875 million
      in cash.

      In October 1996, the Tower Subsidiary entered into an agreement to acquire
      a tower site in the Los Angeles,  California area for approximately  $0.75
      million in cash. The Company  expects to consummate the acquisition in the
      fourth quarter of 1996.

      The Company is also pursuing the purchase or exchange of additional  radio
      stations  and tower  related  businesses,  none of which  have  definitive
      purchase agreements.

8.    Subsidiary Guarantees:

      The Company's payment  obligations under the Subordinated  Notes are fully
      and unconditionally guaranteed on a joint and several basis (collectively,
      the "Subsidiary Guarantees"), on a senior subordinated basis by its wholly
      owned  subsidiary  American Radio Systems License Corp.  ("ARSLC") and any
      future Restricted  Subsidiaries  (collectively  "Restricted  Guarantors").
      ARSLC has also and  unconditionally  guaranteed,  any future  Subsidiaries
      will be required to guarantee, on a joint and several basis (collectively,
      the "Senior Subsidiary Guarantees"),  all obligations of the Company under
      the  1995  Credit  Agreement.  The  Tower  Subsidiary  has not  guaranteed
      obligations under the 1995 Credit Agreement or the Subordinated Notes.

      The Subordinated  Notes and the Subsidiary  Guarantees are subordinated to
      all  Senior  Debt of the  Company  including  indebtedness  under the 1995
      Credit  Agreement  and the Senior  Subsidiary  Guarantees.  The  indenture
      governing the  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 unaudited 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  indebtedness
      described above.

      Investments in subsidiaries  are accounted for by the parent on the equity
      method  for  purposes  of  the  supplemental  consolidating  presentation.
      Earnings  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.

                                       15


<PAGE>






                       AMERICAN RADIO SYSTEMS CORPORATION
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)



8.    Subsidiary Guarantees - (continued):



<TABLE>
<CAPTION>
                                                        Condensed Consolidating Balance Sheet
                                                                 September 30, 1996
                                                               (Dollars in thousands)


                                                        Parent and    Guarantor    Non-guarantor                   Consolidated
                                                      its Divisions   Subsidiary    Subsidiary     Eliminations       Totals

<S>                                                      <C>           <C>           <C>           <C>             <C>
ASSETS                                                                                                             
CURRENT ASSETS:                                                                                                    
   Cash and cash equivalents                             $   12,980                  $    1,574                    $    14,554
   Accounts receivable, net                                  41,715                         256                         41,971
   Prepaid expenses and other current assets                  1,998                          39                          2,037
   Note receivable - other                                    1,150                                                      1,150
   Deferred income taxes                                      1,162                                                      1,162
                                                         ----------    ----------    ----------                    -----------
      Total current assets                                   59,005                       1,869                         60,874 
                                                                                                                   
PROPERTY AND  EQUIPMENT, NET                                  67,238                     18,585                         85,823
OTHER ASSETS :                                                                                                     
   Investment in and advances to Subsidiaries               193,187                                $  (193,187)              0
   Station investment notes receivable                       70,120                                                     70,120
   Goodwill - net                                           216,513                       9,960                        226,473
   FCC licenses - net                                        49,133    $  167,515                                      216,648
   Other intangible assets - net                             20,391                       2,036                         22,427
   Deposits and other long-term assets                       25,296                          78                         25,374
   Net assets held under exchange agreement-net              46,440                                                     46,440
                                                         ----------    ----------    ----------    -----------     -----------
      Total other assets                                    621,080       167,515        12,074       (193,187)        607,482
                                                         ----------   -----------    ----------    ------------    -----------
TOTAL ASSETS                                             $  747,323    $  167,515    $   32,528    $  (193,187)    $   754,179
                                                         ==========    ==========    ==========    ============    ===========
</TABLE>





                                       16


<PAGE>






                       AMERICAN RADIO SYSTEMS CORPORATION
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)



8.          Subsidiary Guarantees - (continued):



<TABLE>
<CAPTION>
                                                        Condensed Consolidating Balance Sheet
                                                                 September 30, 1996
                                                               (Dollars in thousands)

                                                        Parent and    Guarantor    Non-guarantor                   Consolidated
                                                      its Divisions   Subsidiary    Subsidiary     Eliminations       Totals

<S>                                                      <C>             <C>         <C>           <C>              <C>
LIABILITIES AND STOCKHOLDERS'                                                      
   EQUITY                                                                           
CURRENT LIABILITIES                                                                 
   Current maturities of long-term debt                  $      436                  $      117                     $           553
   Accounts payable and accrued expenses                     23,244                         890                              24,134
                                                         ----------    ----------    ----------    ------------     ---------------
   Total current liabilities                                 23,680                       1,007                              24,687
                                                                                     
NON-CURRENT LIABILITIES                                                              
   Deferred income taxes                                     42,806                         209                              43,015
   Other long-term liabilities                                2,224                          12                               2,236
   Long-term debt                                           282,759                       1,990                             284,749
                                                         ----------    ----------    ----------    -------------    ---------------
      Total non-current liabilities                         327,789                       2,211                             330,000
MINORITY INTEREST IN SUBSIDIARY                                                            3,638                              3,638
                                                                                     
STOCKHOLDERS'  EQUITY                                                                
   Preferred Stock                                                1                                                               1
   Common Stock                                                 210                                                             210
   Additional paid-in capital                            $  390,487    $  167,515    $   25,872    $   (193,387)            390,487
   Retained earnings                                          5,914                        (200)             200              5,914
   Treasury stock                                              (438)                                                          (438)
   Unearned compensation                                       (320)                                                          (320)
                                                         ----------    ----------    ----------    -------------    ---------------
      Total stockholders' equity                            395,854       167,515        25,672        (193,187)            395,854
                                                         ----------    ----------    -----------   -------------    ---------------
TOTAL LIABILITIES AND STOCKHOLDERS'                                                  
  EQUITY                                                 $  747,323    $  167,515    $   32,528    $   (193,187)    $       754,179
                                                         ==========    ==========    ==========    =============    ===============
</TABLE>
                                                          
