<PAGE>
Registration No. 33-
___________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
INFINITY BROADCASTING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-2766282
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
600 Madison Avenue
New York, New York 10022
(Address of Principal Executive Offices
including Zip Code)
Infinity Broadcasting Corporation
Employees' 401(k) Savings Plan
Farid Suleman
Vice President - Finance
and Chief Financial Officer
Infinity Broadcasting Corporation
600 Madison Avenue
New York, New York 10022
(212) 750-6400
(Name, address and telephone number of agent for service)
___________________________________________________________________________
</PAGE>
<PAGE>
CALCULATION OF REGISTRATION FEE
___________________________________________________________________________
Proposed Proposed
maximum maximum
Title of offering aggregate Amount of
securities to Amount to be price per offering registration
be registered registered (1) unit price fee
_____________ ______________ _________ _________ ____________
Class A
Common Stock, 200,000 (2) $5,937,500(3) $2,047.41
par value
$.002 per share
___________________________________________________________________________
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) Not applicable.
(3) Computed pursuant to Rules 457(c) and 457(h) solely for the purpose of
determining the registration fee, based upon an assumed price of
$29.6875 per share, the average of the high and low prices of Infinity
Broadcasting Corporation Class A Common Stock on September 21, 1994 as
quoted on the National Association of Securities Dealers Automated
Quotation ("NASDAQ") National Market System.
</PAGE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Incorporated by reference in this Registration
Statement are the following documents heretofore filed by
Infinity Broadcasting Corporation (the "Company") with the
Securities and Exchange Commission (the "Commission") pursuant to
the Securities Act of 1933, as amended (the "Securities Act") and
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"):
(a) The Company's latest annual report and the
Infinity Broadcasting Corporation Employees'
401(k) Savings Plan's (the "Plan") latest annual
report, if any, filed pursuant to Section 13(a) or
15(d) of the Exchange Act;
(b) All other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the Exchange Act since
the end of the fiscal year covered by the annual
reports referred to in (a) above; and
(c) The description of the Company's Class A Common
Stock, par value $.002 per share (the "Common
Stock"), contained in a registration statement
filed under the Exchange Act, and any amendment or
report filed for the purpose of updating such
description.
All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment that
indicates that all securities offered hereby have been sold or
that deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the dates of filing of such
documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
The Company, as a Delaware corporation, is empowered by
Section 145 of the General Corporation Law of the State of
</PAGE>
<PAGE>
Delaware (the "DGCL"), subject to the procedures and limitations
stated therein, to indemnify any person against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection
with any threatened, pending or completed action, suit or
proceeding in which such person is made a party by reason of his
being or having been a director, officer, employee or agent of
the Company. The statute provides that indemnification pursuant
to its provisions is not exclusive of other rights of
indemnification to which a person may be entitled under any by-
law, agreement, vote of stockholders or disinterested directors,
or otherwise. Article TEN of the Company's Restated Certificate
of Incorporation provides for indemnification by the Company of
its directors and officers to the full extent permitted by the
DGCL. Pursuant to Section 145 of the DGCL, the Company has
purchased insurance on behalf of its present and former directors
and officers against any liability asserted against or incurred
by them in such capacity or arising out of their status as such.
Pursuant to specific authority granted by Section 102
of the DGCL, Article ELEVEN of the Company's Restated Certificate
of Incorporation contains the following provision regarding
limitation of liability of directors and officers:
"A director of this Corporation shall not be
personally liable to the Corporation or its
stockholders for monetary damages for breach of
fiduciary duty as a director; provided, that nothing
________
contained in this ARTICLE ELEVEN shall eliminate or
limit the liability of a director (i) for any breach of
_
the director's duty of loyalty to the Corporation or
its stockholders, (ii) for acts or omissions not in
__
good faith or that involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of
___
the General Corporation Law of the State of Delaware or
(iv) for any transaction from which the director
__
derived an improper personal benefit.
If the Delaware General Corporation Law is hereafter amended
to authorize the further elimination of the liability of a
director, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest
extent permitted by the Delaware General Corporation Law, as
so amended.
This ARTICLE ELEVEN may not be amended or modified to
increase the liability of a director, or repealed, except
upon the affirmative vote of the holders of 75% or more of
the outstanding Common Shares. No such amendment,
modification, or repeal shall apply to or have any effect on
the liability or alleged liability of any director of the
Corporation for or with respect to any acts or omissions of
such director occurring prior to such amendment,
modification, or repeal.
</PAGE>
<PAGE>
The provisions of this ARTICLE ELEVEN shall not been deemed
to limit or preclude indemnification of a director by the
Corporation for any liability of a director that has not
been eliminated by the provisions of this ARTICLE ELEVEN."
