As filed with the Securities and Exchange Commission on July 22, 1996
                              Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 --------------

                              FORM S-8 and FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                  ------------

                       AMERICAN RADIO SYSTEMS CORPORATION
               (Exact name of issuer as specified in its charter)

        Delaware                                            04-3200160
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                          Identification No.)


               116 Huntington Avenue, Boston, Massachusetts 02116
           (Address of Principal Executive Offices including zip code)
                                  -------------

          American Radio Systems Amended and Restated Stock Option Plan
                           (Full titles of the plans)
                                  ------------

                                 Steven B. Dodge
                       American Radio Systems Corporation
                              116 Huntington Avenue
                          Boston, Massachusetts, 02116
                                 (617) 375-7500
            (Name, address and telephone number of agent for service)
                                  -------------

                                    Copy to:
                             Norman A. Bikales, Esq.
                            Sullivan & Worcester LLP
                             One Post Office Square
                           Boston, Massachusetts 02109
                                 (617) 338-2800
                                ----------------

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

         If any of the  securities  being  registered  on  this  Form  are to be
offered  on a  delayed  or  continuous  basis  pursuant  to Rule 415  under  the
Securities Act of 1933, check the following box. |X|


<PAGE>



         If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. |_|

         If this  Form is a  post-effective  amendment  filed  pursuant  to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act  registration   statement  number  of  the  earlier  effective  registration
statement for the same offering. |_|

         If delivery of the  prospectus  is expected to be made pursuant to Rule
434, please check the following box. |_|
                                 ---------------
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE


                                                                 Proposed         Proposed Maximum
  Title of Securities                 Amount to be          Maximum Offering         Aggregate                   Amount of
   to be Registered                  Registered(1)          Price Per Share(2)    Offering Price(2)           Registration Fee
   ----------------                  -------------          ------------------    -----------------           ----------------
<S>                                  <C>                       <C>                  <C>                       <C>

Class B Common
Stock, par value $.01
per share                                703,200                 $    6.375           $4,482,900                $ 1,545.83
Class B Common
Stock, par value $.01
per share                                 55,200                 $    9.00            $  496,800                $   171.31
Class B Common
Stock, par value $.01
per share                                100,000                 $    9.90            $  990,000                $   341.38
Class B Common
Stock, par value $.01
per share                                278,000                 $    9.875           $2,745,250                $   946.64
Class B Common
Stock, par value $.01
per share                                 10,000                 $   15.00            $  150,000                $    51.72
Class B Common
Stock, par value $.01
per share                                 30,000                 $   22.25            $  667,500                $   230.17
Class B Common
Stock, par value $.01
per share                                 40,000                 $   23.75            $  950,000                $   327.59
Class B Common
Stock, par value $.01
per share                                229,500                 $   25.00            $5,737,500                $ 1,978.45
Class B Common
Stock, par value $.01
per share                                 19,000                 $   30.75            $  584,250                $   201.47
Class B Common
Stock, par value $.01
per share                                  3,000                 $   34.50            $  103,500                $    35.69



<PAGE>




Class B Common
Stock, par value $.01
per share                                 15,000                  $   39.125         $   586,875                $    202.37
Class B Common
Stock, par value $.01
per share                                 89,900                  $   37.29          $ 3,352,371                $  1,155.99
Class A Common
Stock, par value $.01
per share                                400,000                  $   37.29          $14,916,000                $  5,143.45

Class A Common
Stock, par value $.01
per share                              1,572,800(3)               $   37.29          $58,649,712                    (4)
                                       ---------                                     -----------                 ----------
TOTAL                                  3,545,600                                     $94,412,658                 $12,332.06