                                                           
                                       17


<PAGE>






                       AMERICAN RADIO SYSTEMS CORPORATION
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)



8.          Subsidiary Guarantees - (continued):


<TABLE>
<CAPTION>
                                                   Condensed Consolidating Statement of Operations
                                                    For the Nine Months Ended September 30, 1996
                                                               (Dollars in thousands)


                                                        Parent and    Guarantor    Non-guarantor                   Consolidated
                                                      its Divisions   Subsidiary    Subsidiary(a)  Eliminations       Totals

<S>                                                      <C>           <C>         <C>           <C>              <C>

Net broadcast revenues                                   $  111,424                                               $         111,424
Tower revenues                                                  601                $    1,619    $        (62)                2,158
License fees charged to Parent                              (4,032)    $  4,032                                                   0
                                                         ----------    --------    ----------    -------------    -----------------
Total net revenues                                          107,993       4,032         1,619             (62)              113,582

  Operating expenses excluding
    depreciation and amortization and
    corporate general and administrative
    expenses                                                 77,052           6         1,175             (62)               78,171
  Net local marketing agreement expense                       4,878                                                           4,878
  Depreciation and amortization                               7,664       2,663           638                                10,965
  Corporate general and administrative                        3,615                                                           3,615
                                                         ----------    --------    ----------    -------------    -----------------
Operating income (loss)                                      14,784       1,363         (194)                0               15,953

Other income (expense):
  Interest income                                             4,723                        19                                 4,742
  Interest expense                                         (15,165)                      (52)                              (15,217)
  Gain (loss) on sale of assets and other                       172                                                             172
  Equity in (loss) of subsidiaries, net of
     income taxes recorded at the
     subsidiary level                                         (227)                                        227                    0
                                                         ----------    --------    ----------    -------------    -----------------
Income (loss) before income taxes                             4,287       1,363         (227)              227                5,650
  Provision (benefit) for income taxes                        1,598       1,363                                               2,961
                                                         ----------    --------    ----------    -------------    -----------------
Net income (loss)                                             2,689           0         (227)              227                2,689
Preferred stock dividends                                   (2,567)                                                         (2,567)
                                                         ----------    --------    ----------    -------------    -----------------
Net income applicable to common
     shares                                              $     122    $       0    $    (227)    $         227    $             122
                                                         =========    =========    ==========    =============    =================
</TABLE>




                                       18


<PAGE>






                       AMERICAN RADIO SYSTEMS CORPORATION
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)



8.          Subsidiary Guarantees - (continued):


<TABLE>
<CAPTION>
                                                   Condensed Consolidating Statement of Operations
                                                    For the Three Months Ended September 30, 1996
                                                               (Dollars in thousands)


                                                Parent and         Guarantor         Non-guarantor             Consolidated
                                              its Divisions        Subsidiary        Subsidiary(a) Eliminations   Totals

<S>                                            <C>                 <C>                <C>         <C>          <C>
Net broadcast revenues                         $          51,552                                               $       1,552
Tower revenues                                               202                      $     798   $      (62)            938
License fees charged to Parent                            (3,050)  $          3,050                                        0
                                              ------------------   ----------------   ---------   ----------   -------------
Total net revenues                                        48,704              3,050         798          (62)         52,490

  Operating expenses excluding
    depreciation and amortization and
    corporate general and administrative
    expenses                                              34,973                  2         483          (62)         35,396
  Net local marketing agreement expense                    2,289                                                       2,289
  Depreciation and amortization                            4,127              1,685         315                        6,127
  Corporate general and administrative                     1,275                                                       1,275
                                              ------------------   ----------------   ---------   ----------   -------------
Operating income (loss)                                    6,040              1,363           0            0           7,403

Other income (expense):
  Interest income                                          1,084                             18                        1,102
  Interest expense                                        (6,214)                           (40)                      (6,254)
  Gain (loss) on sale of assets and other                    208                                                         208
  Equity in (loss) of subsidiaries, net of
     income taxes recorded at the
     subsidiary level                                       (114)                                        114               0
                                              ------------------   ----------------   ---------   ----------   -------------
Income (loss) before income taxes                          1,004              1,363         (22)         114           2,459
Provision (benefit) for income taxes                          70              1,363          92                        1,525
                                              ------------------   ----------------   ---------   ----------   -------------
Net income (loss)                                            934                  0        (114)         114             934
                                              ------------------   ----------------   ---------   ----------   -------------
Preferred stock dividends                                 (2,434)                                                     (2,434)
                                               -----------------   ----------------   ----------   ---------   -------------
Net applicable to common shares                $          (1,500)  $              0   $     (114)  $     114   $      (1,500)
                                               =================   ================   ==========   =========   =============
</TABLE>





                                       19


<PAGE>






                       AMERICAN RADIO SYSTEMS CORPORATION
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)



8.          Subsidiary Guarantees - (continued):


<TABLE>
<CAPTION>
                                                   Condensed Consolidating Statement of Cash Flows
                                                    For the Nine Months Ended September 30, 1996
                                                               (Dollars in thousands)



                                                     Parent and     Guarantor      Non-guarantor                   Consolidated
                                                    its Divisions   Subsidiary     Subsidiary    Eliminations       Totals



<S>                                                <C>              <C>            <C>            <C>             <C>            
Cash flows provided by (used for) operating
      activities                                   $       17,268                  $      1,210                   $       18,478
                                                   --------------   ------------   ------------   --------------  --------------

