<PAGE>



                             As filed with the Securities and Exchange
                                 Commission on September 15, 1994

                                      Registration No. 33-


    __________________________________________________________________


                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

                                 ___________________


                                       FORM S-8

               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                                 ___________________

                          INFINITY BROADCASTING CORPORATION
                (Exact name of registrant as specified in its charter)


             Delaware                                  13-2766282
   (State or other jurisdiction of                   (I.R.S. Employer
   incorporation or organization)                   Identification No.)


                                  600 Madison Avenue
                              New York, New York  10022
                       (Address of principal executive offices)


                 Infinity Broadcasting Corporation Stock Option Plan,
                    Deferred Share Plan and Stock Option Agreement
                              (Full titles of the plans)


                                    Farid Suleman
                  Vice President-Finance and Chief Financial Officer
                          Infinity Broadcasting Corporation
                                  600 Madison Avenue
                              New York, New York  10022
                                    (212) 750-6400
              (Name, address and telephone number of agent for service)


         ___________________________________________________________________

                    Approximate date of commencement of proposed 
                      sale of the securities:  From time to time
                           after the effective date of this
                               Registration Statement.


</page>
<PAGE>







                 CALCULATION OF REGISTRATION FEE


_________________________________________________________________


                               Proposed  Proposed
                               maximum   maximum
 Title of                      offering  aggregate   Amount of
 securities to  Amount to be   price per offering    registration
 be registered  registered (1) share     price       fee
 _____________  _____________  _________ _________   ____________


 Class A
 Common
 Stock, par
 value $.002
 per share   2,600,000 shares(2)  (3)  $79,462,500(4)  $27,400.86

_________________________________________________________________


(1)   In addition to the 2,664,350 shares of Class A Common Stock
     and  the 187,500 shares of  Class B Common  Stock, par value
     $.002  per   share,  already  registered   pursuant  to  the
     Registrant's Registration Statement on Form S-8(Registration
     No. 33-45977 and 33-56938).

(2)  Includes 600,000 shares of Class A Common Stock issuable upon
     conversion of Class B Common Stock.

(3)  Not applicable

(4)  Estimated pursuant to Rule 457(h) solely for the purpose  of
     determining the registration fee.   The above calculation is based on an
     assumed  price of $30.5625 per share,  the average of the high and low
     prices for the Registrant's Class A Common Stock on September 14, 1994,
     as quoted on the National Association of Securities Dealers
     Automated Quotation National Market System.





</page>
<PAGE>





     The  contents  of  the  Registrant's  Registration Statement on Form S-8
(Registration No. 33-56938)  and (Registration  No. 33-45977), other than
(i) the last paragraph of Item 6 thereof and (ii) Item 8 thereof, are hereby
 _                                            __
incorporated   by   reference   in  this  Registration Statement.

     The  following  additional  information  regarding indemnification
of directors  and officers is  provided pursuant to  Item  6 and
supersedes such  supplemental information appearing in Registration No.
33-56938:

     The Company has executed indemnity agreements with Messrs.  Batkin,
Carrus, Karmazin,  Lerman, Suleman and Wiener that require  it to
indemnify these  individuals for liabilities incurred by  them because
of an act  or omission or  neglect or breach of  duty committed while
acting in the capacity of an officer or director of the Company, to  the
full extent  permitted by the  laws of the State of Delaware.  Certain
actions, including acts for which  indemnification is  found by  a court
to  be illegal  and  contrary to  public policy,  are excluded from the
coverage of  the agreements.   Mr. Karmazin's employment  agreement
requires the Company to indemnify Mr.  Karmazin  to  the   fullest
extent  permitted  by applicable Delaware law.

     The following additional  information is  provided pursuant to Item 8:

     Item 8.  Exhibits

     Exhibit             Description of Exhibit
     _______             ______________________

       4(a)    Restated Certificate of Incorporation  of the
               Company, as amended October 22,  1993.  (This exhibit can be
               found  as  Exhibit  3 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.)

       4(b)    Amended and Restated  By-Laws of the Company.
               (This exhibit  can be  found as Exhibit  3(b) to  the
               Company's Registration  Statement on Forms S-1 and S-3
               (Registration No. 33-46118) and is incorporated herein by
               reference.)

       4(c)    Securities  Purchase  Agreement, dated  as of
               September 30, 1991, by and among the Company, Michael   A.
               Wiener,  Gerald   Carrus,  Mel Karmazin, and Shearson
               Lehman Hutton Capital Partners II,  L.P.,  Shearson  Lehman




</page>
<PAGE>





               Hutton. Merchant Banking  Portfolio Partnership L.P.,
               Shearson Lehman  Hutton  Offshore Investment Partnership
               L.P., and  Shearson Lehman Hutton Offshore Investment
               Partnership Japan  L.P. (collectively, the   "Lehman
               Investors"). (This exhibit can be found as Exhibit 2(a) to
               the Company's   Quarterly Report on Form 10-Q for  the
               quarter  ended  September  30, 1991 (File No. 0-14702) and
               is incorporated herein by reference.)

