UNITED STATES DISTRICT COURT
                               FOR THE DISTRICT OF COLUMBIA
   UNITED STATES OF AMERICA and  )
STATE OF NEW YORK,                            )
by and through its Attorney                   )
General, Dennis C. Vacco                      )
                                              )
               Plaintiffs,                    )  No.
                                              )
                       v.                     )
                                              )   COMPLAINT FOR INJUNCTIVE
AMERICAN RADIO SYSTEMS                        )   RELIEF AGAINST COMBINATION
CORPORATION,
                          )


                                                     IN VIOLATION OF SECTION 7 OF
THE LINCOLN GROUP, L. P. and                  )   THE CLAYTON ACT AND
GREAT LAKES WIRELESS                  )   SECTION 1 OF THE SHERMAN
TALKING MACHINE LLC,                          )   ACT
                                              )
  Defendants.
                                  )




       The United States of America, acting under the direction of the Attorney General of the

United States, and the Attorney General of the State of New York, Dennis C. Vacco, bring action

(a) to prevent the proposed acquisition by American Radio Systems Corporation ("ARS") of the

four radio stations in Rochester, New York, (the "Lincoln Stations") owned by The Lincoln

Group, L.P. ("Lincoln") and (b) to enjoin the Joint Sales Agreement ("JSA") between ARS and

Great Lakes Wireless Talking Machine LLC ("Great Lakes").

                                     I.  Nature of the Action

       1.      ARS is a large nationwide operator of radio broadcast stations that owns 78 radio

stations across the United States, including three located in the Rochester metropolitan area.

ARS also controls the advertising for a fourth radio station in Rochester, WNVE-FM, through a

JSA with WNVE-FM's owner, Great Lakes.  Lincoln owns four radio stations in Rochester.  If

                         IN THE UNITED STATES DISTRICT COURT
                               FOR THE DISTRICT OF COLUMBIA



UNITED STATES OF AMERICA and
STATE OF NEW YORK,
by and through its Attorney General,
     Dennis C. Vacco,

                                        Plaintiffs,

                         v.                                 No. ____________
                                                             (Antitrust)
AMERICAN RADIO SYSTEMS
     CORPORATION,
THE LINCOLN GROUP, L.P. and
GREAT LAKES WIRELESS TALKING
     MACHINE LLC,

                                     Defendants.



                                   COMPETITIVE IMPACT
                                           STATEMENT

       The United States, pursuant to Section 2(b) of the Antitrust Procedures and Penalties Act

("APPA"), 15 U.S.C. § 16(b)-(h), files this Competitive Impact Statement relating to the

proposed Final Judgment submitted for entry in this civil antitrust proceeding.

I.     NATURE AND PURPOSE OF THE PROCEEDING

       The plaintiffs filed a civil antitrust Complaint on October 24, 1996, alleging that the

proposed acquisition of The Lincoln Group, L.P. ("Lincoln") by American Radio Systems

Corporation ("ARS") would violate Section 7 of the Clayton Act, 15 U.S.C. § 18, and that the

Joint Sales Agreement ("JSA") between ARS and Great Lakes Wireless Talking Machine LLC



("Great Lakes") violates Section 1 of the Sherman Act, 15 U.S.C. § 1.  The Complaint alleges

that ARS and Lincoln own and operate three and four radio stations respectively in the Rochester,

                       UNITED STATES DISTRICT COURT
                       FOR THE DISTRICT OF COLUMBIA


UNITED STATES OF AMERICA          :
          and                     :
STATE OF NEW YORK,                :
by and through its Attorney       :
General, Dennis C. Vacco          ::
          Plaintiffs,             : No.
                                  :
                 v.               :: FINAL JUDGMENT
AMERICAN RADIO SYSTEMS            :
CORPORATION,                      :
THE LINCOLN GROUP, L. P. and :
GREAT LAKES WIRELESS              :
TALKING MACHINE LLC,              ::
          Defendants.             :



     WHEREAS, plaintiffs, the United States of America

(hereinafter "United States") and the State of New York

(hereinafter "New York"), having filed their Complaint herein on

October 24, 1996, and defendants, by their respective attorneys,

having consented to the entry of this Final Judgment without

trial or adjudication of any issue of fact or law herein, and

without this Final Judgment constituting any evidence against or

an admission by any party with respect to any issue of law or

fact herein;

     AND WHEREAS, defendants have agreed to be bound by the

provisions of this Final Judgment pending its approval by the

Court;

     AND WHEREAS, the purpose of this Final Judgment is prompt