Investing Activities:
  Payments for purchase of property and
        equipment and intangible assets                    (5,249)                       (4,713)                          (9,962)
  Proceeds from radio station sales                        18,000                                                         18,000
  Payments for radio station acquisitions                (286,172)                                                      (286,172)
  Payments for  tower related acquisitions                                               (8,803)                          (8,803)
  Issuance of station investment notes
      receivable                                          (56,522)                                                       (56,522)

  Deposits and other long-term assets                     (39,217)                          (64)                         (39,281)
                                                   --------------   ------------   ------------   --------------  --------------  
Cash flows used by investing activities                  (369,160)                      (13,580)                        (382,740)
                                                   --------------   ------------   ------------   --------------  --------------


Financing Activities:
  Borrowings under Credit Agreement and
      other                                               110,590                                                        110,590
  Repayment of 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                                             248,198                                                        248,198
  Repayment of other obligations                             (654)                          (28)                            (682)
  Investment in and advances to subsidiaries                                             13,972          (13,972)              0
                                                   --------------   ------------   ------------   --------------  --------------
Cash flows from financing activities                      374,955                        13,944          (13,972)        374,927
Increase in cash and cash equivalents                      23,063                         1,574          (13,972)         10,665

Cash and cash equivalents at beginning
       of period                                            3,890                             0                            3,890
                                                   --------------   ------------   ------------   --------------  --------------
Cash and cash equivalents at end of period         $       26,953   $          0     $    1,574   $      (13,972) $       14,555
                                                   ==============   ============     ==========   ==============  ==============
</TABLE>


                                       20


<PAGE>






                       AMERICAN RADIO SYSTEMS CORPORATION
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)



8.          Subsidiary Guarantees - (continued):


<TABLE>
<CAPTION>
                                                        Condensed Consolidating Balance Sheet
                                                                  December 31, 1995
                                                               (Dollars in thousands)


                                                        Parent and     Guarantor         Non-guarantor                  Consolidated
                                                      its Divisions    Subsidiary         Subsidiary      Eliminations       Totals

<S>                                                  <C>              <C>              <C>               <C>             <C>   
ASSETS
CURRENT ASSETS:
   Cash and cash equivalents                         $         3,890                                                     $     3,890
   Accounts receivable, net                                   24,352                   $             37                       24,389
   Note receivable-other                                       1,108                                                           1,108
   Prepaid expenses and other current assets                   2,281                                                           2,281
   Deferred income taxes                                       1,162                                                           1,162
                                                     ---------------  ---------------  ----------------  ------------   ------------
      Total current assets                                    32,793                                 37                       32,830

PROPERTY AND EQUIPMENT                                        28,040                              3,746                       31,786
OTHER ASSETS:
   Investment in and advances to subsidiaries                 48,771                                     $    (48,771)             0
   Station investment notes receivable                        49,097                                                          49,097
   Goodwill                                                   66,464                                                          66,464
   FCC licenses                                                       $        45,023                                         45,023
   Other intangible assets                                    15,840                                 24                       15,864
   Deposits and other long-term assets                         7,718                                 14                        7,732
                                                     ---------------  ---------------  ----------------  ------------   ------------
      Total other assets                                     187,890           45,023                38       (48,771)       184,180
                                                     ---------------  ---------------  ----------------  ------------   ------------
TOTAL ASSETS                                         $       248,723  $        45,023  $          3,821  $    (48,771)  $    248,796
                                                     ===============  ===============  ================  ============   ============
</TABLE>



                                       21


<PAGE>






                       AMERICAN RADIO SYSTEMS CORPORATION
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)



8.          Subsidiary Guarantees - (continued):


<TABLE>
<CAPTION>
                                                        Condensed Consolidating Balance Sheet
                                                                  December 31, 1995
                                                               (Dollars in thousands)



                                                   Parent and     Guarantor      Non-guarantor                      Consolidated
                                                 its Divisions    Subsidiary     Subsidiary      Eliminations       Totals


<S>                                              <C>              <C>            <C>             <C>                <C>    
LIABILITIES AND STOCKHOLDERS'
     EQUITY
CURRENT LIABILITIES
   Current maturities of long-term debt          $          355                                                     $         355
   Accounts payable and accrued expenses                 10,387                  $          42                             10,429
                                                 --------------   ------------   -------------   ----------------   -------------
      Total current liabilities                          10,742                             42                             10,784

NON-CURRENT LIABILITIES
   Deferred income taxes                                  7,899                                                             7,899
   Other long-term liabilities                            1,923                              6                              1,929
   Long-term debt                                       152,149                                                           152,149
                                                 --------------   ------------   -------------   ----------------   -------------
      Total non-current liabilities                     161,971                              6                            161,977

STOCKHOLDERS' EQUITY
   Common Stock                                             144                                                               144
   Additional paid-in capital                            70,928   $     45,023           3,746  $         (48,769)         70,928
   Retained earnings                                      5,792                             27                (27)          5,792
   Unearned compensation                                   (391)                                                             (391)
   Treasury stock                                          (438)                                                             (438)
                                                 --------------   ------------   -------------   ----------------
      Total stockholders' equity                         76,035         45,023           3,773            (48,796)         76,035
                                                 --------------   ------------   -------------   ----------------   -------------
TOTAL LIABILITIES AND
     STOCKHOLDERS'
      EQUITY                                     $      248,748   $     45,023   $       3,821   $        (48,796)  $     248,796
                                                 ==============   ============   =============   ================   =============
</TABLE>



                                       22


<PAGE>






                       AMERICAN RADIO SYSTEMS CORPORATION
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


8.          Subsidiary Guarantees - (continued):


<TABLE>
<CAPTION>
                                                   Condensed Consolidating Statement of Operations
                                                    For the Nine Months Ended September 30, 1995
                                                               (Dollars in thousands)




