Opinion of Thomas, J.
SUPREME COURT OF THE UNITED STATES
 Nos. 00-596 and 00-597
 ON WRITS OF CERTIORARI TO THE UNITED STATES COURT OF
APPEALS FOR THE FIRST CIRCUIT
[June 28, 2001]
Justice Thomas, concurring in part and concurring in the judgment.
I join the opinion of the Court (with the exception of Part III-B-1) because I agree that
the Massachusetts cigarette advertising regulations are preempted by the Federal
Cigarette Labeling and Advertising Act, §15 U.S.C.  1331  et seq. I also agree with the
Court's disposition of the First Amendment  challenges to the other regulations at issue
here, and I share the Court's view that the regulations fail even the intermediate scrutiny
of Central Hudson Gas & Elec. Corp. v. Public Serv. Comm'n of N. Y., 447 U.S. 557
(1980). At the same time, I continue to believe that when the government seeks to restrict
truthful speech in order to suppress the ideas it conveys, strict scrutiny is appropriate,
whether or not the speech in question may be characterized as "commercial." See 44
Liquormart, Inc. v. Rhode Island, 517 U.S. 484, 518 (1996) (Thomas, J., concurring in
part and concurring in judgment). I would subject all of the advertising restrictions to
strict scrutiny and would hold that they violate the First Amendment.
I At the heart of this litigation is a Massachusetts regulation that imposes a sweeping ban
on speech about tobacco products. 940 Code of Mass. Regs. §21.04(5) (2000), which
governs cigarettes and smokeless tobacco, and §22.06(5), which governs cigars, prohibit
all outdoor advertising, all indoor advertising that can be seen from outdoors, and all
point-of-sale advertising (even if not visible from outdoors) that is lower than five feet
from the floor.1 These restrictions are superficially limited in their geographic scope:
they apply only within 1,000 feet of "any public playground, playground area in a public
park, elementary school or secondary school." §21.04(5)(a). But the Court of Appeals
acknowledged that the zone of prohibition covers as much as 90 percent of the three
largest cities in Massachusetts, Consolidated Cigar Corp. v. Reilly, 218 F.3d 30, 50 (CA1
2000), so the practical effect is little different from that of a total ban. Cf. United States v.
Playboy Entertainment Group, Inc., 529 U.S. 803, 812 (2000) ("The Government's
content-based burdens must satisfy the same rigorous scrutiny as its content-based
bans").
Respondents suggest in passing that the regulations are "zoning-type restrictions" that
should receive "the intermediate level of scrutiny traditionally associated with various
forms of `time, place, and manner' regulations." Brief for Respondents 31. We have
indeed upheld time, place, and manner regulations that prohibited certain kinds of
outdoor signs, see, e.g., Members of City Council of Los Angeles v. Taxpayers for
Vincent, 466 U.S. 789  (1984), and we have similarly upheld zoning laws that had the
effect of restricting certain kinds of sexually explicit expression, see, e.g., Renton v.
Playtime Theatres, Inc., 475 U.S. 41  (1986). But the abiding characteristic of valid time,
place, and manner regulations is their content neutrality. See Ward v. Rock Against
Racism, 491 U.S. 781, 791-796 (1989). In Vincent the city prohibited all signs on

Opinion of Stevens, J.
SUPREME COURT OF THE UNITED STATES
 Nos. 00-596 and 00-597
 ON WRITS OF CERTIORARI TO THE UNITED STATES COURT OF
APPEALS FOR THE FIRST CIRCUIT
[June 28, 2001]
Justice Stevens, with whom Justice Ginsburg and Justice Breyer join, and with whom
Justice Souter joins as to Part I, concurring in part, concurring in the judgment in part,
and dissenting in part.
This suit presents two separate sets of issues. The first­involving preemption­is
straightforward. The second­involving the First Amendment­is more complex. Because I
strongly disagree with the Court's conclusion that the Federal Cigarette Labeling and
Advertising Act of 1965 (FCLAA or Act), §15 U.S.C.  1331  et seq. as amended,
precludes States and localities from regulating the location of cigarette advertising, I
dissent from Parts II-A and II-B of the Court's opinion. On the First Amendment
questions, I agree with the Court both that the outdoor advertising restrictions imposed by
Massachusetts serve legitimate and important state interests and that the record does not
indicate that the measures were properly tailored to serve those interests. Because the
present record does not enable us to adjudicate the merits of those claims on summary
judgment, I would vacate the decision upholding those restrictions and remand for trial
on the constitutionality of the outdoor advertising regulations. Finally, because I do not
believe that either the point-of-sale advertising restrictions or the sales practice
restrictions implicate significant First Amendment
 concerns, I
would uphold them in their entirety.
I As the majority acknowledges, ante, at 11, under prevailing principles, any examination
of the scope of a preemption provision must " `start with the assumption that the historic
police powers of the States [are] not to be superseded by ... Federal Act unless that [is]
the clear and manifest purpose of Congress.' " Cipollone v. Liggett Group, Inc., 505 U.S.
504, 516 (1992) (quoting Rice v. Santa Fe Elevator Corp., 331 U.S. 218, 230 (1947)); see
also, e.g., California Div. of Labor Standards Enforcement v. Dillingham Constr., N. A.,
Inc., 519 U.S. 316, 325 (1997); Medtronic, Inc. v. Lohr, 518 U.S. 470, 475 (1996). As the
regulations at issue in this suit implicate two powers that lie at the heart of the States'
traditional police power­the power to regulate land usage and the power to protect the
health and safety of minors­our precedents require that the Court construe the preemption
provision "narrow[ly]." Id., at 485; see also Cippolone, 505 U.S., at 518. If Congress'
intent to preempt a particular category of regulation is ambiguous, such regulations are
not preempted.1
The text of the preemption provision must be viewed in context, with proper attention
paid to the history, structure, and purpose of the regulatory scheme in which it appears.
See, e.g., Medtronic, 518 U.S., at 484-486; New York State Conference of Blue Cross
& Blue Shield Plans v. Travelers Ins. Co., 514 U.S. 645, 655-656 (1995); Cippolone,
505 U.S., at 513-515, 519-520, 529, 530, n.27; accord, ante, at 11-12.2 An

