Federal Communications Commission
Washington, D.C. 20554
Approved by OMB
3060-0010 (June 2002)
FCC 323
FOR FCC USE ONLY
 
OWNERSHIP REPORT FOR COMMERCIAL BROADCAST STATIONS

Read INSTRUCTIONS Before Filling Out Form

FOR COMMISSION USE ONLY
FILE NO.

BOS - 20060202ADG
Section I - General Information
1. Legal Name of the Applicant 
INFINITY RADIO INC.
Mailing Address
2175 K STREET, NW
SUITE 350
City
WASHINGTON
State or Country (if foreign address)
DC
ZIP Code
20037 -
Telephone Number (include area code)
2024574518
E-Mail Address (if available) 
RCBENEDICT@CBS.COM
FCC Registration Number:
0003616588
Call Sign 
KMJ
Facility ID Number 
740
2. Contact Representative (if other than Licensee/Permittee)
JOHN D. POUTASSE, ESQ.
Firm or Company Name
LEVENTHAL SENTER & LERMAN PLLC
Telephone Number (include area code)
2024298970
E-Mail Address (if available)
JPOUTASSE@LSL-LAW.COM
3. Name of entity, if other than licensee or permittee, for which report is filed

Mailing Address


City
State or Country (if foreign address)
ZIP Code
-
Telephone Number (include area code)
E-Mail Address (if available)
4. If this application has been submitted without a fee, indicate reason for fee exemption (see 47 C.F.R. Section 1.1114):
Governmental Entity Fee-exempt Report Other POST CONSUMMATION REPORT
N/A (Fee Required)



Section II - Ownership Information

5.

a. Biennial b. Transfer of Control or Assignment of License/Permit c. Other
d. Amendment to pending application


for the following stations:

[Enter Station Information]


Station List


This Report is filed for the following stations:

Call Letters
Facility ID Number
Location (City/State)
Class of service
KMJ 26923 FRESNO CA AM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KRAK 72716 HESPERIA CA AM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KSFN 47745 NORTH LAS VEGAS NV AM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KCMD 26926 PORTLAND OR AM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KXKL-FM 59959 DENVER CO FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KXKL-FM1 59955 BOULDER CO FB


Call Letters
Facility ID Number
Location (City/State)
Class of service
WSML 740 GRAHAM NC AM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KCKC 11279 KANSAS CITY MO FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WAQZ 40915 LEBANON OH FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WMBX 25756 JENSEN BEACH FL FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WYUU 18512 SAFETY HARBOR FL FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KINK 53068 PORTLAND OR FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KWYE 18406 FRESNO CA FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WBLK 71215 DEPEW NY FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WMC-FM 59449 MEMPHIS TN FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WZMX 1900 HARTFORD CT FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WUPL 13938 SLIDELL LA TV


Call Letters
Facility ID Number
Location (City/State)
Class of service
KIFR 20897 SAN FRANCISCO CA FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KXNT 33068 NORTH LAS VEGAS NV AM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KVFG 72717 VICTORVILLE CA FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KXFG 63912 SUN CITY CA FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WZNE 6859 BRIGHTON NY FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KFPT 29429 CLOVIS CA AM


Call Letters
Facility ID Number
Location (City/State)
Class of service
K269AE 26927 BOULDER CO FX


Call Letters
Facility ID Number
Location (City/State)
Class of service
KVMX 12551 BANKS OR FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WAZU 64717 CIRCLEVILLE OH FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WJYE 1915 BUFFALO NY FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WSJT 51987 LAKELAND FL FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WECK 1914 CHEEKTOWAGA NY AM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WMC 19185 MEMPHIS TN AM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WMFR 73257 HIGH POINT NC AM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WSJS 58391 WINSTON-SALEM NC AM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WTIC 66464 HARTFORD CT AM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KWLI 59972 GREELEY CO FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KFRG 1241 SAN BERNARDINO CA FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KIMN 59597 DENVER CO FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KIMN-FM1 59600 BOULDER CO FB