                                                         Parent and      Guarantor      Non-guarantor                  Consolidated
                                                         its Divisions   Subsidiary     Subsidiary (a) Eliminations       Totals


<S>                                                      <C>             <C>            <C>             <C>            <C>
Net broadcast revenues                                                                  $      69,622                  $     69,622
License fees                                                             $      1,223          (1,223)                            0
                                                         -------------   ------------   -------------   ------------   ------------
Total net revenues                                                              1,223          68,399                        69,622

Operating expenses excluding depreciation and
      amortization and corporate general and
      administrative expenses                                                       6          48,568                        48,574
Net local marketing agreement expenses                                                            150                           150
Depreciation and amortization                                                   1,217           8,096                         9,313
Corporate general and administrative                                                            2,578                         2,578
                                                         -------------   ------------   -------------   ------------   ------------
Operating income                                                                    0           9,007                         9,007

Other income (expense):
  Interest income                                                                               1,183                         1,183
  Interest expense                                       $         (56)                        (8,916)                       (8,972)
  Gain on sale of assets and other                                                             11,551                        11,551
  Equity in (loss) of subsidiaries, net of income
      taxes recorded at the subsidiary level                     7,373                                  $     (7,373)             0
                                                         -------------   ------------   -------------   ------------   ------------
Income before income taxes                                       7,317              0          12,825         (7,373)        12,769
  Provision for income taxes                                                                    5,452                         5,452
                                                         -------------   ------------   -------------   -------------   -----------
Net income                                                       7,317              0           7,373          (7,373)        7,317
                                                         -------------   ------------   -------------   -------------   -----------
  Redeemable common and preferred stock
      dividends                                                   (815)                                                        (815)
                                                         -------------   ------------   -------------   -------------   -----------
Net income applicable to common shares                   $       6,502   $          0   $       7,373   $      (7,373)        6,502
                                                         =============   ============   =============   =============   ===========


<FN>
(a)         Includes American Radio Systems, Inc. (ARSI), a wholly owned subsidiary of the Company
            until December 1995.
</FN>
</TABLE>

                                       23


<PAGE>






                       AMERICAN RADIO SYSTEMS CORPORATION
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


8.          Subsidiary Guarantees - (continued):


<TABLE>
<CAPTION>
                                                   Condensed Consolidating Statement of Operations
                                                    For the Three Months Ended September 30, 1995
                                                               (Dollars in thousands)




                                                         Parent and      Guarantor      Non-guarantor                  Consolidated
                                                         its Divisions   Subsidiary     Subsidiary (a)  Eliminations      Totals


<S>                                                       <C>            <C>             <C>           <C>             <C>
Net broadcast revenues                                                                   $    25,109                   $     25,109
License fees                                                             $         476          (476)                             0
                                                         -------------   -------------   -----------   -------------   ------------
Total net revenues                                                                 476        24,633                         25,109

Operating expenses excluding depreciation and
      amortization and corporate general and
      administrative expenses                                                        2        15,954                         15,956
Net local marketing agreement expenses                                                           150                            150
Depreciation and amortization                                                      474         2,797                          3,271
Corporate general and administrative                                                           1,094                          1,094
                                                         -------------   -------------   -----------   -------------   ------------
Operating income                                                                     0         4,638                          4,638

Other income (expense):
  Interest income                                                                                926                            926
  Interest expense                                                                            (3,087)                        (3,087)
  Gain (loss) on sale of assets and other                                                         (8)                            (8)
  Equity in (loss) of subsidiaries, net of income
      taxes recorded at the subsidiary level             $       1,435                                 $     (1,435)              0
                                                         -------------   -------------   -----------   -------------   ------------
Income before income taxes                                       1,435               0         2,469         (1,435)          2,469
   Provision for income taxes                                                                  1,034                          1,034
                                                         -------------   -------------   -----------   ------------   -------------
Net income                                                       1,435               0         1,435         (1,435)          1,435
  Redeemable common and preferred stock
      dividends                                          -------------   -------------   -----------   ------------   -------------
Net income applicable to common shares                   $       1,435   $           0   $     1,435   $     (1,435)  $       1,435
                                                         =============   =============   ===========   ============   =============


<FN>
(a)         Includes American Radio Systems, Inc. (ARSI), a wholly owned subsidiary of the Company
            until December 1995.
</FN>
</TABLE>

                                       24


<PAGE>






                       AMERICAN RADIO SYSTEMS CORPORATION
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


8.          Subsidiary Guarantees - (continued):


<TABLE>
<CAPTION>
                                                   Condensed Consolidating Statement of Cash Flows
                                                    For the Nine Months Ended September 30, 1995
                                                               (Dollars in thousands)



                                                     Parent and      Guarantor      Non-guarantor                       Consolidated
                                                     its Divisions   Subsidiary     Subsidiary (a)    Eliminations         Totals


<S>                                                   <C>            <C>             <C>               <C>              <C>        
Cash flows from operating activities                                                 $         4,091                    $     4,091
                                                      ------------   -------------   ---------------   --------------   -----------

Investing Activities:
  Payments for purchase of property, equipment
     and intangible assets                                                                    (4,906)                        (4,906)
  Proceeds from asset and station sales                                                       15,283                         15,283
  Payments for purchase of radio stations                                                    (31,016)                       (31,016)
  Issuance of station investment notes
     receivable                                                                              (45,250)                       (45,250)
  Proceeds from repayment of station
     investment notes receivable                                                               3,000                          3,000
  Deposits and other long-term assets                                                         (6,428)                        (6,428)
                                                      ------------   -------------   ---------------   --------------   -----------
Cash flows used by investing activities                                                      (69,317)                       (69,317)
                                                      ------------   -------------   ---------------   --------------   -----------