Souter, J., dissenting
SUPREME COURT OF THE UNITED STATES
 Nos. 00-596 and 00-597
 ON WRITS OF CERTIORARI TO THE UNITED STATES COURT OF
APPEALS FOR THE FIRST CIRCUIT
[June 28, 2001]
Justice Souter, concurring in part and dissenting in part.
I join Parts I, II-C, II-D, III-A, III-B-1, III-C, and
III-D of the Court's opinion. I join Part I of the opinion of Justice Stevens concurring in
the judgment in part
and dissenting in part. I respectfully dissent from Part III-B-2 of the opinion of the
Court, and like Justice Stevens would remand for trial on the constitutionality of the
1,000-foot limit.

Kennedy, J., concurring
SUPREME COURT OF THE UNITED STATES
 Nos. 00-596 and 00-597
 ON WRITS OF CERTIORARI TO THE UNITED STATES COURT OF
APPEALS FOR THE FIRST CIRCUIT
[June 28, 2001]
Justice Kennedy, with whom Justice Scalia joins, concurring in part and concurring in the
judgment.
The obvious overbreadth of the outdoor advertising restrictions suffices to invalidate
them under the fourth part of the test in Central Hudson Gas & Elec. Corp. v. Public
Serv. Comm'n of N. Y., 447 U.S. 557  (1980). As a result, in my view, there is no need to
consider whether the restrictions satisfy the third part of the test, a proposition about
which there is considerable doubt. Cf. post, at 13-14 (Thomas, J., concurring in part and
concurring in judgment). Neither are we required to consider whether Central Hudson
should be retained in the face of the substantial objections that can be made to it. See
post, at 4-11 (opinion of Thomas, J.). My continuing concerns that the test gives
insufficient protection to truthful, nonmisleading commercial speech require me to refrain
from expressing agreement with the Court's application of the third part of Central
Hudson. See, e.g., 44 Liquormart, Inc. v. Rhode Island, 517 U.S. 484, 501-504 (1996)
(opinion of Stevens, J., joined by Kennedy and Ginsburg, JJ.). With the exception of Part
III-B-1, then, I join the opinion of the Court.