<FN>
(1)      Includes 1,478,100 shares of Class B Common Stock to be issued upon the
         exercise  of  options   granted   under  the  American   Radio  Systems
         Corporation  Amended and  Restated  Stock  Option Plan  ("Stock  Option
         Plan"),  up to  89,900  shares  of the  Class B Common  Stock or 89,900
         shares  of Class A Common  Stock and  400,000  shares of Class A Common
         Stock  which may be issued  under  options  which may in the  future be
         granted  under the Stock Option Plan and 4,800 shares of Class B Common
         Stock  issued  and  outstanding  pursuant  to the  exercise  of options
         granted under the Stock Option Plan. Also registered hereunder are such
         additional  number of shares of Class A Common Stock and Class B Common
         Stock,  presently  indeterminable,  as may be  necessary to satisfy the
         antidilution provisions of the Stock Option Plan.
(2)      Pursuant to Rule 457(h),  the maximum aggregate offering price has been
         calculated  with  respect to 89,900  shares of Class B Common Stock and
         400,000 shares of Class A Common Stock  registered  hereby on the basis
         of the  average of the high and low prices of the Class A Common  Stock
         on the Nasdaq  National  Market on July 19,  1996;  and with respect to
         1,482,900  shares of Class B Common  Stock on the basis of the price at
         which  options  relating to such  shares have been or may be  exercised
         under the plans to which this Registration Statement relates.
(3)      Consists of  1,572,800  shares of Class A Common  Stock  issuable  upon
         conversion of the Class B Common Stock registered  hereby or instead of
         any of the  89,900  shares of Class B Common  Stock not yet  subject to
         options under the Stock Option Plan.
(4)      No additional registration fee required pursuant to Rule 457(i).
</FN>
</TABLE>

<PAGE>




                       AMERICAN RADIO SYSTEMS CORPORATION
                              CROSS REFERENCE SHEET

                    Pursuant to Item 501(b) of Regulation S-K


Item
No.     Description in Form S-3               Caption or Location in Prospectus
1.   Forepart of the Registration
     Statement and Outside Front
     Cover Page of Prospectus.............    Forepart and Outside Front 
                                                Cover Page
2.   Inside Front and Outside Back Cover
     Pages of Prospectus..................    Inside Front Cover Page; Available
                                                Information; Incorporation of 
                                                Documents by Reference
3.   Summary Information, Risk
     Factors and Ratio of
     Earnings to Fixed Charges............    Risk Factors
4.   Use of Proceeds......................    Plan of Distribution
5.   Determination of Offering Price......    Cover Page
6.   Dilution.............................    Not applicable
7.   Selling Security Holders.............    Selling Stockholders
8.   Plan of Distribution.................    Plan of Distribution
9.   Description of Securities
     to be Registered.....................    Incorporation of Documents by
                                                Reference
10.  Interests of Named Experts
     and Counsel..........................    Legal Matters
11.  Material Changes.....................    Not Applicable
12.  Incorporation of Certain
     Information by Reference.............    Incorporation of Documents by 
                                                Reference
13.  Disclosure of Commission
     Position on Indemnification for
     Securities Act Liabilities...........    Not Applicable



<PAGE>




                                EXPLANATORY NOTE

         This Registration Statement contains two parts. The first part contains
a Reoffer Prospectus ("Prospectus") prepared in accordance with the requirements
of Part I of Form S-3 (in accordance with Section C of the General  Instructions
to Form S-8) which covers reoffers and resales by "affiliates"  (as that term is
defined in Rule 405 of the General Rules and  Regulations  under the  Securities
Act of 1933,  as  amended  (the  "Securities  Act")) of shares of Class A Common
Stock,  par value $.01 per share ("Class A Common"),  of American  Radio Systems
Corporation ("American" or the "Company") which may be issued to persons who may
be deemed  "affiliates"  of American  pursuant to the Amended and Restated Stock
Option Plan, as amended, of American (the "Stock Option Plan") as follows:

    (i)      upon the exercise of options to acquire Class A Common Stock; and

    (ii)     upon the  conversion  of shares of Class B Common  Stock,  par
             value $.01 per share  ("Class B  Common"),  received  upon the
             exercise of options to acquire Class B Common.

The second part contains  "Information  Required in the Registration  Statement"
pursuant to Part II of Form S-8. Pursuant to the Note to Part I of Form S-8, the
plan  information  specified  by Part I is not  filed  with the  Securities  and
Exchange  Commission  (the   "Commission"),   but  a  document  containing  such
information  has been sent or given to each employee  eligible to participate in
the Stock Option Plan as specified by Rule 428(b)(1) under the Securities Act.