Financing Activities:
  Borrowings under credit agreements                                                          66,500                         66,500
  Repayment of credit agreements                                                             (54,000)                       (54,000)
  Net proceeds from offerings and options                                                     70,934                         70,934
  Redemption of senior common stock                                                          (14,580)                       (14,580)
  Purchase of treasury stock                                                                    (438)                          (438)
  Repayment of other obligations                                                              (1,198)                        (1,198)
                                                      ------------   -------------   ---------------   --------------   -----------
Cash flows from financing activities                                                          67,218                         67,218

Increase in cash and cash equivalents                                                          1,992                          1,992

Cash and cash equivalents at beginning of                                                      3,168                          3,168
     period                                           ------------   -------------   ---------------   --------------   -----------
Cash and cash equivalents at end of period            $          0   $           0   $         5,160   $            0   $     5,160
                                                      ============   =============   ===============   ==============   ===========

<FN>
(a)         Includes American Radio Systems, Inc. (ARSI), a wholly owned subsidiary of the Company
            until December 1995.
</FN>
</TABLE>

                                       25


<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,  objects,  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 a rise in interest  rates or a
downturn in the  operating  performance  of its radio  stations or a downturn in
economic conditions.

As of September  30, 1996,  the Company owned and/or  operated  forty-six FM and
twenty-three  AM  stations.  See  Notes  5, 6 and 7 of the  unaudited  condensed
consolidated  financial  statements  for  a  description  of  the  1996  station
transactions.  As of September  30,  1995,  the Company  owned  and/or  operated
sixteen  FM and nine AM  stations.  The  Company  acquired  WEGQ-FM in Boston in
January  1995 and  WKGR-FM  in West Palm Beach in July 1995.  The  Company  also
entered into local  marketing  agreements with KKMJ-FM,  KPTY-FM  (relaunched as
KAMX-FM)  and KJCE-FM in Austin in September  1995,  WBLK-FM in Buffalo in March
1996, WSJZ-FM in Buffalo,  WLQT-FM,  WDOL-AM,  WXEG-FM in Dayton, and KSTE-AM in
Sacramento in April 1996, KMXB-FM,  KMZQ-FM,  KXTE-FM, KVEG-AM in Las Vegas, and
KSFM-FM,  KMJI-FM in Sacramento in May 1996.  The Company sold KGGO-FM,  KHKI-FM
and KDMI-AM in Des Moines in January 1995 and WHWK-FM and WNBF-AM in Binghamton,
New York in March 1995. The Tower  Subsidiary  also purchased  eight tower sites
and more than 200  antenna  management  agreements  in  February  1996 and three
additional  towers and sublease  agreements on  approximately  forty tower sites
located  throughout the Mid-Atlantic  region in April 1996.  These  transactions
have  significantly  affected  operations  for the three and nine  months  ended
September 30, 1996 as compared to the three and nine months ended  September 30,
1995.

Nine months ended September 30, 1996 and 1995

Net revenues  were $113.6  million for the nine months ended  September 30, 1996
compared to $69.6 million for the same nine months in 1995, an increase of $44.0
million or 63.2%.  This increase was  attributable  to revenue growth in some of
the Company's existing markets and the impact of the 1996 station acquisitions.

Station operating  expenses  excluding net local marketing  agreement  expenses,
depreciation and amortization and corporate general and administrative  expenses
were $78.2  million for the nine months  ended  September  30, 1996  compared to
$48.6  million  for the same period in 1995,  an  increase  of $29.6  million or
60.9%.  This increase was due to the impact of increased  costs  associated with
the Company's revenue growth.

Net local  marketing  agreement  expenses  were $4.9 million for the nine months
ended  September  30, 1996  compared to $0.2 million for the same nine months in
1995, an increase of $4.7 million based on the agreements discussed above and in
Notes 6 and 7. A local marketing  agreement is an agreement  whereby  separately
owned and licensed stations may agree to function  cooperatively in programming,
advertising  sales and other matters,  subject to compliance with antitrust laws
and FCC policies,  including the  requirement  that the licensee of each station
maintain  independent  control over the  programming  and  operations of its own
stations.  The Company enters into such agreements  prior to the consummation of
many of its acquisitions. Local marketing agreement expenses for the nine months
ended  September  30, 1996 are presented  net of  approximately  $1.3 million of
revenues earned under such agreements.

Depreciation  and  amortization  was $11.0 million and $9.3 million for the nine
months ended September 30, 1996 and September 30, 1995 respectively, an increase
of $1.7 million or 18.3%. This increase was primarily attributable to the impact
of  increased  expenses  associated  with assets  acquired  in the 1996  station
acquisitions.

                                       26

<PAGE>
Results of Operations - (continued):

Corporate general and administrative  expenses increased to $3.6 million for the
nine months ended September 30, 1996 from $2.6 million for the nine months ended
September  30,  1995,  an increase of $1.0 million or 38.5%.  This  increase was
primarily  attributable to the higher personnel costs associated with supporting
the Company's growth.

Interest  income was $4.7 million for the nine months ended  September  30, 1996
compared to $1.2  million for the nine  months  ended  September  30,  1995,  an
increase of $3.5 million. The increase is attributable to interest income earned
on certain station investment notes and cash equivalents in 1996.

Interest  expense was $15.2 million for the nine months ended September 30, 1996
compared to $9.0  million for the 1995  period,  an increase of $6.2  million or
68.9%.  The increase is related to higher  borrowing levels including the Senior
Subordinated  Notes and to a lesser  extent  borrowings  under  the 1995  Credit
Agreement in 1996.

The gain  (loss) on the sales of  assets in 1996 was not  material.  The gain on
sale of  assets  for 1995  represents  gains  on the sale of radio  broadcasting
properties in  Binghamton,  New York ($3.9  million) and Des Moines,  Iowa ($7.7
million).