       4(d)    Indenture,  dated  as  of  March   24,  1992, between
               the Company and Bank of Montreal Trust Company, as
               Trustee. (This exhibit can be found as Exhibit 4(c) to the
               Company's Registration Statement on Form  S-3 (Registration
               No.  33- 61348)   and   is   incorporated  herein   by
               reference.)

       4(e)    Amended and Restated Stockholders' Agreement,
               dated  as  of  February 5,  1992,  among  the Company,
               Michael  A. Wiener,  Gerald Carrus, Mel Karmazin  and the
               Lehman  Investors.   (This exhibit can  be found as Exhibit
               4(j) to the Company's Registration Statement on Forms S-1
               and  S-3 (Registration  No. 33-46118)  and is incorporated
               herein by reference.)

       4(f)    Warrant Certificate, dated January  28, 1992,
               certifying   that   Shearson  Lehman   Hutton Capital
               Partners  II  L.P.  is the  owner  of warrants to purchase
               1,051,977 shares of Class C Common Stock, par value $.002
               per share, of the Company.  (This exhibit can  be  found as
               Exhibit  4(l) to the  Company's  Registration Statement on
               Forms S-1 and S-3 (Registration No. 33-46118)  and  is
               incorporated   herein  by reference.)

       4(g)    Warrant Certificate, dated January  28, 1992,
               certifying  that   Lehman  Brothers  Merchant Banking
               Portfolio  Partnership  L.P. is  the owner of warrants to
               purchase 1,547,373 shares of Class  C  Common Stock, par
               value $.002 per share, of the Company.   (This exhibit can
               be found   as  Exhibit  4(m)  to  the  Company's
               Registration Statement  on Forms S-1  and S-3 (Registration
               No. 33-46118) and is incorporated herein by reference.)

       4(h)    Warrant Certificate, dated December 14, 1993, certifying
               that Shearson Lehman Hutton Offshore Investment Partnership
               L.P. is the owner of warrants to purchase 769,465 shares  of
               Class C Common Stock, par  value $.002 per  share, of the



</page>
<PAGE>


               Company.  (This exhibit  can be  found  as Exhibit 4(j)  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.)

       4(i)    Warrant Certificate, dated December 14, 1993, certifying
               that  Shearson Lehman Hutton Offshore Investment Partnership
               Japan L.P. is the owner of warrants to purchase 2,317,522
               shares of Class C Common  Stock, par  value $.002 per share,
               of the Company. (This exhibit can be found as Exhibit 4(k)
               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.)

       4(j)    Securities  Exchange  Agreement, dated  as of January 28,
               1992, among the  Company and the Lehman Investors.  (This
               exhibit can be found as Exhibit 4(p) to the Company's
               Registration Statement on Forms  S-1 and S-3 (Registration
               No.  33-46118) and is  incorporated herein by reference.)

       4(k)    The Company's Stock Option Plan, amended and restated  as
               of  August  16,  1993. (This exhibit can be  found as
               Exhibit  10(j) 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.)

       4(l)    Amendment, effective as of November 19, 1993, to  the
               Company's Stock Option Plan, as amended and restated as
               of  August  16, 1993. (This exhibit can be found as Exhibit
               10(k) 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.)

       4(m)    Amendment,  adopted  March 30,  1994,  to the Company's
               Stock Option Plan.   (This exhibit can be found  as
               Exhibit  10(l) 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.)

       4(n)    The  Company's Deferred Share  Plan, amended and restated as
               of  August  16,  1993.    (This exhibit can  be found  as
               Exhibit  10(m) 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.)



</page>
<PAGE>


       4(o)    Amendment, effective as of November 19, 1993, to  the Company's
               Deferred  Share  Plan,  as amended and  restated as of August
               16, 1993. (This exhibit  can be found  as Exhibit 10(n) 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.)

       4(p)    Stock Option Agreement, dated  as of June 27, 1988,  between
               the  Company, as  successor to WCK,  and Mel Karmazin.
               (This exhibit can be found  as Exhibit (c)  (2) to the
               Statement on Schedule 13E-3  filed pursuant  to Rule  13e-3
               by WCK, the Management Investors (Michael A. Wiener, Gerald
               Carrus and Mel Karmazin) and the Company and is incorporated
               herein by reference.)

       4(q)    Amendment  Agreement, dated  as of  August 2, 1988, to Stock
               Option Agreement dated  as of June  27,  1988,   between
               the  Company,  as successor to  WCK, and  Mel Karmazin.
               (This exhibit can  be found as Exhibit  9(c) (7) to
               Amendment No.  3 to  Schedule 14D-1  filed by the
               Company  as   successor   to   WCK   and  is incorporated
               herein by reference.)

       4(r)    Amendment  No. 1  to Stock  Option Agreement, dated  as of
               October 14,  1988,  between the Company and Mel Karmazin.
               (This  exhibit can be found as Exhibit 4(l) to the Company's
               Annual Report  on  Form  10-K  for  the  year ended December
               25,  1988  (File  No.  0-14702)  and is incorporated herein
               by reference.)