<PAGE>




REOFFER PROSPECTUS

                       AMERICAN RADIO SYSTEMS CORPORATION

                     986,000 Shares of Class A Common Stock
                           ($.01 par value per share)

         This Prospectus relates to 986,000 shares of Class A Common Stock, $.01
par value per share (the "Class A Common") of American Radio Systems Corporation
("American"  or the  "Company"),  which  may be  sold  from  time to time by the
selling  stockholders  named herein (the  "Selling  Stockholders").  The Class A
Common is issuable to the Selling Stockholders pursuant to and upon the exercise
of options to purchase  Class A Common and Class B Common Stock,  par value $.01
per share (the  "Options"),  granted or which may be granted  under the American
Radio  Systems  Corporation  Amended and Restated  Stock Option Plan, as amended
(the "Stock  Option  Plan").  The Company has received or will  receive  various
amounts  ranging  from $6.375 to $39.125 for each share issued upon the exercise
of  Options  previously  granted  and may  receive  various  amounts,  presently
indeterminable, upon the exercise of Options which may be granted in the future.
The Company  will not receive any of the  proceeds  from the sale of the Class A
Common by the Selling  Stockholders.  All expenses of  registration  incurred in
connection  with this  offering are being borne by the Company,  but all selling
and other expenses  incurred by the Selling  Stockholders in connection with the
sale of the Class A Common will be borne by them.

         The Company is not aware of any underwriting  arrangements with respect
to the sale by the Selling Stockholders of any of the shares offered hereby.

         The Class A Common may be offered by or for the  account of the Selling
Stockholders,  from time to time, on the Nasdaq  National Market or on any stock
exchange  on which  the Class A Common  may be  listed  at the time of sale,  in
negotiated  transactions,  or through a combination  of such methods of sale, at
fixed prices which may be changed,  at market  prices  prevailing at the time of
sale,  at prices  related to such  prevailing  market  prices,  or at negotiated
prices. The Selling Stockholders may effect such transactions by selling Class A
Common to or through  broker-dealers who may receive compensation in the form of
discounts,  concessions or commissions from the Selling  Stockholders and/or the
purchasers of Class A Common for whom such broker-dealers may act as agent or to
whom they sell as  principal,  or both,  which  compensation  as to a particular
broker-dealer  might be in excess of customary  commissions.  Any  broker-dealer
acquiring Class A Common from a Selling Stockholder may sell such Class A Common
in its normal market making activities,  through other brokers on a principal or
agency basis,  in  negotiated  transactions,  or through a  combination  of such
methods. See "Selling Stockholders" and "Plan of Distribution".

               For a discussion of certain factors that should be
           considered in connection with an investment in the Class A
                      Common, see "Risk Factors" on page 1.

    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
       AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
         THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE COMMISSION
          PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
              REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.



<PAGE>



                              AVAILABLE INFORMATION

         American is subject to the  information  requirements of the Securities
Exchange  Act or 1934,  as amended  (the  "Exchange  Act"),  and, in  accordance
therewith,  files reports,  proxy  statements,  and other  information  with the
Securities  and Exchange  Commission  (the  "Commission").  Such reports,  proxy
statements  and other  information  can be  inspected  and  copied at the public
reference  facilities  maintained by the  Commission at 450 Firth Street,  N.W.,
Washington,  D.C. 20549, and at the following Regional  Officers:  the Northeast
Regional Office, Seven World Trade Center, Suite 1300, New York, New York 10048,
and the Midwest Regional Office, Citicorp Center, 500 West Madison Street, Suite
1400, Chicago,  Illinois 60661-2511.  Copies of such material can be obtained by
written request from the Public Reference Section of the Commission at 450 Fifth
Street, N.W, Washington, D.C. 205749, at prescribed rates. The Class A Common is
traded on the  Nasdaq  National  Market  with an  office  at 1735 K Street,  NW,
Washington,  DC 20006-150 and the Company's  reports and proxy statements may be
inspected at such office.