The provision for income taxes for the nine months ended  September 30, 1996 was
$3.0 million  compared to $5.5 million for nine months ended September 30, 1995.
The  effective  tax  rate for the  nine  months  ended  September  30,  1996 was
approximately 52.4% compared to 42.7% in 1995. The higher effective rate in 1996
is due to the  effect of  permanent  differences,  principally  amortization  of
non-deductible goodwill on certain stock acquisitions.

Redeemable  common and  preferred  stock  dividends  for the nine  months  ended
September  30, 1996 were $2.6  million as compared to $0.8  million for the nine
months ended  September 30, 1995.  The 1996  dividends are  attributable  to the
Convertible  Preferred  Stock issued in late June 1996.  The 1995 dividends were
attributable  to the Series C Common  Stock  which was retired in June 1995 with
proceeds from the Company's initial public offering.

Net income applicable to common stockholders was $.1 million for the nine months
ended  September  30, 1996  compared to $6.5  million for the nine months  ended
September  30,  1995,  a decrease  of $6.4  million  as a result of the  factors
discussed above.

Three months ended September 30, 1996 and 1995

Net revenues  were $52.5  million for the three months ended  September 30, 1996
compared  to $25.1  million  for the same three  months in 1995,  an increase of
$27.4 million or 109.2%.  This increase was  attributable  to revenue  growth in
some of the  Company's  existing  markets  and the  impact  of the 1996  station
acquisitions.

Station operating  expenses  excluding net local marketing  agreement  expenses,
depreciation and amortization and corporate general and administrative  expenses
were $35.4  million  for the three  months  ended  September  30, 1996 and $16.0
million for the  comparable  period in 1995,  an  increase  of $19.4  million or
121.3%.  This increase was due to increased costs  associated with the Company's
revenue growth.

Net local  marketing  agreement  expenses were $2.3 million for the three months
ended  September  30, 1996 compared to $0.2 million for the same three months in
1995  based  on the  agreements  discussed  above  and in  Notes 6 and 7.  Local
marketing  agreement  expenses for the three months ended September 30, 1996 are
presented  net of  approximately  $1.0  million of  revenues  earned  under such
agreements.

Depreciation  and  amortization  was $6.1 million and $3.3 million for the three
months ended September 30, 1996 and September 30, 1995 respectively, an increase
of $2.8 million or 84.8%. This increase was primarily attributable to the impact
of the 1996 station acquisitions.

                                       27


<PAGE>







Results of Operations - (continued):

Corporate general and administrative  expenses increased to $1.3 million for the
three  months  ended  September  30, 1996 from $1.1 million for the three months
ended September 30, 1995 an increase of $.2 million or 18.2%.  This increase was
primarily  attributable to the higher personnel costs associated with supporting
the Company's growth.

Interest  income was $1.1 million for the three months ended  September 30, 1996
compared to $0.9 for the three months ended  September  30, 1995, an increase of
$0.2 million or 22.2%. The increase is primarily attributable to interest income
earned on cash equivalents and to a lesser extent on certain station  investment
notes.

Interest  expense was $6.3 million for the three months ended September 30, 1996
compared to $3.1  million for the 1995  period,  an increase of $3.2  million or
103.2%.  The increase is related to higher borrowing levels including the Senior
Subordinated Notes.

Gain (loss) on the sale of assets during each period was not material.

The provision for income taxes for the three months ended September 30, 1996 was
$1.5 million compared to $1.0 million for three months ended September 30, 1995.
The  effective  tax rate for the  three  months  ended  September  30,  1996 was
approximately  62.0% compared to 41.9% in 1995. The higher effective tax rate in
1996 is due to the effect of permanent differences,  principally amortization of
non-deductible goodwill on certain stock acquisitions.

Redeemable  preferred  stock  dividends for the three months ended September 30,
1996 were $2.4  million  representing  dividends  on the  Convertible  Preferred
Stock.

Net loss applicable to common stockholders was $1.5 million for the three months
ended  September  30, 1996  compared to net income of $1.4 million for the three
months ended  September  30, 1995, a decrease of $2.9 million as a result of the
factors discussed above.

Liquidity and Capital Resources

The Company's liquidity needs arise from its  acquisition-related  requirements,
debt  service,  working  capital,  capital  expenditure  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 nine months ended September 30, 1996 cash flows provided by
operating activities was $18.5 million, as compared to $4.1 million for the nine
months ended September 30, 1995. The change is primarily attributable to working
capital investments related to station acquisition and growth.

Cash flows used for investing activities were $382.8 million for the nine months
ended  September 30, 1996 as compared to $69.4 million for the nine months ended
September  30, 1995.  The 1996 increase was due to greater  station  acquisition
activity in 1996 as compared to 1995.

Cash  provided by financing  activities  was $374.9  million for the nine months
ended  September 30, 1996 as compared to $67.2 million for the nine months ended
September  30,  1995.  The  increase  in 1996  was due to the  equity  and  debt
offerings  described  below  offset by repayment  of  borrowings  under the 1995
Credit Agreement.

In June 1996,  the Company sold pursuant to exemptions  under the Securities Act
2,750,000 Depositary Shares, each representing a one-twentieth of a share of its
Convertible  Exchangeable  Preferred Stock, $1,000 liquidation  preference.  Net
proceeds to the Company from the offering  were  approximately  $132.8  million.
Approximately  $2.6 million of accrued  dividends  were paid as of September 30,
1996. See Note 4 to the unaudited condensed  consolidated  financial  statements
for a description of the Convertible Preferred Stock.