       4(s)    Warrant Certificate, dated September 30, 1991, certifying that
               Mel Karmazin  is  the owner of warrants to purchase  shares
               of Class A Common Stock, par value $.002 per share, of the
               Company. (This exhibit can  be  found  as Exhibit 10(p)  to
               the Company's  Registration Statement on Forms S-1 and S-3
               (Registration No. 33-46118)  and  is incorporated herein  by
               reference.)

       5       Opinion  of Debevoise  &  Plimpton as  to the
               validity of the securities being offered.

      23(a)    Consent of KPMG Peat Marwick LLP.

      23(b)    Consent of Debevoise  & Plimpton.   (Included
               in  Exhibit 5.)

      24       Powers  of  Attorney.  (Included  on   the
               signature pages hereof.)



</page>
<PAGE>



                            SIGNATURES

          The Registrant.   Pursuant to the  requirements of the Securities
          ______________
          Act of 1933,  the Registrant  certifies that it has reasonable
          grounds to believe that it meets all the  requirements for filing
          on Form S-8 and has duly caused this Registration Statement to be
          signed on its behalf by the undersigned, thereunto duly
          authorized, in the City of New York, State of New York, on the
          14th day of September, 1994.

                             INFINITY BROADCASTING CORPORATION

                             By: /s/ Mel Karmazin
                                ____________________________
                                Mel Karmazin
                                President  and Chief
                                Executive Officer


                        POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mel Karmazin and Farid Suleman,
and each of them, his true and lawful attorneys-in-fact and agents, with
full power of  substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any or all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in  connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power
and authority to do and perform  each and every act and thing requisite
and necessary to be done as fully  and to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.


</page>
<PAGE>




                Signature                 Title                Date
                _________                 _____                ____


         /s/ Michael A. Wiener   Chairman of the Board   September 13, 1994
         ______________________  and Secretary,
         Michael A. Wiener       Director


         /s/ Gerald Carrus       Co-Chairman of the      September 13, 1994
         ______________________  Board and Treasurer,
         Gerald Carrus           Director



         /s/ Mel Karmazin        President and Chief     September 13, 1994
         ______________________  Executive Officer,
         Mel Karmazin            Director



         /s/ Farid Suleman       Vice President-         September 13, 1994
         ______________________  Finance and Chief
         Farid Suleman           Financial and
                                 Accounting Officer,
                                 Director


         /s/ James A. Stern      Director                September 13, 1994
         ______________________
         James A. Stern


         /s/ James L. Singleton  Director                September 13, 1994
         ______________________
         James L. Singleton

         /s/ Steve A. Lerman     Director                September 13, 1994
         ______________________
         Steve A. Lerman


         /s/ Alan R. Batkin      Director                September 13, 1994
         ______________________
         Alan R. Batkin





</page>
<PAGE>









                            Exhibit Index
                            _____________
                                                                  Sequentially
                                                                    Numbered
Exhibit             Description of Exhibit                            Page
_______             ______________________                        ____________

   4(a)   Restated  Certificate  of Incorporation  of the Company, as
          amended October  22, 1993.   (This exhibit  can  be  found
          as Exhibit  3  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.)

   4(b)   Amended and Restated  By-Laws of the Company. (This exhibit
          can be found as  Exhibit 3(b) to the Company's Registration
          Statement  on Forms  S-1 and S-3 (Registration  No.
          33-46118) and is incorporated herein by reference.)

   4(c)   Securities  Purchase  Agreement,  dated  as  of September
          30, 1991, by  and among the  Company, Michael A. Wiener,
          Gerald Carrus, Mel Karmazin, and Shearson Lehman Hutton
          Capital Partners II, L.P., Shearson Lehman  Hutton Merchant
          Banking Portfolio  Partnership  L.P.,  Shearson  Lehman
          Hutton  Offshore  Investment Partnership  L.P., and Shearson
          Lehman   Hutton  Offshore  Investment Partnership Japan
          L.P.   (collectively,  the "Lehman Investors").   (This
          exhibit can  be found as Exhibit 2(a) to the Company's
          Quarterly Report on Form 10-Q for the quarter  ended
          September 30, 1991  (File No. 0-14702)  and is  incorporated
          herein by reference.)

   4(d)   Indenture, dated  as of March 24, 1992, between the Company
          and Bank of Montreal Trust Company, as  Trustee.   (This
          exhibit can  be found  as Exhibit  4(c)  to  the  Company's
          Registration Statement on  Form  S-3 (Registration  No.  33-
          61348) and is incorporated herein by reference.)

   4(e)   Amended  and Restated  Stockholders' Agreement, dated  as of
          February  5,  1992,   among  the Company, Michael A.
          Wiener,  Gerald  Carrus,  Mel Karmazin and  the Lehman
          Investors.   (This exhibit can be found  as Exhibit 4(j)  to
          the Company's Registration  Statement on Forms  S-1 and  S-3
          (Registration No. 33-46118) and is incorporated
          herein by reference.)