The Company has executed indemnity agreements with
Messrs. Batkin, Carrus, Karmazin, Lerman, Suleman and Wiener that
require it to indemnify these individuals for liabilities
incurred by them because of an act or omission or neglect or
breach of duty committed while acting in the capacity of an
officer or director of the Company, to the full extent permitted
by the laws of the State of Delaware. Certain actions, including
acts for which indemnification is found by a court to be illegal
and contrary to public policy, are excluded from the coverage of
the agreements. Mr. Karmazin's employment agreement requires the
Company to indemnify Mr. Karmazin to the fullest extent permitted
by applicable Delaware law.
Item 7. Exemption from Registration Claimed
Not applicable.
</PAGE>
<PAGE>
Item 8. Exhibits
Exhibit
Number Description of Exhibit
_______ ______________________
4(a) Restated Certificate of Incorporation of the
Company, as amended October 22, 1993. (This
exhibit can be found as Exhibit 3 to the Company's
Quarterly Report on Form 10-Q for the quarter
ended September 30, 1993 (File No. 0-14702) and is
incorporated herein by reference.)
4(b) Amended and Restated By-Laws of the Company. (This
exhibit can be found as Exhibit 3(b) to the
Company's Registration Statement on Forms S-1 and
S-3 (Registration No. 33-46118) and is
incorporated herein by reference.)
4(c) Securities Purchase Agreement, dated as of
September 30, 1991, by and among the Company,
Michael A. Wiener, Gerald Carrus, Mel Karmazin,
and Shearson Lehman Hutton Capital Partners II,
L.P., Shearson Lehman Hutton Merchant Banking
Portfolio Partnership L.P., Shearson Lehman Hutton
Offshore Investment Partnership L.P., and Shearson
Lehman Hutton Offshore Investment Partnership
Japan L.P. (collectively, the "Lehman Investors").
(This exhibit can be found as Exhibit 2(a) to the
Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1991 (File No. 0-
14702) and is incorporated herein by reference.)
4(d) Indenture, dated as of March 24, 1992, between the
Company and Bank of Montreal Trust Company, as
Trustee. (This exhibit can be found as Exhibit
4(c) to the Company's Registration Statement on
Form S-3 (Registration No. 33-61348) and is incor-
porated herein by reference.)
4(e) Amended and Restated Stockholders' Agreement,
dated as of February 5, 1992, among the Company,
Michael A. Wiener, Gerald Carrus, Mel Karmazin and
the Lehman Investors. (This exhibit can be found
as Exhibit 4(j) to the Company's Registration
Statement on Forms S-1 and S-3 (Registration
No. 33-46118) and is incorporated herein by
reference.)
4(f) Warrant Certificate, dated January 28, 1992,
certifying that Shearson Lehman Hutton Capital
Partners II L.P. is the owner of warrants to
purchase 1,051,977 shares of Class C Common Stock,
par value $.002 per share, of the Company. (This
exhibit can be found as Exhibit 4(l) to the
</PAGE>
<PAGE>
Company's Registration Statement on Forms S-1 and
S-3 (Registration No. 33-46118) and is incor-
porated herein by reference.)
4(g) Warrant Certificate, dated January 28, 1992,
certifying that Lehman Brothers Merchant Banking
Portfolio Partnership L.P. is the owner of
warrants to purchase 1,547,373 shares of Class C
Common Stock, par value $.002 per share, of the
Company. (This exhibit can be found as Exhibit
4(m) to the Company's Registration Statement on
Forms S-1 and S-3 (Registration No. 33-46118) and
is incorporated herein by reference.)
4(h) Warrant Certificate, dated December 14, 1993,
certifying that Shearson Lehman Hutton Offshore
Investment Partnership L.P. is the owner of
warrants to purchase 769,465 shares of Class C
Common Stock, par value $.002 per share, of the
Company. (This exhibit can be found as Exhib-
it 4(j) to the Company's Annual Report on Form 10-
K for the year ended December 31, 1993 (File
No. 0-14702) and is incorporated herein by
reference.)
4(i) Warrant Certificate, dated December 14, 1993,
certifying that Shearson Lehman Hutton Offshore
Investment Partnership Japan L.P. is the owner of
warrants to purchase 2,317,522 shares of Class C
Common Stock, par value $.002 per share, of the
Company. (This exhibit can be found as Exhib-
it 4(k) to the Company's Annual Report on Form 10-
K for the year ended December 31, 1993 (File
No. 0-14702) and is incorporated herein by
reference.)