                                       28


<PAGE>






Liquidity and Capital Resources - (continued):

In February  1996,  the Company  completed  (the  Equity  Offering  and the Debt
Offering.  Pursuant to the Equity Offering, the Company sold 5,514,707 shares of
its Class A Common  Stock at a price of $27 per share,  consisting  of 4,000,000
shares sold by the Company 1,013,370 shares sold by selling  shareholders and an
additional  501,337  shares sold by the Company  pursuant to the exercise of the
underwriters'   over-allotment   option.   Proceeds  to  the  Company,   net  of
underwriters' discount and associated costs, were approximately $114.5 million.

Pursuant to the Debt  Offering,  the Company sold $175  million of  Subordinated
Notes  at  a  discount  of  $1.4  million  yielding  9.125%.   Interest  on  the
Subordinated Notes is payable  semi-annually on February 1 and August 1 with the
face value of the note due on February 1, 2006. The Company,  may at its option,
redeem, in whole or in part, the Notes beginning February 1, 2001,  initially at
104.5% of principal amount declining  annually to 100.0% in 2004 and thereafter.
The Company is also required to redeem the Notes upon the  occurrence of certain
events.  The Subordinated Notes are subordinate in right of payment to the prior
payment in full of the 1995  Credit  Agreement  and contain  certain  convenants
including,  but not  limited  to,  limitations  on  sales  of  assets,  dividend
payments,  future  indebtedness,  issuance  of  preferred  stock and  changes in
control. The Subordinated Notes are guaranteed by American Radio Systems License
Corp., a wholly owned subsidiary of the Company. Proceeds to the Company, net of
underwriters' discount and associated costs were approximately $167.3 million.

As of September 30, 1996, the Company had approximately  $285.3 million of total
long-term debt (including  current  portion  thereof)  outstanding.  In December
1995, the Company  entered into the 1995 Credit  Agreement,  which,  among other
things,  increased  American's  borrowing  limit and provided the Company with a
revolving  loan  commitment  based on the lesser of (a) $300.0 million or (b) an
amount based on a financial  test.  The terms of the 1995 Credit  Agreement  are
described  in the  Company's  Annual  Report  on Form  10-K for the  year  ended
December 31, 1995. As of September 30, 1996,  $108.5 million of borrowings  were
outstanding under the 1995 Credit Agreement.

In order to finance  acquisitions  of radio  stations and for general  corporate
purposes,  the Company has  borrowed and expects to continue to borrow under the
1995 Credit  Agreement and has issued an aggregate of $175.0  million  principal
amount of the Notes discussed above. As part of the EZ Merger, the Company will,
in the case of a direct merger,  assume EZ's  obligations with respect to $150.0
million  principal  amount of the EZ Senior  Notes and  refinance  the EZ credit
facility  as part of the 1995  Credit  Agreement.  In the  case of a  subsidiary
merger,  the EZ  credit  facility  and  the EZ  Senior  Notes  will  become  the
obligations of a separate subsidiary. To the extent the holders of the EZ Senior
Notes  elect to  exercise  their  right to require  the  Company  (or a separate
subsidiary)  to purchase  such Notes as a result of the change of  control,  the
Company  will be  required  to borrow  the  necessary  funds  under  the  Credit
Agreement (or the EZ credit  facility).  In connection with the  consummation of
the EZ Merger,  the Company  expects to increase the maximum amount which may be
borrowed  under the 1995 Credit  Agreement  (or, in the event of the  subsidiary
merger,  the credit  agreements) to $1.0 billion.  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  Notes.  However,  the  Company's  leverage  could  make it
vulnerable to a downturn in the operating performance of its radio stations or a
downturn in economic conditions.

The Company  believes that its cash flows from  operations will be sufficient to
meet any quarterly debt service requirements for interest and scheduled payments
of principal under the Credit  Agreement and the Notes. 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.

                                       29


<PAGE>






Liquidity and Capital Resources - (continued):

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 1995 Credit
Agreement, to finance operations for the foreseeable future.

The Company has entered into numerous station and tower  acquisition and related
agreements (see Notes 6 and 7 to the unaudited condensed  consolidated financial
statements).  The  consummation of each of these agreements is subject to, among
other  things,  FCC approval  and in some cases 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,  issuance of equity
securities and borrowings under the 1995 Credit Agreement.

The Company  expects  capital  expenditures  in 1996 to be  approximately  $10.0
million,  consisting  principally  of  tower  construction  (approximately  $5.0
million),  office  consolidations  and ongoing  technical  improvements.  To the
extent that funds generated from operations, or available cash, are insufficient
to finance nonrecurring capital  expenditures,  the Company would seek to borrow
the necessary funds under the 1995 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 an adverse effect on the Company's operating results.


                                       30


<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 5.  Other Information

Other Events

On October 18, 1996, the Company  entered into an Asset Purchase  Agreement with
Entertainment  Communications,  Inc., a  Pennsylvania  Corporation,  pursuant to
which  the  Company  will  sell  substantially  all the  assets  of  KXOA-FM  in
Sacramento,  California for approximately $27.5 million in cash. Consummation of
the  transaction is subject to, among other things,  the approval of the FCC and
the expiration on early termination of the HSR waiting period.

On October 18, 1996, the Company  entered into an Asset Purchase  Agreement with
Triathalon  Broadcasting  of Omaha,  Inc., a Delaware  Corporation,  pursuant to
which the  Company  will sell  substantially  all of the assets of  KFAB-AM  and
KGOR-FM and Business Music Service in Omaha,  Nebraska for  approximately  $39.0
million.  Consummation of the transaction is subject to, among other things, the
approval of the FCC and the  expiration on early  termination of the HSR waiting
period.