         A registration statement on Form S-8/S-3, together with all amendments,
exhibits and  documents  incorporated  therein by reference  (the  "Registration
Statement"),  has been filed with the  Commission  under the  Securities  Act of
1933,  as amended  (the  "Securities  Act"),  with respect to the Class A Common
offered  by  this  Prospectus.  This  Prospectus  does  not  contain  all of the
information  set  forth  in  the  Registration  Statement.  Statements  in  this
Prospectus as to the contents of exhibits are not necessarily complete, and each
statement  is  qualified in all respects by reference to the copies of documents
filed or incorporated by reference as exhibits to the Registration  Statement or
otherwise filed with the Commission.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following  documents (or parts thereof filed with the Commission by
the Company are incorporated by reference in this Prospectus:  (a) the Company's
Annual Report on Form 10-K for the fiscal year ended  December 31, 1995; (b) the
Company's  Quarterly  Report on Form 10-Q and 10-Q/A for the quarter ended March
31, 1996; (c) the Company's  Definitive Proxy  Statement,  dated April 24, 1996,
for the  Annual  Meeting of  Stockholders  to be held on May 22,  1996;  (d) the
description of the Class A Common Stock contained in the Company's  registration
statement  on Form 8-A dated May 12,  1995  (File No.  0-26102),  including  any
amendments or reports filed for the purpose of updating  such  description;  (e)
the  description  of  the  stock  of the  Company  contained  in  the  Company's
Prospectus dated February 1, 1996 and filed with the Commission pursuant to Rule
424(b) (File No.  33-00270) and (f) the  Company's  Form 8-K relating in part to
the issuance of its 7% Convertible  Exchangeable  Preferred Stock filed with the
Commission July, 1996.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 and  15(d)  of the  Exchange  Act  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated by reference in this  registration  statement and to be part
hereof from the date of filing of such documents.  Any statement  contained in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a statement  herein,  or in any  subsequently  filed document
which  also  is or is  deemed  to be  incorporated  by  reference,  modifies  or
supersedes such statement.  Any statement so modified or superseded shall not be
deemed,  except as so  modified  or  superseded,  to  constitute  a part of this
Registration Statement.

         The Company shall furnish without charge to each person,  including any
beneficial  owner,  to whom a copy of this  Prospectus  is  delivered,  upon the
written or oral  request of such person,  copies of any or all of the  documents
which  are  incorporated  by  reference  herein  (other  than  exhibits  to such
documents,  unless such exhibits are specifically incorporated by reference into
such  documents).  Requests for copies of such documents  should be addressed to
Mr. Bruce Danziger,  American Radio Systems Corporation,  116 Huntington Avenue,
Boston, Massachusetts 02116. The Company's phone number is (617) 375-7500.


<PAGE>



                                   THE COMPANY

         American Radio Systems  Corporation  is a national  radio  broadcasting
company  which,  after giving  effect to existing  agreements  to acquire  radio
stations,  will own and operate more than 60 radio stations in 14 markets across
the United States.

                                  RISK FACTORS

         Investors should consider carefully the following factors,  in addition
to the other  information  contained in this Prospectus,  before  purchasing the
Class A Common offered hereby.  The Company's  mailing address is 116 Huntington
Avenue,  Boston,  Massachusetts  02116.  The  Company's  phone  number  is (617)
375-7500.

Financial Leverage; Debt Service Requirements

         In order to finance  acquisitions  of radio  stations  and for  general
corporate  purposes,  the Company has borrowed and expects to continue to borrow
under the senior  secured  credit  agreement  between  the Company and the banks
named therein (the "Credit Agreement"),  has issued an aggregate of $175 million
principal amount of 9% Senior Subordinated Notes due 2005 (the "Notes"), and has
issued 137,500 shares of 7% Convertible  Exchange  Preferred Stock,  liquidation
preference $1,000 per share (the "Convertible  Preferred  Stock"). A substantial
portion of the Company's cash flow from operations is required for debt service.
The Company  believes that cash flow from  operations will be sufficient to meet
debt service requirements for interest and scheduled payments of principal under
the Credit  Agreement  and the Notes,  as well as dividends  on the  Convertible
Preferred Stock.  However,  the Company's leverage could make it vulnerable to a
downturn in the  operating  performance  of its radio  stations or a downturn in
economic  conditions.  If such cash flow were not  sufficient  to meet such debt
service requirements or payments of principal,  the Company could be required to
sell equity  securities,  refinance its obligations or dispose of one or more of
its stations in order to make such scheduled payments. There can be no assurance
that the Company would be able to effect any of such  transactions  on favorable
terms.

         Borrowings  under the Credit Agreement bear interest at variable rates.
Therefore,  increases in interest rates on borrowings under the Credit Agreement
would adversely  affect the Company's  income and cash flow otherwise  available
for  principal  and  interest  requirements  and the  ability of the  Company to
implement fully its strategic  plan.  Although the Company intends to manage its
exposure to fluctuating interest rates by entering into interest rate protection
and similar agreements,  including interest rate swaps, collars and caps (all of
the foregoing  agreements being forms of derivatives)  with respect to a portion
of the  borrowings  thereunder,  there can be no assurance that the Company will
continue to be able to enter into such agreements.

