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                                                                EXHIBIT 99.1

                                AMENDMENT NO. 1
                                       TO
                            ASSET PURCHASE AGREEMENT
                                     AMONG
                               GANNETT CO., INC.
                      COMBINED COMMUNICATIONS CORPORATION,
                             GANNETT TRANSIT, INC.,
                      SHELTER MEDIA COMMUNICATIONS, INC.,
                   GANNETT INTERNATIONAL COMMUNICATIONS, INC.,
                                      AND
                             OUTDOOR SYSTEMS, INC.,
                               DATED JULY 9, 1996
                          ("ASSET PURCHASE AGREEMENT")

        This Amendment No. 1 is made as of August 12, 1996 among the
undersigned parties to the Asset Purchase Agreement. Unless otherwise defined
herein, all capitalized terms used herein shall have the meanings ascribed to
such terms in the Asset Purchase Agreement. The undersigned wish to amend the
Asset Purchase Agreement to change the Closing Date, and in consideration of
the mutual covenants agree as follows:

        1.      Section 2.1 of the Asset Purchase Agreement is amended to read
in its entirety as follows:

                "2.1 Time and Place of Closing. The closing (the "Closing") of
                the sale and purchase of the Assets and the Shares shall be held
                in the offices of Gannett at 1100 Wilson Boulevard, Arlington,
                Virginia 22234 on the date (the "Closing Date") that is the
                later of (i) August 26, 1996 or (ii) such other time and place
                as shall be mutually agreed upon by the parties."

        2.      Upon the delivery of assignment documentation acceptable to
Sellers on or prior to the Closing Date, Sellers hereby consent to the
assignment by Buyer of its right to purchase the shares of stock of Mediacom
Inc. and to assume liabilities under the Asset Purchase Agreement related to
Mediacom Inc. to 3284085 Canada Inc., a wholly owned subsidiary organized under
the laws of Canada or a province thereof; provided, however, that the
assignment and assumption shall in no way relieve or release Buyer from its
obligations under the Asset Purchase Agreement, and the Purchase Price shall be
paid at Closing in a single wire transfer to Gannett Co., Inc.

        3.      The terms of this Amendment No. 1 shall be in addition to and
shall in no way impair the full force and effect of the Asset Purchase
Agreement (except as specifically amended herein).

        4.      This Amendment No. 1 may be executed by the parties in as many
counterparts as may be deemed necessary and convenient and by the different
parties on separate counterparts, each of which, when so executed, shall be 
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deemed an original, but all such counterparts shall constitute but one and the
same instrument.

        5. This Amendment No. 1 shall be governed by and construed in
accordance with the laws of the State of Delaware.

        IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 as
of the date first above written.

GANNETT INTERNATIONAL              GANNETT CO., INC.
 COMMUNICATIONS, INC.


By: /s/ Douglas H. McCorkindale    By: /s/  Douglas H. McCorkindale
        _______________________        ____________________________
        Douglas H. McCorkindale        Douglas H. McCorkindale
        President                      Vice Chairman


OUTDOOR SYSTEMS, INC.              COMBINED COMMUNICATIONS
                                    CORPORATION


By: /s/  William S. Levine          By: /s/  Douglas H. McCorkindale
    ___________________________        ____________________________
                                       Douglas H. McCorkindale
Title: Chairman                        President
       ________________________
                                       
                                     
                                   GANNETT TRANSIT, INC.


                                   BY: /s/  Douglas H. McCorkindale
                                       ____________________________
                                       Douglas H. McCorkindale
                                       Vice President

                                   
                                   SHELTER MEDIA COMMUNICATIONS,
                                    INC.


                                   By: /s/  Douglas H. McCorkindale
                                       ____________________________
                                       Douglas H. McCorkindale
                                       Vice President