 SUPREME COURT OF THE UNITED STATES
 Nos. 00-596 and 00-597
 ON WRITS OF CERTIORARI TO THE UNITED STATES COURT OF
APPEALS FOR THE FIRST CIRCUIT
[June 28, 2001]
Justice O'Connor delivered the opinion of the Court.
In January 1999, the Attorney General of Massachusetts promulgated comprehensive
regulations governing the advertising and sale of cigarettes, smokeless tobacco, and
cigars. 940 Code of Mass. Regs. §§21.01-21.07, 22.01-22.09 (2000). Petitioners, a
group of cigarette, smokeless tobacco, and cigar manufacturers and retailers, filed suit in
Federal District Court claiming that the regulations violate federal law and the United
States Constitution. In large measure, the District Court determined that the regulations
are valid and enforceable. The United States Court of Appeals for the First Circuit
affirmed in part and reversed in part, concluding that the regulations are not pre-empted
by federal law and do not violate the First Amendment. The first question presented for
our review is whether certain cigarette advertising regulations are pre-empted by the
Federal Cigarette Labeling and Advertising Act (FCLAA), 79 Stat. 282, as amended, §15
U.S.C.  1331  et seq. The second question presented is whether certain regulations
governing the advertising and sale of tobacco products violate the First Amendment.
I In November 1998, Massachusetts, along with over 40 other States, reached a landmark
agreement with major manufacturers in the cigarette industry. The signatory States settled
their claims against these companies in exchange for monetary payments and permanent
injunctive relief. See App. 253-258 (Outline of Terms for Massachusetts in National
Tobacco Settlement); Master Settlement Agreement (Nov. 23, 1998),
http://www.naag.org. At the press conference covering Massachusetts' decision to sign
the agreement, then-Attorney General Scott Harshbarger announced that as one of his last
acts in office, he would create consumer protection regulations to restrict advertising and
sales practices for tobacco products. He explained that the regulations were necessary in
order to "close holes" in the settlement agreement and "to stop Big Tobacco from
recruiting new customers among the children of Massachusetts." App. 251.
In January 1999, pursuant to his authority to prevent unfair or deceptive practices in
trade, Mass. Gen. Laws, ch. 93A, §2 (1997), the Massachusetts Attorney General
(Attorney General) promulgated regulations governing the sale and advertisement of
cigarettes, smokeless tobacco, and cigars. The purpose of the cigarette and smokeless
tobacco regulations is "to eliminate deception and unfairness in the way cigarettes and
smokeless tobacco products are marketed, sold and distributed in Massachusetts in order
to address the incidence of cigarette smoking and smokeless tobacco use by children
under legal age .... [and] in order to prevent access to such products by underage
consumers." 940 Code of Mass. Regs. §21.01 (2000). The similar purpose of the cigar
regulations is "to eliminate deception and unfairness in the way cigars and little cigars are
packaged, marketed, sold and distributed in Massachusetts [so that] ... consumers may be
adequately informed about the health risks associated with cigar smoking, its addictive

SUPREME COURT OF THE UNITED STATES
LORILLARD TOBACCO CO. et al. v. REILLY, ATTORNEY GENERAL OF
MASSACHUSETTS, et al.
CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR THE FIRST
CIRCUIT
 No. 00-596. Argued April 25, 2001­Decided June 28, 2001
 After the Attorney General of Massachusetts (Attorney General) promulgated
comprehensive regulations governing the advertising and sale of cigarettes, smokeless
tobacco, and cigars, petitioners, a group of tobacco manufacturers and retailers, filed this
suit asserting, among other things, the Supremacy Clause claim that the cigarette
advertising regulations are pre-empted by the Federal Cigarette Labeling and Advertising
Act (FCLAA), which prescribes mandatory health warnings for cigarette packaging and
advertising, and pre-empts similar state regulations, §1334(b); and a claim that the
regulations violate the First and s to the Federal Constitution. In large measure, the
District Court upheld the regulations. Among its rulings, the court held that restrictions
on the location of advertising were not pre-empted by the FCLAA, and that neither the
regulations prohibiting outdoor advertising within 1,000 feet of a school or playground
nor the sales practices regulations restricting the location and distribution of tobacco
products violated the The court ruled, however, that the point-of-sale advertising
regulations requiring that indoor advertising be placed no lower than five feet from the
floor were invalid because the Attorney General had not provided sufficient justification
for that restriction. The First Circuit affirmed the District Court's rulings that the cigarette
advertising regulations are not pre-empted by the FCLAA and that the outdoor
advertising regulations and the sales practices regulations do not violate the under Central
Hudson Gas & Elec. Corp. v. Public Serv. Comm'n of N. Y.,but reversed the lower
court's invalidation of the point-of-sale advertising regulations, concluding that the
Attorney General is better suited than courts to determine what restrictions are necessary.
Held:
1. The FCLAA pre-empts Massachusetts' regulations governing outdoor and point-of-
sale cigarette advertising. Pp. 9-23.
(a) The FCLAA's pre-emption provision, §1334, prohibits (a) requiring cigarette
packages to bear any "statement relating to smoking and health, other than the statement
required by" §1333, and (b) any "requirement or prohibition based on smoking and health
... imposed under state law with respect to the advertising or promotion of any cigarettes
the packages of which are labeled in conformity with" §1333. The Court's analysis
begins with the statute's language. Hughes Aircraft Co. v. Jacobson, 438. The statute's
interpretation is aided by considering the predecessor pre-emption provision and the
context in which the current language was adopted. See, e.g., Medtronic, Inc. v. Lohr,
486. The original provision simply prohibited any "statement relating to smoking and
health ... in the advertising of any cigarettes the packages of which are labeled in
conformity with the [Act's] provisions." Without question, the current pre-emption
provision's plain language is much broader. Cipollone v. Liggett Group, Inc.,520. Rather
than preventing only "statements," the amended provision reaches all "requirement[s] or
prohibition[s] ... imposed under State law." And, although the former statute reached