SECURITIES AND EXCHANGE COMMISSION 		 Washington, D.C.	20549 			 FORM 10-Q 	 Quarterly Report Under Section 13 or 15(d) 	 of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 1995	 Commission file number 0-14702 		Infinity Broadcasting Corporation (Exact name of registrant as specified in its charter) Delaware						 13-2766282 (State of incorporation)			 (I.R.S. Employer 						 Identification No.) 			600 Madison Avenue 		 New York, New York 10022 	 (Address of principal executive offices) 			 (212)750-6400 	 (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 			 ___ 		 ___ Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 27,544,059 shares of Class A Common Stock, 3,700,028 shares of Class B Common Stock and 496,114 shares of Class C Common Stock as of May 4, 1995. </page> 		 INFINITY BROADCASTING CORPORATION 			 INDEX 								 Page No. 								 ________ Part I. Financial Information Item 1. Financial Statements 		 Consolidated Balance Sheets . . . . . .	 1 		 Consolidated Statements of Operations .	 3 		 Consolidated Statements of Stockholders' 		 Equity. . . . . . . . . . . . . . . . .	 4 		 Consolidated Statements of 		 Cash Flows. . . . . . . . . . . . . . .	 5 		 Notes to Consolidated Financial 		 Statements. . . . . . . . . . . . . . .	 6 Item 2. Management's Discussion and Analysis of Financial 	 Condition and Results of Operations. . . . . .	 7 Part II. Other Information Item 6. Exhibits and Reports on Form 8-K . . . . . . .	 9 </page> 	INFINITY BROADCASTING CORPORATION AND SUBSIDIARIES ITEM 1. FINANCIAL STATEMENTS ______	 ____________________ 		 CONSOLIDATED BALANCE SHEETS 		 (Dollars in thousands) 						 March 31,	 Dec. 31, 						 1995 	 1994 						__________	 ________ 						(Unaudited) ASSETS Current assets: Cash and cash equivalents			 $ 9,622	 $ 7,720 Receivables, net				 60,879		76,549 Prepaid expenses and other current assets	 1,051		 536 						 ________	 ________ Total Current Assets			 71,552		84,805 Property and equipment, net			 21,533		22,288 Intangible assets, net				 430,727	 441,187 Other assets					 13,931		13,873 						 ________	 ________ 						 $537,743	 $562,153 See accompanying Notes to Consolidated Financial Statements 				 1 </page> 	 INFINITY BROADCASTING CORPORATION AND SUBSIDIARIES 		 CONSOLIDATED BALANCE SHEETS, CONTINUED 			 (Dollars in thousands) 						 March 31,	 Dec. 31, 						 1995	 1994 						 ___________	 _________ 						 (Unaudited) LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) Current Liabilities: Accounts payable and other accrued expenses	 $ 13,367	 $16,035 Accrued compensation 				5,053	 6,142 Accrued interest					4,713	 9,605 Income taxes 					7,594	 7,927 Other current liabilities			 15,632	 16,219 Current portion of long-term debt			 --		 -- 						 _________	 _______ Total Current Liabilities 		 46,359	 55,928 						 _________	 _______ Long-term debt					 519,750	 531,750 Stockholders' equity (deficiency): Preferred stock, $0.01 par value: 1,000,000 shares authorized, none issued		 --		-- Class A Common Stock, $.002 par value: 75,000,000 shares authorized; 28,768,933 shares issued in 1994 and 29,014,759 shares in 1995					 58		 58 Class B Common Stock, $.002 par value: 17,500,000 shares authorized; issued and outstanding 3,845,541 shares in 1994 and 3,700,028 shares in 1995 		 8		 8 Class C Common Stock, $.002 par value: 30,000,000 shares authorized; issued and outstanding 496,114 shares in 1994 and 1995					 1		 1 Additional paid-in capital			 260,410	 260,093 Retained earnings (deficit)			 (250,336)	 (250,841) 						 _________	 _______ 						 10,141	 9,319 Less treasury stock at cost, 1,304,400 shares in 1994 and 1,404,400 shares in 1995	 (38,507)	 (34,844) 						 _________	 _______ Total stockholders' equity (deficiency) (28,366) (25,525) 						 _________	 _______ 						 $537,743	 $562,153 See accompanying Notes to Consolidated Financial Statements 				 2 </page> 	INFINITY BROADCASTING CORPORATION AND SUBSIDIARIES 	 CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) 	 (Dollars in thousands except per share amounts) 						 Three Months Ended 						 March 31,	 March 31, 						 1995		1994 						 _________	 _________ Total revenues $ 72,031 $ 54,955 Less agency commissions			 9,704		6,772 						 _________	 _________ Net revenues				 62,327	 48,183 Station operating expenses excluding depreciation and amortization		 37,326	 30,362 Depreciation and amortization			 11,572	 10,503 Corporate general and administrative expenses	 1,244		1,117 						 _________	 _________ Operating income				 12,185		6,201 Other income (expense) Interest expense				 (11,679)	 (10,103) Interest income				 101		 40 						 _________	 _________ Earnings (loss) before income taxes		 607	 (3,862) Income taxes					 102		 2 						 _________	 _________ Net earnings (loss)				 $ 505	 (3,864) 						 =========	 ========= Net earnings (loss) per share			 $ .01	 $	 (.09) 						 _________	 _________ Average shares and equivalents			44,829,750	 43,959,684 						 =========	 ========= See accompanying Notes to Consolidated Financial Statements 				 3 </page> 	 INFINITY BROADCASTING CORPORATION AND SUBSIDIARIES 	 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY) 				(In thousands) 		 Class A	 Class B	 Class C 		 Common