Call Letters
Facility ID Number
Location (City/State)
Class of service
KLUC-FM 47744 LAS VEGAS NV FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KMGV 18409 FRESNO CA FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KMLE 59965 CHANDLER AZ FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KMXB 51676 HENDERSON NV FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KMXV 2446 KANSAS CITY MO FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KKJJ 12560 HENDERSON NV FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KOOL-FM 13506 PHOENIX AZ FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KOQO-FM 29296 FRESNO CA FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KSCF 59816 SAN DIEGO CA FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KXBT 63201 TAYLOR TX FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KFJK 26933 FRESNO CA FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KSKS 26924 FRESNO CA FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KUFO-FM 26932 PORTLAND OR FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KXTE 2100 PAHRUMP NV FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KYMX 72116 SACRAMENTO CA FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KYXY 51671 SAN DIEGO CA FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KZON 63913 PHOENIX AZ FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KZZO 65481 SACRAMENTO CA FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
K232CO 51674 BOULDER CITY NV FX


Call Letters
Facility ID Number
Location (City/State)
Class of service
K272DD 51673 PAHRUMP NV FX


Call Letters
Facility ID Number
Location (City/State)
Class of service
WBMX 1901 BOSTON MA FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WBUF 53699 BUFFALO NY FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WCMF-FM 1905 ROCHESTER NY FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WDOK 28525 CLEVELAND OH FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WEAT-FM 29567 WEST PALM BEACH FL FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WGRR 72126 HAMILTON OH FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WIRK-FM 1918 WEST PALM BEACH FL FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WJBW-FM 24143 JUPITER FL FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WJHM 73137 DAYTONA BEACH FL FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WKRQ 11276 CINCINNATI OH FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WLLD 18527 HOLMES BEACH FL FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WLVQ 11277 COLUMBUS OH FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WOCL 10138 DELAND FL FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WOMX-FM 47746 ORLANDO FL FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WPBZ 1246 INDIANTOWN FL FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WPXY-FM 53966 ROCHESTER NY FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WQAL 72889 CLEVELAND OH FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WRBQ-FM 11943 TAMPA FL FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WRCH 1910 NEW BRITAIN CT FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WRMM-FM 1907 ROCHESTER NY FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WTIC-FM 66465 HARTFORD CT FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WUBE-FM 10140 CINCINNATI OH FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WWMX 74196 BALTIMORE MD FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WXRK 74473 CLEVELAND HEIGHTS OH FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WHFS 1916 CATONSVILLE MD FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WYRK 1908 BUFFALO NY FM



All of the information furnished in this Report is accurate as of 02/01/2006 (Date must comply with 47 C.F.R. Section 73.3615(a), i.e., information must be current within 60 days of filing of this report, when 5(a) below is checked.)

This Report is filed for (check one)
6.
Respondent is:
Sole proprietorship Not-for-profit corporation Limited partnership
For-profit corporation General partnership Other
If "Other", describe nature of the respondent in an Exhibit.
[Exhibit 1]
7.
List all contracts and other instruments required to be filed by 47 C.F.R. Section 73.3613.   (Only licensees, permittees, or a reporting entity with a majority interest in or that otherwise exercises de facto control over the subject licensee or permittee shall respond.)

[Enter Contract/Instrument Information]


Contracts/Instruments Information


List all contracts and other instruments required to be filed by 47 C.F.R. Section 73.3613. (Only licensees, permittees, or a reporting entity with a majority interest in or that otherwise exercises de facto control over the subject shall respond.)

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
AMENDMENT TO THE BYLAWS N/A 02/19/2002 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
ASSIGNMENT AND ASSUMPTION AGREEMENT INFINITY RADIO INC.; INFINITY OF RADIO AUSTIN INC. 03/31/2002 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
ASSIGNMENT AND ASSUMPTION AGREEMENT INFINITY RADIO INC.; INFINITY RADIO LICENSE INC. 04/01/2002 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
MANAGEMENT AND LICENSE AGREEMENT INFINITY RADIO OPERATIONS INC.; INFINITY RADIO INC. 08/31/2002 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
RESTATED CERTIFICATE OF INCORPORATION OF INFINITY RADIO INC. N/A 08/29/2000 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
SUPPLEMENTAL INDENTURE TO INDENTURE, DATED AS OF 6/25/1996 INFINITY RADIO INC. (FORMERLY ARSC), AS ISSUER, AND MONTREAL TRUST COMPANY, AS TRUSTEE 09/28/1998 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
CERTIFICATE OF INCREASE N/A 07/13/1998 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
RESTATED CERTIFICATE OF INCORPORATION OF INFINITY RADIO INC. N/A 06/08/1998 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
SUPPLEMENTAL INDENTURE TO INDENTURE, DATED AS OF 1/30/1997 ARSC, AS ISSUER, AND STATE STREET BANK AND TRUST COMPANY, AS SUCCESSOR TRUSTEE 04/28/1998 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
INDENTURE AGREEMENT ARSC, AS ISSUER, AND MONTREAL TRUST COMPANY, AS TRUSTEE 06/25/1996 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
RESTATED CERTIFICATE OF INCORPORATION N/A 06/15/1995 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
BYLAWS N/A 06/23/1995 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
STOCKHOLDER AGREEMENT ATLANTIC RADIO OF BOSTON, L.P. AS AGENT FOR FORMER STOCKHOLDERS OF SBS HOLDING, INC.; DAVID PEARLMAN; CHEMICAL EQUITY ASSOCIATES; WIND POINT PARTNERS II, L.P.; BRINSON CHEMICAL VENTURE CAPITAL FUND III, L.P.; BRINSON TRUST COMPANY AS TRUSTEE OF BRINSON MA 11/01/1993 SEE AGMT.