4(j) Securities Exchange Agreement, dated as of January
28, 1992, among the Company and the Lehman
Investors. (This exhibit can be found as Exhibit
4(p) to the Company's Registration Statement on
Forms S-1 and S-3 (Registration No. 33-46118) and
is incorporated herein by reference.)
4(k) The Company's Stock Option Plan, amended and
restated as of August 16, 1993. (This exhibit can
be found as Exhibit 10(j) to the Company's Annual
Report on Form 10-K for the year ended December
31, 1993 (File No. 0-14702) and is incorporated
herein by reference.)
4(l) Amendment, effective as of November 19, 1993, to
the Company's Stock Option Plan, as amended and
restated as of August 16, 1993. (This exhibit can
be found as Exhibit 10(k) to the Company's Annual
</PAGE>
<PAGE>
Report on Form 10-K for the year ended December
31, 1993 (File No. 0-14702) and is incorporated
herein by reference.)
4(m) Amendment, adopted March 30, 1994, to the
Company's Stock Option Plan. (This exhibit can be
found as Exhibit 10(l) to the Company's Annual
Report on Form 10-K for the year ended December
31, 1993 (File No. 0-14702) and is incorporated
herein by reference.)
4(n) The Company's Deferred Share Plan, amended and
restated as of August 16, 1993. (This exhibit can
be found as Exhibit 10(m) to the Company's Annual
Report on Form 10-K for the year ended December
31, 1993 (File No. 0-14702) and is incorporated
herein by reference.)
4(o) Amendment, effective as of November 19, 1993, to
the Company's Deferred Share Plan, as amended and
restated as of August 16, 1993. (This exhibit can
be found as Exhibit 10(n) to the Company's Annual
Report on Form 10-K for the year ended December
31, 1993 (File No. 0-14702) and is incorporated
herein by reference.)
4(p) Stock Option Agreement, dated as of June 27, 1988,
between the Company, as successor to WCK, and Mel
Karmazin. (This exhibit can be found as Exhib-
it (c)(2) to the Statement on Schedule 13E-3 filed
pursuant to Rule 13e-3 by WCK, the Management
Investors (Michael A. Wiener, Gerald Carrus and
Mel Karmazin) and the Company and is incorporated
herein by reference.)
4(q) Amendment Agreement, dated as of August 2, 1988,
to Stock Option Agreement dated as of June 27,
1988, between the Company, as successor to WCK,
and Mel Karmazin. (This exhibit can be found as
Exhibit 9(c)(7) to Amendment No. 3 to Schedule
14D-1 filed by the Company as successor to WCK and
is incorporated herein by reference.)
4(r) Amendment No. 1 to Stock Option Agreement, dated
as of October 14, 1988, between the Company and
Mel Karmazin. (This exhibit can be found as
Exhibit 4(l) to the Company's Annual Report on
Form 10-K for the year ended December 25, 1988
(File No. 0-14702) and is incorporated herein by
reference.)
4(s) Warrant Certificate, dated September 30, 1991,
certifying that Mel Karmazin is the owner of
warrants to purchase shares of Class A Common
</PAGE>
<PAGE>
Stock, par value $.002 per share, of the Company.
(This exhibit can be found as Exhibit 10(p) to the
Company's Registration Statement on Forms S-1 and
S-3 (Registration No. 33-46118) and is
incorporated herein by reference.)
23 Consent of KPMG Peat Marwick LLP.
24 Powers of Attorney. (Included on the signature
pages hereof.)
Item 9. Undertakings
(a) Rule 415 Offering. The undersigned Registrant
_________________
hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any Prospectus required by Section
10(a)(3) of the Securities Act, unless the information
is contained in periodic reports filed by the
Registrant pursuant to section 13 or section 15(d) of
the Exchange Act that are incorporated by reference in
the Registration Statement;
(ii) To reflect in the Prospectus any facts or
events arising after the effective date of the
Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the Registration Statement,
unless the information is contained in periodic reports
filed by the Registrant pursuant to section 13 or
section 15(d) of the Exchange Act that are incorporated
by reference in the Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any material
change to such information in the Registration
Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
</PAGE>
<PAGE>
(b) Subsequent Exchange Act Documents. The
_________________________________
undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing
of the Registrant's annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) Indemnification. Insofar as indemnification for
_______________
liabilities arising under the Securities Act may be permitted to
directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
</PAGE>
<PAGE>
SIGNATURES
__________
The Registrant. Pursuant to the requirements of the
______________
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York,
State of New York, on the 22nd day of September, 1994.