   4(f)   Warrant  Certificate,  dated January  28, 1992, certifying
          that Shearson Lehman  Hutton Capital Partners II  L.P. is
          the owner of  warrants to purchase 1,051,977  shares  of
          Class  C  Common Stock,  par  value  $.002  per  share,  of
          the Company.  (This exhibit can be found as Exhibit 4(l) to
          the Company's  Registration Statement  on Forms S-1 and S-3
          (Registration No.  33-46118) and is incorporated herein by
          reference.)



</page>
<PAGE>


   4(g)   Warrant  Certificate,  dated January  28, 1992, certifying
          that  Lehman  Brothers  Merchant Banking Portfolio
          Partnership L.P. is the owner of warrants  to purchase
          1,547,373 shares of Class C Common Stock, par value $.002
          per share, of the Company.  (This exhibit can be found as
          Exhibit 4(m) to the Company's Registration Statement on
          Forms S-1  and S-3 (Registration  No. 33-46118) and is
          incorporated herein by reference.)

   4(h)   Warrant Certificate, dated  December 14,  1993, certifying
          that Shearson Lehman Hutton Offshore Investment  Partnership
          L.P. is  the  owner of warrants to purchase 769,465 shares
          of Class C Common Stock, par value $.002 per share, of the
          Company.  (This exhibit can be found as Exhibit 4(j) 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.)

   4(i)   Warrant Certificate, dated  December 14,  1993, certifying
          that Shearson Lehman Hutton Offshore Investment Partnership
          Japan L.P. is  the owner of  warrants  to purchase
          2,317,522  shares of Class  C  Common  Stock, par  value
          $.002  per share, of  the Company.  (This exhibit  can be
          found as Exhibit  4(k) 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.)

   4(j)   Securities  Exchange  Agreement, dated  as of January 28,
          1992, among  the  Company and the Lehman Investors.   (This
          exhibit can be  found as Exhibit  4(p)  to  the Company's
          Registration Statement  on Forms  S-1 and  S-3 (Registration
          No. 33-46118)   and   is  incorporated herein  by
          reference.)


   4(k)   The  Company's Stock  Option Plan,  amended and restated as
          of August  16, 1993.  (This exhibit can be found as  Exhibit
          10(j) 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.)

   4(l)   Amendment, effective  as of November  19, 1993, to



</page>
<PAGE>


          the Company's Stock Option Plan, as amended and restated as
          of August  16, 1993.  (This exhibit can be found as  Exhibit
          10(k) 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.)

   4(m)   Amendment,  adopted  March  30,  1994,  to  the Company's
          Stock Option Plan.  (This exhibit can be  found  as Exhibit
          10(l)  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.)


   4(n)   The Company's Deferred  Share Plan, amended and restated as
          of August  16, 1993.  (This exhibit can be found as  Exhibit
          10(m) 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.)


   4(o)   Amendment,  effective as of  November 19, 1993, to
          the Company's Deferred  Share Plan, as  amended and
          restated as of August  16, 1993.  (This exhibit can be found
          as  Exhibit 10(n) 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.)


   4(p)   Stock Option  Agreement, dated  as of  June 27, 1988,
          between the Company, as successor to WCK, and Mel  Karmazin.
          (This exhibit  can be found as Exhibit (c)  (2) to the
          Statement on  Schedule 13E 3  filed pursuant  to Rule 13e-3
          by WCK,  the Management Investors (Michael A. Wiener, Gerald
          Carrus and Mel Karmazin) and the Company and is incorporated
          herein by reference.)


   4(q)   Amendment  Agreement, dated  as of  August  2, 1988,  to
          Stock  Option Agreement dated  as of June 27, 1988, between
          the  Company, as successor to WCK, and Mel Karmazin.  (This
          exhibit can be found as Exhibit 9(c) (7) to Amendment No. 3
          to Schedule 14D-1  filed by  the  Company as successor to
          WCK and  is incorporated herein by reference.)

   4(r)   Amendment  No. 1  to  Stock  Option  Agreement, dated  as
          of  October  14,  1988,  between the Company and Mel
          Karmazin.  (This exhibit can be found as Exhibit  4(l) to
          the  Company's Annual Report on Form 10-K for the year ended
          December 25, 1988 (File No. 0-14702) and is incorporated
          herein by reference.)




</page>
<PAGE>







   4(s)   Warrant Certificate, dated September  30, 1991, certifying
          that  Mel Karmazin  is the  owner of warrants to purchase
          shares of Class  A Common Stock,  par  value  $.002  per
          share,  of  the Company.  (This exhibit can be found as
          Exhibit 10(p) to the  Company's Registration  Statement on
          Forms  S-1 and S-3  (Registration No. 33-46118) and is
          incorporated herein by reference.)

   5      Opinion of  Debevoise  &  Plimpton  as  to  the
          validity of the securities being offered.

  23(a)   Consent of KPMG Peat Marwick LLP.

  23(b)   Consent of Debevoise & Plimpton.  (Included  in
          Exhibit 5.)