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
AMENDMENT TO STOCKHOLDER AGREEMENT STOCKHOLDERS NAMED THEREIN 09/12/1994 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
REGISTRATION RIGHTS AGREEMENT SAME AS STOCKHOLDERS AGREEMENT 11/01/1993 SEE AGMT.

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
AMENDMENT TO REGISTRATION RIGHTS AGREEMENTS SAME AS STOCKHOLDERS AGREEMENT 09/09/1994 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT SAME AS STOCKHOLDERS AGREEMENT 12/14/1995 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
AMENDMENT NO. 1 TO CREDIT AGREEMENT SAME AS CREDIT AGREEMENT 02/01/1996 9/30/2003

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
CONSENT NO. 1 TO CREDIT AGREEMENT SAME AS CREDIT AGREEMENT 05/24/1996 9/30/2003

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
AMENDMENT NO. 2 TO CREDIT AGREEMENT AND CONSENT AGREEMENT SAME AS CREDIT AGREEMENT 06/19/1996 9/30/2003

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
CERTIFICATE OF DESIGNATION OF PREFERENCES AND RIGHTS OF AMERICAN RADIO SYSTEMS CORPORATION 7% CONVERTIBLE EXCHANGEABLE PREFERRED STOCK AGREEMENT N/A 06/24/1996 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AMERICAN RADIO SYSTEMS CORPORATION AND EZ COMMUNICATIONS, INC. 09/27/1996 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
$350 MILLION CREDIT AGREEMENT AMERICAN RADIO SYSTEMS CORPORATION; THE BANK OF NEW YORK AS COLLATERAL AGENT AND ADMINISTRATIVE AGENT; THE CHASE MANHATTAN BANK; AND THE TORONTO-DOMINION BANK AS CO-SYNDICATION AGENTS; BANK OF MONTREAL; CREDIT SUISSE FIRST BOSTON; AND FLEET NATIONAL BANK; 01/24/1997 12/31/2004

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
$500 MILLION CREDIT AGREEMENT AMERICAN RADIO SYSTEMS CORPORATION; THE BANK OF NEW YORK AS COLLATERAL AGENT AND ADMINISTRATIVE AGENT; THE CHASE MANHATTAN BANK; AND THE TORONTO-DOMINION BANK AS CO-SYNDICATION AGENTS; BANK OF MONTREAL; CREDIT SUISSE FIRST BOSTON; AND FLEET NATIONAL BANK; 01/24/1997 12/31/2004

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
BORROWER SECURITY AGREEMENT SAME AS CREDIT AGREEMENT 01/24/1997 12/31/2004

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
LICENSE SUBSIDIARY MANAGEMENT AGREEMENT AMERICAN RADIO SYSTEMS CORPORATION AND AMERICAN RADIO SYSTEMS LICENSE CORP. 01/24/1997 12/31/2004

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
COMMON STOCK PURCHASE AGREEMENT SAME AS STOCKHOLDERS AGREEMENT 09/09/1994 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
LETTER AGREEMENT ABS CAPITAL PARTNERS, L.P. AND AMERICAN RADIOSYSTEMS CORPORATION 09/12/1994 SEE AGMT.

