AMERICAN RADIO SYSTEMS CORP /MA/
8-K, 1997-08-22
RADIO BROADCASTING STATIONS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K


                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

               Date of Report (Date of earliest event reported):
                       August 22, 1997 (August 20, 1997)

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

    Delaware                      0-26102                       04-3196245
(State or other                 (Commission                    (IRS Employer
  jurisdiction of               File Number)                 Identification No.)
  incorporation)




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




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







<PAGE>



Item 5.  Other Events

         On August 20, 1997,  American Radio Systems Corporation (the "Company")
announced  that its Board of Directors  approved the  retention of Credit Suisse
First  Boston to assist the Company in  developing  a plan  designed to maximize
shareholder value. For more information,  see the Company's press release, dated
August 20, 1997, which is attached herewith as Exhibit 99.1.

Item 7. Financial Statements and Exhibits

         (c)   Exhibits

         Exhibit 99.1 -  Press Release, dated as of August 20, 1997





                                        2

<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 hereunto duly authorized.

                                         AMERICAN RADIO SYSTEMS
                                         CORPORATION
                                         (Registrant)



                                         By: /s/Justin D. Benincasa
                                            -----------------------------------
                                              Justin D. Benincasa
                                              Vice President and Corporate
                                                  Controller


Date: August 22, 1997




                                        3



                                                                    EXHIBIT 99.1

                                [GRAPHIC OMITTED]


FOR IMMEDIATE RELEASE               Contact: Steven Dodge, Chairman
                                    Chief Executive or Joe Winn, Chief
                                    Financial Officer
                                    Telephone:  (617) 375-7500



                           AMERICAN RADIO TO FORMULATE
                                 STRATEGIC PLAN



Boston,  Massachusetts -- August 20, 1997 -- American Radio Systems  Corporation
(NYSE-AFM)  announced  today  that  its  Board of  Directors  has  approved  the
retention of Credit  Suisse  First Boston to assist the company in  developing a
plan designed to maximize  shareholder  value.  There can be no assurance that a
plan can be consummated.

American  Radio is the  nation's  fifth  largest  owner  and  operator  of radio
stations, with approximately 100 radio stations in Boston, Seattle,  Cincinnati,
Baltimore,  Pittsburgh, Portland, Sacramento, St. Louis, Charlotte, Kansas City,
Hartford,  Las Vegas, Austin,  Buffalo, San Francisco/San Jose, West Palm Beach,
Rochester,  and Fresno.  The Company also has options  and/or  agreements to buy
additional radio stations in Portland,  San Francisco/San Jose, West Palm Beach,
Kansas City, St. Louis and Riverside.  It also owns and operates,  giving effect
to pending  transactions,  more than 600  communication  towers  throughout  the
United States.


                                       ###




               116 Huntington Avenue, Boston, Massachusetts 02116
                        (617) 375-7500 FAX (617) 375-7575



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