On October 2, 1996, the Company  consummated the Asset Purchase  Agreement dated
June 4, 1996 with Mortenson  Broadcasting Company Inc., a Delaware  corporation,
pursuant  to which  the  Company  acquired  substantially  all of the  assets of
WBGR-AM in  Baltimore,  Maryland,  Inc. for  approximately  $14.0  million.  The
acquisition  was financed  through a $.2 million  escrow  deposit and  available
cash.

On September 10, 1996, the Company entered into an Asset Purchase Agreement with
Palm Beach Radio Broadcasters, Inc. Corporation, a Florida corporation, pursuant
to which the Company will acquire substantially all of the assets of WLQT-FM and
WBTT-FM in Dayton,  Ohio.  Consummation  of the transaction is subject to, among
other things, the approval of the FCC and the expiration on early termination of
the HSR waiting period. The Company expects to finance the acquisitions with the
proceeds from certain station investment notes and approximately $2.75 in cash.

On August 9, 1996,  the Company  entered into an Asset  Purchase  Agreement with
Mega  Broadcasting  Company,  a New Jersey  corporation,  pursuant  to which the
Company  will  sell  substantially  all  the  assets  of  WNEZ-AM  in  Hartford,
Connecticut for approximately  $.75 million.  Consummation of the transaction is
expected in the first quarter of 1997.




                                       31


<PAGE>





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

a.          Exhibits
<TABLE>
<CAPTION>
                                                               INDEX TO EXHIBITS

Exhibit
 No.                    Description of Document

<S>      <C>                                                                 <C>
2.1      Amended and Restated Merger Agreement, by and among the
              Company, American Merger Corporation and EZ
              Communications, Inc. dated as of August 5, 1996 and as
              amended and restated as of September 27, 1996................. Incorporated herein by
                                                                             reference to Appendix I of the
                                                                             Prospectus which is a part of
                                                                             the Company's  Registration
                                                                             Statement on Form S-4 filed
                                                                             with the SEC on October 31,
                                                                             1996 (File No. 333-15231)
4.8      Amendment No. 2 and Consent, dated June 19, 1996, to the
              Credit Agreement dated as of December 19, 1995 by and
              among the Company, The Bank of New York, as Agent,
              the Co-Agents named therein, and the Lenders party
              thereto....................................................... Filed.herewith as Exhibit 4.8
4.9      Supplemental Indenture, dated as of October 1, 1996, to
              Indenture, dated as of February 1, 1996, by and among the
              Company, the Subsidiary Guarantors names therein and
              Fleet National Bank relating to $175,000,000 of the
              Company's 9% Senior Subordinated Notes due 2006.........       Filed herewith as Exhibit 4.9
4.10     Supplemental Indenture, dated as of May 31, 1996, to   
              Indenture, dated as of February 1, 1996, by and among
              American, the Subsidiary Guarantors names therein and
              Fleet National Bank relating to $175,000,000 of the
              American's 9% Senior Subordinated Notes due 2006.........      Filed herewith as Exhibit 4.10
10.83    Asset Purchase Agreement, dated September 10, 1996
              between the Company and Palm Beach Radio
              Broadcasting, Inc............................................. Filed herewith as Exhibit 10.83
10.84    Asset Purchase Agreement, dated October 10, 1996 by the
              Company and CBC of Baltimore, Inc............................. Filed herewith as Exhibit 10.84
10.85    Time Brokerage Agreement, dated October 1, 1996 by the
              Company and CBC of Baltimore, Inc............................. Filed herewith as Exhibit 10.85
10.86    Asset Purchase Agreement dated October 10, 1996 between
              the Company and WWMX, Inc..................................... Filed herewith as Exhibit 10.86
10.87    Time Brokerage Agreement, dated October 1, 1996 between
              the Company and  WWMX, Inc.................................... Filed herewith as Exhibit 10.87
10.88    Asset Purchase Agreement, dated October 18, 1996 between
              the Company and Triathalon Broadcasting of Omaha, Inc..        Filed herewith as Exhibit 10.88
10.89    Asset Purchase Agreement, dated October 18, 1996 between
              the Company and Entertainment Communications, Inc.......       Filed herewith as Exhibit 10.89
10.90    Time Brokerage Agreement, dated April 1, 1996 between the
              Company and Cresent Communications, L.P. ..................... Filed herewith as Exhibit 10.90
10.91    Asset Purchase Agreement, dated August 7, 1996 between the
              Company and United Broadcasting, Inc.......................... Filed herewith as Exhibit 10.91
10.92     Asset Purchase Agreement, dated August 9, 1996, by and
              among the Company, American Radio Systems License
              Corp. and Mega Broadcasting Corporation....................... Filed herewith as Exhibit 10.92
11       Schedule re computation of earnings per share...................... Filed herewith as Exhibit 11
12       Ratio of earnings to fixed charges................................. Filed herewith as Exhibit 12
27       Financial Data schedule............................................ Filed herewith as Exhibit 27
</TABLE>

            Exhibits  2.1 through  10.92 do not contain  schedules  and exhibits
            noted  within  the  agreements.   This  additional   information  is
            available upon request from the Company.

b.          Reports on Form 8-K

1.          Form 8-K (Items 2 and 5) on July 16, 1996
2.          Form 8-K/A (Items 5 and 7) on August 12, 1996
3.          Form 8-K/A (Items 5 and 7) on September 16, 1996.
4.          Form 8-K/A (Item 7) on October 2, 1996.

                                       32

<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: November 13, 1996                    BY:  /s/  Joseph L. Winn
                                           ------------------------


                                           Joseph L. Winn
                                           Treasurer & Chief Financial Officer
                                           (Duly Authorized Officer)



Date: November 13, 1996                    BY:   /s/  Justin D. Benincasa
                                           ------------------------------


                                           Justin D. Benincasa
                                           Vice President & Corporate Controller
                                           (Duly Authorized Officer)


                                       33