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
CREDIT AGREEMENT THE BANK OF NEW YORK, AS AGENT; CHEMICAL BANK;BANQUE PARIBAS; CIBC, INC.; TORONTO DOMINION, INC.; FLEET NATIONAL BANK; AND BANK OF MONTREAL AS CO-AGENTS AND ADDITIONAL LENDERS 12/19/1995 9/30/2003

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
BORROWER SECURITY SAME AS CREDIT AGREEMENT 12/19/1995 9/30/2003

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
1997 CERTIFICATE OF DESIGNATION OF PREFERENCES AND RIGHTS OF ARSC 11 3/8% SERIES B CUMULATIVE EXCHANGEABLE PREFERRED STOCK N/A 01/29/1997 1/15/2009

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
PURCHASE AGREEMENT ARSC, AND CREDIT SUISSE FIRST BOSTON CORPORATION, ALEX. BROWN AND SONS INCORPORATED, BT SECURITIES CORPORATION, MORGAN STANLEY AND CO. INC., SMITH BARNEY, INC. 01/30/1997 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
REGISTRATION RIGHTS AGREEMENT ARSC, AS ISSUER, AND CREDIT SUISSE FIRST BOSTON CORPORATION, ALEX. BROWN AND SONS INCORPORATED, BT SECURITIES CORPORATION, MORGAN STANLEY AND CO. INC., SMITH BARNEY, INC. 01/27/1997 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
INDENTURE AGREEMENT ARSC, AS ISSUER, AND FLEET NATIONAL BANK, AS TRUSTEE 01/30/1997 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
CERTIFICATE OF OWNERSHIP AND MERGER INFINITY RADIO OPERATIONS INC. 12/31/2003

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
CERTIFICATE OF OWNERSHIP AND MERGER INFINITY RADIO OF SAN JOSE INC. 04/15/2005 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION INFINITY RADIO INC. 12/19/2003 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION INFINITY RADIO INC. 05/31/2005 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION INFINITY RADIO INC. 06/29/2005 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
WRTTIEN CONSENT OF BOARD OF DIRECTORS INFINITY MEDIA CORPORATION, SPANISH BROADCASTING SYSTEM INC AND SBS BAY AREA LLC 12/15/2004 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
CERTIFICATE OF RETIREMENT OF JUNIOR PREFERRED STOCK INFINITY RADIO INC. 12/19/2003 N/A


8. Capitalization (Only licensees, permittees, or a reporting entity with a majority interest in or that otherwise exercises de facto control over the subject licensee or permittee shall respond.)

[Enter Capitalization Information]


Capitalization


Capitalization (Only licensees, permittees, or a reporting entity with a majority interest in or that otherwise excercises de facto control over the subject licensee or permittee shall respond.)

Class of stock (preferred, common or other)
Voting or Non-voting
Number of Shares
Authorized
Issued and Outstanding
Treasury
Unissued
COMMON
V
1000
1000

Class of stock (preferred, common or other)
Voting or Non-voting
Number of Shares
Authorized
Issued and Outstanding
Treasury
Unissued
JUNIOR PREFERRED
N
4000000
1088260
2911740


9.
(a.) List the respondent, and, if other than a natural person, its officers, directors, stockholders and other entities with attributable interests, non-insulated partners and/or members. If a corporation or partnership holds an attributable interest in the respondent, list separately its officers, directors, stockholders and other entities with attributable interests, non-insulated partners and/or members. Create a separate row for each individual or entity. Attach supplemental pages, if necessary.
[Enter Owner Information]

Owner Information

List the respondent, and, if other than a natural person, its officers, directors, stockholders and other entities with attributable interests, non-insulated partners and/or members. If a corporation or partnership holds an attributable interest in the respondent, list separately its officers, directors, stockholders and other entities with attributable interests, non-insulated partners and/or members. Create a separate row for each individual or entity. Attach supplemental pages, if necessary.
(Read carefully - The numbered items below refer to line numbers in the following table.)
1. Name and address of respondent and each party to the respondent holding an attributable interest (if other than individual also show name, address and citizenship of natural person authorized to vote the stock or holding the attributable interest). List the respondent first, officers next, then directors and, thereafter, remaining stockholders and other entities with attributable interests, and partners.
2. Gender (male or female).
3. Ethnicity (check one).
4. Race (select one or more).
5. Citizenship.
6. Positional interest: Officer, director, general partner, limited partner, LLC member, investor/creditor attributable under the Commission's equity/debt plus standard, etc.
7. Percentage of votes.
8. Percentage of total assets (equity debt plus).