Stock Common Stock	Common Stock	Add'l Retained Treasury Stock 		 ____________ ____________	____________ Paid-in	Earnings ______________ 		 Shares Amt Shares Amt	Shares	 Amt Capital	(Deficit) Shares	Amt	 Total 		 ______ ___ ______ ___	______	 ___ _______	_________ ______	___	 _____ Balance at Dec. 31, 1994 28,769 $58 3,845 $ 8	 496	 $ 1 $260,093 $(250,841) 1,304 $(34,844) $(25,525) Net earnings for the three months ended March 31, 1995 -- -- -- --	 --	 --	 --	 505 --	 --	 505 Issuance of Class A Common Stock	 101 -- -- --	 --	 --	 317 -- --	 --	 317 Conversion of Class B Common Stock to Class A Common Stock 145 -- (145) --	 --	 --	 --	 -- --	 --	 -- Treasury Stock acquired -- -- -- -- -- -- -- -- 100 (3,663) (3,663) ______ ___ _____ ___ ___ ___ ________ __________ _____ ________ _________ Balance at March 31, 1995 (Unaudited) 29,015 $58 3,700 $ 8 496 $ 1 $260,410 $(250,336) 1,404 $(38,507) $(28,366) ______ ___ _____ ___ ___ ___ ________ __________ _____ ________ _________ 	 See accompanying Notes to Consolidated Financial Statements 4 </page> INFINITY BROADCASTING CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In Thousands) March 31, March 31, 1995 1994 __________ ___________ Net cash flow from (used in) operating activities: Net earnings (loss) $ 505 $ (3,864) Depreciation and amortization 11,572 10,503 Amortization of deferred financing costs 507 413 __________ ___________ 12,584 7,052 Decrease in receivables 15,670 8,278 (Increase) decrease in other current assets (515) 963 Increase (decrease) in accounts payable and accrued expenses (4,677) 3,094 Decrease in accrued interest (4,892) (3,401) Other, net 36 17 __________ ___________ Net cash flow from operating activities 18,206 16,003 __________ ___________ Investing Activities: Capital expenditures 358 298 Acquisitions: Intangibles -- 116,451 Property and Equipment -- 2,000 __________ ___________ Net cash used for investing activities 358 118,749 __________ ___________ Cash provided (required) before financing activities 17,848 (102,746) __________ ___________ Financing Activities: Borrowings under debt agreements -- 119,000 Reduction of debt (12,000) (20,437) Proceeds from issuance of stocks 317 53 Financing costs (600) -- Repurchase of Class A Common Stock (3,663) -- __________ ___________ Net financing activities (15,946) 98,616 (Increase) decrease in cash and cash equivalents (1,902) 4,130 __________ ___________ Total financing activities $ (17,848) $ 102,746 __________ ___________ 	 See accompanying Notes to Consolidated Financial Statements 5 </page> INFINITY BROADCASTING CORPORATION AND SUBSIDIARIES 	 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Basis of Presentation In the opinion of management the unaudited interim financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position, results of operations and cash flows for the periods presented. Interim periods are not necessarily indicative of results to be expected for the year. It is suggested that these financial statements be read in conjunction with the Consolidated Financial Statements and the notes thereto of the Company for the year ended December 31, 1994. The consolidated financial statements include the accounts of the Company and its subsidiaries, which are all wholly owned. All significant intercompany balances and transactions have been eliminated in consolidation. Earnings per common share are based on the weighted average number of common shares and common equivalent shares outstanding during the period. On April 27, 1995, the Company announced a three-for-two stock split in the form of a stock dividend payable on May 19, 1995 to shareholders of record at the close of business on May 12, 1995. The accompanying financial statements do not reflect the effect of the stock dividend. 2. Acquisitions In February 1994, the Company acquired Los Angeles radio station KRTH-FM from Beasley FM Acquisition Corp. for approximately $116 million, plus costs. In June 1994, the Company acquired Washington, D.C. radio stations WPGC-AM/FM from Cook Inlet Radio Partners, L.P. and Cook Inlet Radio License Partnership, L.P. for approximately $61 million, plus assumption of certain liabilities and costs. In June 1994, the Company acquired Detroit radio station WXYT-AM from Fritz Broadcasting, Inc. for approximately $23 million, plus costs. The purchase price of the above acquisitions were funded by borrowings under the Company's bank credit agreement (the "Credit Agreement"). The operating results of these acquisitions are 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 the beginning of 1995 and 1994, after giving effect to certain adjustments, 6 including amortization of intangible assets and interest expense on the acquisition debt. These 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 those dates or of results which may occur in the future. Three Months Ended March 31, 1995 1994 ____ ____ (Unaudited) Net revenues $ 62,327 $ 54,778 Net earnings (loss) 505 (5,335) Net earnings (loss) per common share .01 (0.12) On April 21, 1995, the Company acquired Dallas/Ft. Worth radio station KLUV-FM from TK Communications, Inc. for approximately $51 million, plus costs. ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS FIRST QUARTER OF 1995 COMPARED TO FIRST QUARTER OF 1994 Net revenues for the first quarter of 1995 were $62,327,000 as compared to $48,183,000 for the first quarter of 1994, an increase of approximately $14,144,000 or 23%. The increase was due principally to higher advertising revenues at most of the Company's stations, and the acquisitions of WXYT- AM (Detroit) effective June 28, 1994, WPGC-AM/FM (Washington, D.C.) effective June 20, 1994 and KRTH-FM (Los Angeles) effective February 15, 1994. On a pro forma basis, assuming the above acquisitions had occurred as of the beginning of 1994, net revenues for the first quarter of 1995 would have increased by approximately 14%. Station operating expenses excluding depreciation and amortization for the first quarter of 1995 were $37,326,000 as compared to $30,362,000 for the first quarter of 1994, an increase of approximately $6,964,000 or 19%. The increase was principally due to the acquisitions of WXYT-AM, WPGC-AM/FM, and KRTH-FM, expenses associated with higher revenues and higher programming expenses. On a pro forma basis, assuming the above acquisitions had occurred as of the beginning of 1994, station operating expenses for the first quarter of 1995 would have increased by approximately 10%. 7 Depreciation and amortization expense for the first quarter of 1995 was $11,572,000 as compared to $10,503,000 for the first quarter of 1994, an increase of approximately $1,069,000 or 9%. The increase was due to the depreciation and amortization expense associated with the above acquisitions, partially offset by lower depreciation and amortization expense at the Company's other radio stations. Operating income for the first quarter of 1995 was $12,185,000 as compared to $6,201,000 for the first quarter of 1994, an increase of approximately 49%. The increase was due principally to improved results at the Company's radio stations. Net financing expense (defined as interest expense less interest income) for the first quarter of 1995 was $11,578,000 as compared to $10,063,000 for the first quarter of 1994, an increase of approximately 13%. The increase was due principally to additional borrowings in connection with the above acquisitions as well as higher interest rates during 1995. Net income for the first quarter of 1995 was $505,000 as compared to a net loss of $3,864,000 for the first quarter of 1994, an improvement of approximately $4,369,000. LIQUIDITY AND CAPITAL RESOURCES _______________________________ For the first quarter of 1995, cash from operating activities was approximately $18,206,000, as compared to $16,003,000 for the first quarter of 1994, an increase of approximately $2,203,000. The increase was principally due to improved earnings in 1995 as well as lower working capital requirements. During the three months ended March 31, 1995, the Company paid down approximately $12 million of long-term debt and purchased 100,000 shares of its Class A Common Stock at a cost of approximately $3.7 million. As of March 31, 1995, the Company had undrawn borrowing capacity of approximately $380 million under the Credit Agreement. On April 21, 1995, the Company completed acquisition of Dallas/Ft. Worth radio station KLUV-FM for approximately $51 million, plus costs. The purchase price was funded by borrowings under the Credit Agreement. 8 ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit Number				Description of Exhibit 2(a) Purchase Agreement, dated as of June 16, 1993, among Beasley FM Acquisition Corp., Infinity Broadcasting Corporation of California and the Company. (This exhibit can be found as Exhibit 2(e) to the Company's Quarterly Report on Form 10- Q for the quarter ended June 30, 1993 (File No. 0- 14702) and is incorporated herein by reference.) 2(b) Asset Purchase Agreement, dated as of October 4, 1993, between Cook Inlet Radio Partners, L.P. and Cook Inlet Radio License Partnership, L.P. and Infinity Broadcasting Corporation of Maryland and the Company. (This exhibit can be found as Exhibit 2(f) 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.) 2(c) Asset Purchase Agreement, dated as of March 8, 1994, by and between Fritz Broadcasting, Inc., Infinity Broadcasting Corporation of Detroit and the Company. (This exhibit can be found as Exhibit 2(h) 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.) 2(d) Asset Purchase Agreement, dated as of September 12, 1994, by and between TK Communications, Inc. and Infinity Broadcasting Corporation of Dallas. (This exhibit can be found as Exhibit 2(f) to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1994 (File No. 0-14702) and is incorporated herein by reference.) 10(a)* Seventh Amendment, effective as of May 19, 1995, to the Employment Agreement, dated September 10, 1990, between the Company and Mel Karmazin. (b) Reports on Form 8-K No reports on Form 8-K were filed by the Company during the quarter ended March 31, 1995. * Denotes management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to item 6(a) of Form 10-Q. 9 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. 				 INFINITY BROADCASTING CORPORATION (Registrant) /s/ Farid Suleman _________________________________ Farid Suleman, Vice President-Finance/ Chief Financial Officer Dated: May 11, 1995 10