  24      Powers of Attorney.  (Included on the signature
          pages hereof.)






</page>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 26606}]
{"company-data": {"conformed-name": "INFINITY BROADCASTING CORP", "cik": "0000792863", "assigned-sic": "4832", "irs-number": "132766282", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-55477", "film-number": "94549125"}, "business-address": {"street1": "600 MADISON AVE", "city": "NEW YORK", "state": "NY", "zip": "10022", "phone": "2127506400"}, "mail-address": {"street1": "600 MADISON AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10022"}}
As filed with the Securities and Exchange
                                 Commission on September 15, 1994

                                      Registration No. 33-

    __________________________________________________________________

                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

                                 ___________________

                                       FORM S-8

               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                 ___________________

                          INFINITY BROADCASTING CORPORATION
                (Exact name of registrant as specified in its charter)

             Delaware                                  13-2766282
   (State or other jurisdiction of                   (I.R.S. Employer
   incorporation or organization)                   Identification No.)

                                  600 Madison Avenue
                              New York, New York  10022
                       (Address of principal executive offices)

                 Infinity Broadcasting Corporation Stock Option Plan,
                    Deferred Share Plan and Stock Option Agreement
                              (Full titles of the plans)

                                    Farid Suleman
                  Vice President-Finance and Chief Financial Officer
                          Infinity Broadcasting Corporation
                                  600 Madison Avenue
                              New York, New York  10022
                                    (212) 750-6400
              (Name, address and telephone number of agent for service)

         ___________________________________________________________________

                    Approximate date of commencement of proposed 
                      sale of the securities:  From time to time
                           after the effective date of this
                               Registration Statement.
CALCULATION OF REGISTRATION FEE

_________________________________________________________________

                               Proposed  Proposed
                               maximum   maximum
 Title of                      offering  aggregate   Amount of
 securities to  Amount to be   price per offering    registration
 be registered  registered (1) share     price       fee
 _____________  _____________  _________ _________   ____________

 Class A
 Common
 Stock, par
 value $.002
 per share   2,600,000 shares(2)  (3)  $79,462,500(4)  $27,400.86

_________________________________________________________________

(1)   In addition to the 2,664,350 shares of Class A Common Stock
     and  the 187,500 shares of  Class B Common  Stock, par value
     $.002  per   share,  already  registered   pursuant  to  the
     Registrant's Registration Statement on Form S-8(Registration
     No. 33-45977 and 33-56938).

(2)  Includes 600,000 shares of Class A Common Stock issuable upon
     conversion of Class B Common Stock.

(3)  Not applicable

(4)  Estimated pursuant to Rule 457(h) solely for the purpose  of
     determining the registration fee.   The above calculation is based on an
     assumed  price of $30.5625 per share,  the average of the high and low
     prices for the Registrant's Class A Common Stock on September 14, 1994,
     as quoted on the National Association of Securities Dealers
     Automated Quotation National Market System.
The  contents  of  the  Registrant's  Registration Statement on Form S-8
(Registration No. 33-56938)  and (Registration  No. 33-45977), other than
(i) the last paragraph of Item 6 thereof and (ii) Item 8 thereof, are hereby
 _                                            __
incorporated   by   reference   in  this  Registration Statement.

     The  following  additional  information  regarding indemnification
of directors  and officers is  provided pursuant to  Item  6 and
supersedes such  supplemental information appearing in Registration No.
33-56938:

     The Company has executed indemnity agreements with Messrs.  Batkin,
Carrus, Karmazin,  Lerman, Suleman and Wiener that require  it to
indemnify these  individuals for liabilities incurred by  them because
of an act  or omission or  neglect or breach of  duty committed while
acting in the capacity of an officer or director of the Company, to  the
full extent  permitted by the  laws of the State of Delaware.  Certain
actions, including acts for which  indemnification is  found by  a court
to  be illegal  and  contrary to  public policy,  are excluded from the
coverage of  the agreements.   Mr. Karmazin's employment  agreement
requires the Company to indemnify Mr.  Karmazin  to  the   fullest
extent  permitted  by applicable Delaware law.

     The following additional  information is  provided pursuant to Item 8:

     Item 8.  Exhibits

     Exhibit             Description of Exhibit
     _______             ______________________

       4(a)    Restated Certificate of Incorporation  of the
               Company, as amended October 22,  1993.  (This exhibit can be
               found  as  Exhibit  3 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.)

       4(b)    Amended and Restated  By-Laws of the Company.
               (This exhibit  can be  found as Exhibit  3(b) to  the
               Company's Registration  Statement on Forms S-1 and S-3
               (Registration No. 33-46118) and is incorporated herein by
               reference.)

       4(c)    Securities  Purchase  Agreement, dated  as of
               September 30, 1991, by and among the Company, Michael   A.
               Wiener,  Gerald   Carrus,  Mel Karmazin, and Shearson
               Lehman Hutton Capital Partners II,  L.P.,  Shearson  Lehman
Hutton. Merchant Banking  Portfolio Partnership L.P.,
               Shearson Lehman  Hutton  Offshore Investment Partnership
               L.P., and  Shearson Lehman Hutton Offshore Investment
               Partnership Japan  L.P. (collectively, the   "Lehman
               Investors"). (This exhibit can be found as Exhibit 2(a) to
               the Company's   Quarterly Report on Form 10-Q for  the
               quarter  ended  September  30, 1991 (File No. 0-14702) and
               is incorporated herein by reference.)