1. Name and Address INFINITY RADIO INC., 2175 K STREET, N.W., SUITE 350, WASHINGTON, DC 20037 (SEE EXHIBIT 1 FOR LIST OF OFFICERS AND DIRECTORS)
2. Gender (male or female) N/A
3. Ethnicity (check one) Hispanic or Latino
Not Hispanic or Latino
4. Race (select one or more) American Indian or Alaska Native
Asian
Black or African American
Native Hawaiian or Other Pacific Islander
White
5. Citizenship DE
6. Positional Interest RESPONDENT
7. Percentage of votes 0.00
8. Percentage of total assets (equity debt plus) 0.00

1. Name and Address INFINITY MEDIA CORPORATION, 2175 K STREET, N.W., SUITE 350, WASHINGTON, DC 20037
2. Gender (male or female) N/A
3. Ethnicity (check one) Hispanic or Latino
Not Hispanic or Latino
4. Race (select one or more) American Indian or Alaska Native
Asian
Black or African American
Native Hawaiian or Other Pacific Islander
White
5. Citizenship DE
6. Positional Interest SHAREHOLDER
7. Percentage of votes 99.50
8. Percentage of total assets (equity debt plus) 99.50

1. Name and Address UPN TELEVISION STATIONS INC., 2175 K STREET, NW, SUITE 350, WASHINGTON, DC 20037
2. Gender (male or female) N/A
3. Ethnicity (check one) Hispanic or Latino
Not Hispanic or Latino
4. Race (select one or more) American Indian or Alaska Native
Asian
Black or African American
Native Hawaiian or Other Pacific Islander
White
5. Citizenship US
6. Positional Interest SHAREHOLDER
7. Percentage of votes 0.50
8. Percentage of total assets (equity debt plus) 0.50


(b) Respondent certifies that equity and financial interests not set forth in response to Question 9(a) are non-attributable. Yes No

N/A

See Explanation in
[Exhibit 2]

(c) Is the respondent or any party holding an attributable interest in the respondent also the holder of an attributable interest in any other broadcast station or in any cable or newspaper entities in the same market or with overlapping signals in the same broadcast service, as described in 47 C.F.R. Sections 73.3555 and 76.501? Yes No
If "Yes", submit an Exhibit identifying the holder of that other attributable interest, listing the call signs, locations and facilities identifiers of such other broadcast stations, and describing the nature and size of the ownership interest and the positions held in the other broadcast, cable or newspaper entities. [Exhibit 3]
(d) Are any of the individuals listed in response to Question 9(a) related as parent-child, husband-wife, brothers and sisters?

Yes No

 

If "Yes", submit an Exhibit setting forth full information as to the family relationship

[Exhibit 4]

(e) Is respondent seeking an attribution exemption for any officer or director with duties unrelated to the licensee or permittee?

If "Yes", submit an Exhibit identifying that individual by name and title, fully describing that individual's duties and responsibilities, and explaining why that individual should not be attributed an interest.

Yes No

[Exhibit 5]



SECTION III - CERTIFICATION


I certify that I am VICE PRESIDENT AND ASSISTANT SECRETARY

(Official Title)


of INFINITY RADIO INC.

(Exact legal title or name of respondent)


and that I have examined this Report and that to the best of my knowledge and belief, all statements in this Report are true, correct and complete.

(Date of certification must be within 60 days of the date shown in Question 5, Section II and in no event prior to that date.)

Signature
STEPHEN A. HILDEBRANDT
Date
02/02/2006
Telephone Number of Respondent (Include area code) 2024298970

WILLFUL FALSE STATEMENTS ON THIS FORM ARE PUNISHABLE BY FINE AND/OR IMPRISONMENT (U.S. CODE, TITLE 18, SECTION 1001), AND/OR REVOCATION OF ANY STATION LICENSE OR CONSTRUCTION PERMIT (U.S. CODE, TITLE 47, SECTION 312(a)(1)), AND/OR FORFEITURE (U.S. CODE, TITLE 47, SECTION 503).



Exhibits
Attachment 1
Description
Officers & Directors


Exhibit 3
Description:
OTHER MEDIA INTERESTS

THE APPLICANT IS ULTIMATELY CONTROLLED BY CBS CORPORATION, WHICH HOLDS INTERESTS IN THE BROADCAST STATIONS IDENTIFIED IN THE ATTACHED DOCUMENT.


Attachment 3
Description
Other Media Interests