INFINITY BROADCASTING CORPORATION
By: /s/ Mel Karmazin
_______________________________
Mel Karmazin
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Mel Karmazin and
Farid Suleman, and each of them, his true and lawful attorneys-
in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and
thing requisite and necessary to be done as fully and to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
</PAGE>
<PAGE>
Signatures Title Date
__________ _____ ____
/s/ Michael A. Wiener Co-Chairman of the September 20, 1994
______________________ Board and Secretary,
Michael A. Wiener Director
/s/ Gerald Carrus Chairman of the Board September 20, 1994
______________________ and Treasurer,
Gerald Carrus Director
/s/ Mel Karmazin President and Chief September 20, 1994
______________________ Executive Officer,
Mel Karmazin Director
/s/ Farid Suleman Vice President-Finance September 20, 1994
______________________ and Chief Financial
Farid Suleman and Accounting
Officer, Director
/s/ James A. Stern Director September 20, 1994
______________________
James A. Stern
/s/ James L. Singleton Director September 20, 1994
______________________
James L. Singleton
/s/ Steve A. Lerman Director September 20, 1994
______________________
Steven A. Lerman
/s/ Alan R. Batkin Director September 20, 1994
______________________
Alan R. Batkin
</PAGE>
<PAGE>
INDEX TO EXHIBITS
_________________
Exhibits Description of Exhibit Sequentially
________ ______________________ Numbered Pages
______________
4(a) Restated Certificate of Incorporation of the
Company, as amended October 22, 1993. (This
exhibit can be found as Exhibit 3 to the
Company's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1993 (File
No. 0-14702) and is incorporated herein by
reference.)
4(b) Amended and Restated By-Laws of the Company.
(This exhibit can be found as Exhibit 3(b)
to the Company's Registration Statement on
Forms S-1 and S-3 (Registration No. 33-
46118) and is incorporated herein by
reference.)
4(c) Securities Purchase Agreement, dated as of
September 30, 1991, by and among the
Company, Michael A. Wiener, Gerald Carrus,
Mel Karmazin, and Shearson Lehman Hutton
Capital Partners II, L.P., Shearson Lehman
Hutton Merchant Banking Portfolio
Partnership L.P., Shearson Lehman Hutton
Offshore Investment Partnership L.P., and
Shearson Lehman Hutton Offshore Investment
Partnership Japan L.P. (collectively, the
"Lehman Investors"). (This exhibit can be
found as Exhibit 2(a) to the Company's
Quarterly Report on Form 10-Q for the
quarter ended September 30, 1991 (File
No. 0-14702) and is incorporated herein by
reference.)
4(d) Indenture, dated as of March 24, 1992,
between the Company and Bank of Montreal
Trust Company, as Trustee. (This exhibit
can be found as Exhibit 4(c) to the
Company's Registration Statement on Form S-3
(Registration No. 33-61348) and is incor-
porated herein by reference.)
</PAGE>
<PAGE>
Exhibits Description of Exhibit Sequentially
________ ______________________ Numbered Pages
______________
4(e) Amended and Restated Stockholders'
Agreement, dated as of February 5, 1992,
among the Company, Michael A. Wiener, Gerald
Carrus, Mel Karmazin and the Lehman
Investors. (This exhibit can be found as
Exhibit 4(j) to the Company's Registration
Statement on Forms S-1 and S-3 (Registration
No. 33-46118) and is incorporated herein by
reference.)
4(f) Warrant Certificate, dated January 28, 1992,
certifying that Shearson Lehman Hutton
Capital Partners II L.P. is the owner of
warrants to purchase 1,051,977 shares of
Class C Common Stock, par value $.002 per
share, of the Company. (This exhibit can be
found as Exhibit 4(l) to the Company's
Registration Statement on Forms S-1 and S-3
(Registration No. 33-46118) and is incor-
porated herein by reference.)
4(g) Warrant Certificate, dated January 28, 1992,
certifying that Lehman Brothers Merchant
Banking Portfolio Partnership L.P. is the
owner of warrants to purchase 1,547,373
shares of Class C Common Stock, par value
$.002 per share, of the Company. (This
exhibit can be found as Exhibit 4(m) to the
Company's Registration Statement on Forms
S-1 and S-3 (Registration No. 33-46118) and
is incorporated herein by reference.)
4(h) Warrant Certificate, dated December 14,
1993, certifying that Shearson Lehman Hutton
Offshore Investment Partnership L.P. is the
owner of warrants to purchase 769,465 shares
of Class C Common Stock, par value $.002 per
share, of the Company. (This exhibit can be
found as Exhibit 4(j) to the Company's
Annual Report on Form 10-K for the year
ended December 31, 1993 (File No. 0-14702)
and is incorporated herein by reference.)