       4(d)    Indenture,  dated  as  of  March   24,  1992, between
               the Company and Bank of Montreal Trust Company, as
               Trustee. (This exhibit can be found as Exhibit 4(c) to the
               Company's Registration Statement on Form  S-3 (Registration
               No.  33- 61348)   and   is   incorporated  herein   by
               reference.)

       4(e)    Amended and Restated Stockholders' Agreement,
               dated  as  of  February 5,  1992,  among  the Company,
               Michael  A. Wiener,  Gerald Carrus, Mel Karmazin  and the
               Lehman  Investors.   (This exhibit can  be found as Exhibit
               4(j) to the Company's Registration Statement on Forms S-1
               and  S-3 (Registration  No. 33-46118)  and is incorporated
               herein by reference.)

       4(f)    Warrant Certificate, dated January  28, 1992,
               certifying   that   Shearson  Lehman   Hutton Capital
               Partners  II  L.P.  is the  owner  of warrants to purchase
               1,051,977 shares of Class C Common Stock, par value $.002
               per share, of the Company.  (This exhibit can  be  found as
               Exhibit  4(l) to the  Company's  Registration Statement on
               Forms S-1 and S-3 (Registration No. 33-46118)  and  is
               incorporated   herein  by reference.)

       4(g)    Warrant Certificate, dated January  28, 1992,
               certifying  that   Lehman  Brothers  Merchant Banking
               Portfolio  Partnership  L.P. is  the owner of warrants to
               purchase 1,547,373 shares of Class  C  Common Stock, par
               value $.002 per share, of the Company.   (This exhibit can
               be found   as  Exhibit  4(m)  to  the  Company's
               Registration Statement  on Forms S-1  and S-3 (Registration
               No. 33-46118) and is incorporated herein by reference.)

       4(h)    Warrant Certificate, dated December 14, 1993, certifying
               that Shearson Lehman Hutton Offshore Investment Partnership
               L.P. is the owner of warrants to purchase 769,465 shares  of
               Class C Common Stock, par  value $.002 per  share, of the
Company.  (This exhibit  can be  found  as Exhibit 4(j)  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.)

       4(i)    Warrant Certificate, dated December 14, 1993, certifying
               that  Shearson Lehman Hutton Offshore Investment Partnership
               Japan L.P. is the owner of warrants to purchase 2,317,522
               shares of Class C Common  Stock, par  value $.002 per share,
               of the Company. (This exhibit can be found as Exhibit 4(k)
               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.)

       4(j)    Securities  Exchange  Agreement, dated  as of January 28,
               1992, among the  Company and the Lehman Investors.  (This
               exhibit can be found as Exhibit 4(p) to the Company's
               Registration Statement on Forms  S-1 and S-3 (Registration
               No.  33-46118) and is  incorporated herein by reference.)

       4(k)    The Company's Stock Option Plan, amended and restated  as
               of  August  16,  1993. (This exhibit can be  found as
               Exhibit  10(j) 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.)

       4(l)    Amendment, effective as of November 19, 1993, to  the
               Company's Stock Option Plan, as amended and restated as
               of  August  16, 1993. (This exhibit can be found as Exhibit
               10(k) 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.)

       4(m)    Amendment,  adopted  March 30,  1994,  to the Company's
               Stock Option Plan.   (This exhibit can be found  as
               Exhibit  10(l) 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.)

       4(n)    The  Company's Deferred Share  Plan, amended and restated as
               of  August  16,  1993.    (This exhibit can  be found  as
               Exhibit  10(m) 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.)
4(o)    Amendment, effective as of November 19, 1993, to  the Company's
               Deferred  Share  Plan,  as amended and  restated as of August
               16, 1993. (This exhibit  can be found  as Exhibit 10(n) 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.)

       4(p)    Stock Option Agreement, dated  as of June 27, 1988,  between
               the  Company, as  successor to WCK,  and Mel Karmazin.
               (This exhibit can be found  as Exhibit (c)  (2) to the
               Statement on Schedule 13E-3  filed pursuant  to Rule  13e-3
               by WCK, the Management Investors (Michael A. Wiener, Gerald
               Carrus and Mel Karmazin) and the Company and is incorporated
               herein by reference.)

       4(q)    Amendment  Agreement, dated  as of  August 2, 1988, to Stock
               Option Agreement dated  as of June  27,  1988,   between
               the  Company,  as successor to  WCK, and  Mel Karmazin.
               (This exhibit can  be found as Exhibit  9(c) (7) to
               Amendment No.  3 to  Schedule 14D-1  filed by the
               Company  as   successor   to   WCK   and  is incorporated
               herein by reference.)