Competition

         Radio  broadcasting  is a  highly  competitive  business.  Each  of the
Company's  radio stations  competes for audience share and  advertising  revenue
directly  with  other  radio  stations,  as  well as with  other  media  such as
newspapers,  television, billboards, compact discs and music videos within their
respective markets.  There are typically other  well-capitalized firms competing
in the same  geographic  markets  as the  Company,  many of which  have  greater
financial resources. With the elimination of restrictions on the number of radio
stations which may be owned nationally by a single entity and the liberalization
of local ownership  restrictions effected by the Telecommunications Act of 1996,
the radio industry is experiencing a concentration of ownership,  as a result of
which  competition  may intensify as a limited  number of larger  companies with
greater resources emerges.

         The  financial  success  of each of the  Company's  radio  stations  is
dependent  principally upon its share of the overall radio  advertising  revenue
within its  geographic  market,  its  promotion and other  expenses  incurred to
obtain that  revenue and the economic  health of the  geographic  market.  Radio
advertising  revenues are, in turn, highly dependent upon audience share.  Radio
station operators are subject to the possibility of another station

                                        1


<PAGE>



changing  programming  formats to compete directly for listeners and advertisers
or  launching  an  aggressive  promotional  campaign  in  support  of an already
existing competitive format. If a competitor,  particularly one with substantial
financial resources, were to attempt to compete in either of these fashions, the
broadcast  cash flow of the Company's  affected  station  could  decrease due to
increased  promotion  and  other  expenses  and/or  lower  advertising  revenues
resulting  from  lower  ratings.  There  can be no  assurance  that  any  one of
American's  radio  stations  will be able to maintain  or  increase  its current
audience ratings and radio advertising revenue market share.

         Radio  broadcasting  is also  subject  to  competition  from new  media
technologies  that are being  developed or  introduced,  such as the delivery of
audio  programming by cable  television  systems or the  introduction of digital
audio  broadcasting  ("DAB").  DAB may deliver by  satellite to  nationwide  and
regional  audiences,  multi-channel,  multi-format  digital radio  services with
sound  quality  equivalent  to compact  discs.  The Company  cannot  predict the
effect,  if  any,  that  any  such  new  technologies  may  have  on  the  radio
broadcasting industry.

         For information  concerning additional potential competition from other
media,  entertainment  and  telecommunication  companies  which might be able to
enter the radio broadcasting  industry in the event of legislative or regulatory
change, see "-- Regulatory Matters" below.

Control by the Principal Shareholders; Restrictions on Change of Control

         As of July 17, 1996, Steven B. Dodge, Chairman of the Board,  President
and Chief  Executive  Officer,  and Thomas H. Stoner,  Chairman of the Executive
Committee  of  the  Board,   together  with  their  affiliates  (the  "Principal
Shareholders")  owned approximately  45.12% of the combined votes of the Class A
and Class B Common  Stock,  the sole classes of voting  securities  outstanding.
Accordingly,  the Principal Shareholders will, in effect, be able to control the
vote on all matters  submitted to a vote of the holders of the Company's  Common
Stock,  except with  respect to (i) the election of two  independent  directors,
(ii) the extent the Restated  Certificate  or applicable  law requires a 66-2/3%
vote,  and (iii) those  matters  requiring  a class vote by law.  Control by the
Principal  Shareholders  may have the effect of  discouraging  certain  types of
transactions  involving an actual or potential change of control of the Company,
including  transactions  in which the holders of Class A Common might  otherwise
receive a premium for their shares over the then-current market prices.

         The Credit  Agreement and the indenture under which the Notes have been
issued  (the  "Senior  Note  Indenture"),  as  well as the  Company's  agreement
relating to the broadcast of Boston Red Sox games,  restrict  certain changes in
control of the Company,  and the  Communications  Act (as defined below) and the
rules of the Federal  Communications  Commission  (the "FCC")  require the prior
consent of the FCC to any change of control of the Company.