</PAGE>
<PAGE>
Exhibits Description of Exhibit Sequentially
________ ______________________ Numbered Pages
______________
4(i) Warrant Certificate, dated December 14,
1993, certifying that Shearson Lehman Hutton
Offshore Investment Partnership Japan L.P.
is the owner of warrants to purchase
2,317,522 shares of Class C Common Stock,
par value $.002 per share, of the Company.
(This exhibit can be found as Exhibit 4(k)
to the Company's Annual Report on Form 10-K
for the year ended December 31, 1993 (File
No. 0-14702) and is incorporated herein by
reference.)
4(j) Securities Exchange Agreement, dated as of
January 28, 1992, among the Company and the
Lehman Investors. (This exhibit can be
found as Exhibit 4(p) to the Company's
Registration Statement on Forms S-1 and S-3
(Registration No. 33-46118) and is
incorporated herein by reference.)
4(k) The Company's Stock Option Plan, amended and
restated as of August 16, 1993. (This
exhibit can be found as Exhibit 10(j) to the
Company's Annual Report on Form 10-K for the
year ended December 31, 1993 (File No. 0-
14702) and is incorporated herein by
reference.)
4(l) Amendment, effective as of November 19,
1993, to the Company's Stock Option Plan, as
amended and restated as of August 16, 1993.
(This exhibit can be found as Exhibit 10(k)
to the Company's Annual Report on Form 10-K
for the year ended December 31, 1993 (File
No. 0-14702) and is incorporated herein by
reference.)
4(m) Amendment, adopted March 30, 1994, to the
Company's Stock Option Plan. (This exhibit
can be found as Exhibit 10(l) to the
Company's Annual Report on Form 10-K for the
year ended December 31, 1993 (File No. 0-
14702) and is incorporated herein by
reference.)
</PAGE>
<PAGE>
Exhibits Description of Exhibit Sequentially
________ ______________________ Numbered Pages
______________
4(n) The Company's Deferred Share Plan, amended
and restated as of August 16, 1993. (This
exhibit can be found as Exhibit 10(m) to the
Company's Annual Report on Form 10-K for the
year ended December 31, 1993 (File No. 0-
14702) and is incorporated herein by
reference.)
4(o) Amendment, effective as of November 19,
1993, to the Company's Deferred Share Plan,
as amended and restated as of August 16,
1993. (This exhibit can be found as Exhib-
it 10(n) to the Company's Annual Report on
Form 10-K for the year ended December 31,
1993 (File No. 0-14702) and is incorporated
herein by reference.)
4(p) Stock Option Agreement, dated as of June 27,
1988, between the Company, as successor to
WCK, and Mel Karmazin. (This exhibit can be
found as Exhibit (c)(2) to the Statement on
Schedule 13E-3 filed pursuant to Rule 13e-3
by WCK, the Management Investors (Michael A.
Wiener, Gerald Carrus and Mel Karmazin) and
the Company and is incorporated herein by
reference.)
4(q) Amendment Agreement, dated as of August 2,
1988, to Stock Option Agreement dated as of
June 27, 1988, between the Company, as suc-
cessor to WCK, and Mel Karmazin. (This
exhibit can be found as Exhibit 9(c)(7) to
Amendment No. 3 to Schedule 14D-1 filed by
the Company as successor to WCK and is
incorporated herein by reference.)
4(r) Amendment No. 1 to Stock Option Agreement,
dated as of October 14, 1988, between the
Company and Mel Karmazin. (This exhibit can
be found as Exhibit 4(l) to the Company's
Annual Report on Form 10-K for the year
ended December 25, 1988 (File No. 0-14702)
and is incorporated herein by reference.)
</PAGE>
<PAGE>
Exhibits Description of Exhibit Sequentially
________ ______________________ Numbered Pages
______________
4(s) Warrant Certificate, dated September 30,
1991, certifying that Mel Karmazin is the
owner of warrants to purchase shares of
Class A Common Stock, par value $.002 per
share, of the Company. (This exhibit can be
found as Exhibit 10(p) to the Company's
Registration Statement on Forms S-1 and S-3
(Registration No. 33-46118) and is
incorporated herein by reference.)
23 Consent of KPMG Peat Marwick LLP.
24 Powers of Attorney. (Included on the
signature pages hereof.)
</PAGE>
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
___________________________________________________
The Board of Directors
Infinity Broadcasting Corporation:
We consent to the use of our reports incorporated herein by reference.
New York, New York
September 22, 1994
</page>