       4(r)    Amendment  No. 1  to Stock  Option Agreement, dated  as of
               October 14,  1988,  between the Company and Mel Karmazin.
               (This  exhibit can be found as Exhibit 4(l) to the Company's
               Annual Report  on  Form  10-K  for  the  year ended December
               25,  1988  (File  No.  0-14702)  and is incorporated herein
               by reference.)

       4(s)    Warrant Certificate, dated September 30, 1991, certifying that
               Mel Karmazin  is  the owner of warrants to purchase  shares
               of Class A Common Stock, par value $.002 per share, of the
               Company. (This exhibit can  be  found  as Exhibit 10(p)  to
               the Company's  Registration Statement on Forms S-1 and S-3
               (Registration No. 33-46118)  and  is incorporated herein  by
               reference.)

       5       Opinion  of Debevoise  &  Plimpton as  to the
               validity of the securities being offered.

      23(a)    Consent of KPMG Peat Marwick LLP.

      23(b)    Consent of Debevoise  & Plimpton.   (Included
               in  Exhibit 5.)

      24       Powers  of  Attorney.  (Included  on   the
               signature pages hereof.)
SIGNATURES

          The Registrant.   Pursuant to the  requirements of the Securities
          ______________
          Act of 1933,  the Registrant  certifies that it has reasonable
          grounds to believe that it meets all the  requirements for filing
          on Form S-8 and has duly caused this Registration Statement to be
          signed on its behalf by the undersigned, thereunto duly
          authorized, in the City of New York, State of New York, on the
          14th day of September, 1994.

                             INFINITY BROADCASTING CORPORATION

                             By: /s/ Mel Karmazin
                                ____________________________
                                Mel Karmazin
                                President  and Chief
                                Executive Officer

                        POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mel Karmazin and Farid Suleman,
and each of them, his true and lawful attorneys-in-fact and agents, with
full power of  substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any or all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in  connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power
and authority to do and perform  each and every act and thing requisite
and necessary to be done as fully  and to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                 Title                Date
                _________                 _____                ____

         /s/ Michael A. Wiener   Chairman of the Board   September 13, 1994
         ______________________  and Secretary,
         Michael A. Wiener       Director

         /s/ Gerald Carrus       Co-Chairman of the      September 13, 1994
         ______________________  Board and Treasurer,
         Gerald Carrus           Director

         /s/ Mel Karmazin        President and Chief     September 13, 1994
         ______________________  Executive Officer,
         Mel Karmazin            Director

         /s/ Farid Suleman       Vice President-         September 13, 1994
         ______________________  Finance and Chief
         Farid Suleman           Financial and
                                 Accounting Officer,
                                 Director

         /s/ James A. Stern      Director                September 13, 1994
         ______________________
         James A. Stern

         /s/ James L. Singleton  Director                September 13, 1994
         ______________________
         James L. Singleton

         /s/ Steve A. Lerman     Director                September 13, 1994
         ______________________
         Steve A. Lerman

         /s/ Alan R. Batkin      Director                September 13, 1994
         ______________________
         Alan R. Batkin
Exhibit Index
                            _____________
                                                                  Sequentially
                                                                    Numbered
Exhibit             Description of Exhibit                            Page
_______             ______________________                        ____________

   4(a)   Restated  Certificate  of Incorporation  of the Company, as
          amended October  22, 1993.   (This exhibit  can  be  found
          as Exhibit  3  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.)

   4(b)   Amended and Restated  By-Laws of the Company. (This exhibit
          can be found as  Exhibit 3(b) to the Company's Registration
          Statement  on Forms  S-1 and S-3 (Registration  No.
          33-46118) and is incorporated herein by reference.)

   4(c)   Securities  Purchase  Agreement,  dated  as  of September
          30, 1991, by  and among the  Company, Michael A. Wiener,
          Gerald Carrus, Mel Karmazin, and Shearson Lehman Hutton
          Capital Partners II, L.P., Shearson Lehman  Hutton Merchant
          Banking Portfolio  Partnership  L.P.,  Shearson  Lehman
          Hutton  Offshore  Investment Partnership  L.P., and Shearson
          Lehman   Hutton  Offshore  Investment Partnership Japan
          L.P.   (collectively,  the "Lehman Investors").   (This
          exhibit can  be found as Exhibit 2(a) to the Company's
          Quarterly Report on Form 10-Q for the quarter  ended
          September 30, 1991  (File No. 0-14702)  and is  incorporated
          herein by reference.)

   4(d)   Indenture, dated  as of March 24, 1992, between the Company
          and Bank of Montreal Trust Company, as  Trustee.   (This
          exhibit can  be found  as Exhibit  4(c)  to  the  Company's
          Registration Statement on  Form  S-3 (Registration  No.  33-
          61348) and is incorporated herein by reference.)

   4(e)   Amended  and Restated  Stockholders' Agreement, dated  as of
          February  5,  1992,   among  the Company, Michael A.
          Wiener,  Gerald  Carrus,  Mel Karmazin and  the Lehman
          Investors.   (This exhibit can be found  as Exhibit 4(j)  to
          the Company's Registration  Statement on Forms  S-1 and  S-3
          (Registration No. 33-46118) and is incorporated
          herein by reference.)