         In addition to the stock  ownership by the Principal  Shareholders  and
the FCC  restrictions  referred to above,  certain  provisions  of the  Restated
Certificate   of   Incorporation   of  American,   as  amended  (the   "Restated
Certificate"),  and  Delaware  law may have the effect of  discouraging  a third
party from  making an  acquisition  proposal  for the  Company  and may  thereby
inhibit a change of control of American.

Dependence on Key Personnel

         The Company's  business is partially  dependent upon the performance of
certain key  individuals,  including its  executive  officers,  station  general
manager and on-air  announcers who are well  recognized  and  established in the
markets in which the Company conducts business. The Company has not entered into
employment  agreements with any of its executive officers,  but has entered into
employment agreements,  which contain noncompete provisions, with certain of its
station  general  managers and  high-profile  on-air  announcers.  As additional
incentive, certain of the Company's general managers and executive officers have
been granted  options to purchase  shares of Class B Common which are subject to
vesting provisions over a five year period.  However,  there can be no assurance
that the Company will be able to retain such  officers,  managers or announcers,


                                        2


<PAGE>


the loss of whom could have a material adverse effect upon the Company,  or that
the Company will be able to prevent them from  competing with the Company in the
event of their  departure.  The Company does not maintain key man life insurance
on the lives of any of such officers, managers or announcers.

Pending Acquisitions/Acquisition Strategy

         Since  January 1, 1996,  the Company has  entered  into or  consummated
numerous  acquisition  agreements.  The Company  intends to continue  its active
acquisition  strategy as described in the  Company's  1995 Annual Report on Form
10-K. Inherent in such a strategy are certain risks, such as increasing leverage
and  debt  service  requirements,   combining  disparate  company  cultures  and
facilities, and operating stations in many geographically diverse markets, which
could adversely affect ratings and revenues in a given market.  Certain of these
risks may be increased to the extent that American's future  acquisitions are in
larger markets and/or involve multiple stations in several markets. Accordingly,
there  can be no  assurance  that one or more of the  Company's  past or  future
acquisitions may not have an adverse effect on its business.

         American's  Credit  Agreement  requires  the approval of the lenders to
acquisitions  above a certain  size and,  in  addition,  it and the Senior  Note
Indenture contain  borrowing limits.  There can, of course, be no assurance that
the lenders will consent to any particular  acquisition that American desires to
make or, since  American  may,  from time to time,  be at or near its  borrowing
limits,  to  increased  borrowing  levels,  and this may  inhibit the ability of
American to implement its acquisition  strategy.  The Senior Note Indenture also
contains  restrictions  which,  under  certain  circumstances,  could impede the
ability  of  American  to  make  acquisitions.  Moreover,  to  the  extent  that
acquisitions in the future are financed, either in whole or in part, through the
issuance of Common  Stock or  securities  convertible  into or  entitling  their
holders to purchase Common Stock, existing shareholders may suffer a dilution in
their holdings.

         American  competes and will continue to compete with many other buyers,
both radio  operators and financial  institutions,  for the acquisition of radio
stations.  Many of those  competitors have  significantly  greater financial and
other  resources  than those of the  Company.  In  addition,  if, as  management
believes may happen,  the prices sought by sellers of radio stations continue to
rise,  American  may  find  fewer  acceptable  acquisition  opportunities.   For
information  concerning  additional  potential  competition  from  other  media,
entertainment   and   telecommunication   companies   for   acquisitions,    see
"--Regulatory Matters" below.

         The  Company  may not be able to  implement  its  acquisition  strategy
because  of  the  application  of  FCC  multiple  and  cross  ownership   rules,
cross-interest  policy or other rules and  policies.  These  rules and  policies
could  prevent the Company  from making  future  acquisitions  if the  Principal
Shareholders  or certain other  shareholders  also have or acquire  attributable
interests in broadcast  or other media  properties.  It is not possible to know,
however,  whether future  legislative or regulatory action may change applicable
ownership  rules or policies or, if it does,  whether  such  changes  would make
those limitations more or less restrictive.