   4(f)   Warrant  Certificate,  dated January  28, 1992, certifying
          that Shearson Lehman  Hutton Capital Partners II  L.P. is
          the owner of  warrants to purchase 1,051,977  shares  of
          Class  C  Common Stock,  par  value  $.002  per  share,  of
          the Company.  (This exhibit can be found as Exhibit 4(l) to
          the Company's  Registration Statement  on Forms S-1 and S-3
          (Registration No.  33-46118) and is incorporated herein by
          reference.)
4(g)   Warrant  Certificate,  dated January  28, 1992, certifying
          that  Lehman  Brothers  Merchant Banking Portfolio
          Partnership L.P. is the owner of warrants  to purchase
          1,547,373 shares of Class C Common Stock, par value $.002
          per share, of the Company.  (This exhibit can be found as
          Exhibit 4(m) to the Company's Registration Statement on
          Forms S-1  and S-3 (Registration  No. 33-46118) and is
          incorporated herein by reference.)

   4(h)   Warrant Certificate, dated  December 14,  1993, certifying
          that Shearson Lehman Hutton Offshore Investment  Partnership
          L.P. is  the  owner of warrants to purchase 769,465 shares
          of Class C Common Stock, par value $.002 per share, of the
          Company.  (This exhibit can be found as Exhibit 4(j) 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.)

   4(i)   Warrant Certificate, dated  December 14,  1993, certifying
          that Shearson Lehman Hutton Offshore Investment Partnership
          Japan L.P. is  the owner of  warrants  to purchase
          2,317,522  shares of Class  C  Common  Stock, par  value
          $.002  per share, of  the Company.  (This exhibit  can be
          found as Exhibit  4(k) 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.)

   4(j)   Securities  Exchange  Agreement, dated  as of January 28,
          1992, among  the  Company and the Lehman Investors.   (This
          exhibit can be  found as Exhibit  4(p)  to  the Company's
          Registration Statement  on Forms  S-1 and  S-3 (Registration
          No. 33-46118)   and   is  incorporated herein  by
          reference.)

   4(k)   The  Company's Stock  Option Plan,  amended and restated as
          of August  16, 1993.  (This exhibit can be found as  Exhibit
          10(j) 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.)

   4(l)   Amendment, effective  as of November  19, 1993, to
the Company's Stock Option Plan, as amended and restated as
          of August  16, 1993.  (This exhibit can be found as  Exhibit
          10(k) 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.)

   4(m)   Amendment,  adopted  March  30,  1994,  to  the Company's
          Stock Option Plan.  (This exhibit can be  found  as Exhibit
          10(l)  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.)

   4(n)   The Company's Deferred  Share Plan, amended and restated as
          of August  16, 1993.  (This exhibit can be found as  Exhibit
          10(m) 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.)

   4(o)   Amendment,  effective as of  November 19, 1993, to
          the Company's Deferred  Share Plan, as  amended and
          restated as of August  16, 1993.  (This exhibit can be found
          as  Exhibit 10(n) 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.)

   4(p)   Stock Option  Agreement, dated  as of  June 27, 1988,
          between the Company, as successor to WCK, and Mel  Karmazin.
          (This exhibit  can be found as Exhibit (c)  (2) to the
          Statement on  Schedule 13E 3  filed pursuant  to Rule 13e-3
          by WCK,  the Management Investors (Michael A. Wiener, Gerald
          Carrus and Mel Karmazin) and the Company and is incorporated
          herein by reference.)

   4(q)   Amendment  Agreement, dated  as of  August  2, 1988,  to
          Stock  Option Agreement dated  as of June 27, 1988, between
          the  Company, as successor to WCK, and Mel Karmazin.  (This
          exhibit can be found as Exhibit 9(c) (7) to Amendment No. 3
          to Schedule 14D-1  filed by  the  Company as successor to
          WCK and  is incorporated herein by reference.)

   4(r)   Amendment  No. 1  to  Stock  Option  Agreement, dated  as
          of  October  14,  1988,  between the Company and Mel
          Karmazin.  (This exhibit can be found as Exhibit  4(l) to
          the  Company's Annual Report on Form 10-K for the year ended
          December 25, 1988 (File No. 0-14702) and is incorporated
          herein by reference.)
4(s)   Warrant Certificate, dated September  30, 1991, certifying
          that  Mel Karmazin  is the  owner of warrants to purchase
          shares of Class  A Common Stock,  par  value  $.002  per
          share,  of  the Company.  (This exhibit can be found as
          Exhibit 10(p) to the  Company's Registration  Statement on
          Forms  S-1 and S-3  (Registration No. 33-46118) and is
          incorporated herein by reference.)

   5      Opinion of  Debevoise  &  Plimpton  as  to  the
          validity of the securities being offered.

  23(a)   Consent of KPMG Peat Marwick LLP.

  23(b)   Consent of Debevoise & Plimpton.  (Included  in
          Exhibit 5.)

  24      Powers of Attorney.  (Included on the signature
          pages hereof.)