Regulatory Matters

         The radio  broadcasting  industry is subject to extensive  and changing
regulation  governing,  among other  things,  technical  operations,  ownership,
business  and  employment   practices  and  certain  types  of  program  content
(including  indecent and obscene  program  material).  The FCC  regulates  radio
broadcast  stations  pursuant  to the  Communications  Act of 1934 (as  amended,
including by the Telecommunications Act of 1996 (the "Telecommunications  Act"),
the "Communications Act"). The Communications Act permits the operation of radio
broadcast  stations only in accordance  with a license  issued by the FCC upon a
finding that the grant of a license would serve the public interest, convenience
and  necessity.  The  Communications  Act  provides  for the FCC to exercise its
licensing  authority to provide a fair,  efficient  and  equitable  distribution
broadcast  service  throughout  the United States.  Among other things,  the FCC
assigns  frequency  bands  for radio  broadcasting;  determines  the  particular
frequencies,  locations and operating power of radio broadcast stations; issues,


                                        3


<PAGE>


renews,  revokes  and  modifies  radio  broadcast  station  licenses;  regulates
transmitting  equipment use by radio broadcast  stations;  adopts and implements
regulations  and policies  that  directly or  indirectly  affect the  ownership,
operation,  program  content and  employment  and  business  practices  of radio
broadcast stations;  and has the power to impose penalties for violations of its
rules and the Communications Act.

         The FCC  also  regulates  the  ownership,  operation  and sale of radio
broadcast stations,  including those licensed to the Company. The Communications
Act prohibits the assignment of an FCC license, or the transfer of control of an
FCC licensee,  without the prior approval of the FCC. In determining  whether to
grant  requests for consents to  assignments  or transfers,  and in  determining
whether to grant or renew a radio broadcast license,  the FCC considers a number
of factors pertaining to the legal and other qualifications of the licensee (and
any proposed licensee), including restrictions on foreign ownership,  compliance
with FCC media  ownership  rules,  licensee  "character" and compliance with the
Anti-Drug Abuse Act of 1988, which allows courts to disqualify  individuals from
the benefits of federal licenses as a penalty for certain drug-related offenses.

         The Congress and the FCC have had under  consideration,  and may in the
future consider and adopt, new laws,  regulations and policies  regarding a wide
variety of matters that could,  directly or  indirectly,  affect the  operation,
ownership and profitability of the Company's radio broadcast stations, result in
the loss of audience  share and  advertising  revenues for the  Company's  radio
broadcast  stations or affect its ability to acquire  additional radio broadcast
stations or other such acquisitions.  The Company cannot predict whether or when
any proposed changes will be adopted nor can it predict what other matters might
be considered in the future,  no can it judge in advance the impact, if any, the
implementation  of any of these proposals or changes might have on its business.
See "Business--Federal  Regulations of Radio Broadcasting" in the Company's 1995
Annual Report on Form 10-K.

No Dividends

         The Company intends to retain future  earnings,  if any, for use in its
business  and does not  anticipate  paying any cash  dividends  on shares of its
Common Stock in the  foreseeable  future.  The Company is  currently  restricted
under the terms of the Credit  Agreement  and the  Senior  Note  Indenture  from
paying cash dividends on its Common Stock or its preferred stock, other than the
Convertible  Preferred  Stock,  unless certain  financial tests are met and then
only in  accordance  with a formula  based on cash flow and, with respect to the
Convertible  Preferred Stock,  only in the absence of any default.  In addition,
the  Certificate  of Designation  relating to the  Convertible  Preferred  Stock
restricts payment of dividends on the Common Stock unless all accrued and unpaid
dividends on the Convertible Preferred Stock have been paid in full.

Shares Eligible for Future Sale; Possible Adverse Effect on Future Market Prices

         Sales in the public market of substantial  amounts of shares of Class A
Common  (including shares issued upon the exercise and conversion of outstanding
options for the Class B Common),  or the perception that such sales could occur,
could depress  prevailing  market  prices for the Class A Common.  Approximately
10,030,000 shares of Common Stock have been issued or sold in transactions which
were not registered under the Securities Act ("unregistered shares"). As of July
17, 1996, approximately 77% of the Unregistered Shares were eligible for sale in
the open market under Rule 144.  Moreover,  the holders of substantially  all of
those shares,  as well as the holders of an additional  approximately 20% of the
Unregistered  Shares  which will be  eligible  for sale  pursuant to Rule 144 in
September 1996, are parties to a registration  rights agreement with the Company
pursuant to which they are  entitled  to require  the Company to register  their
shares under the Securities Act for sale publicly at any time, if holders of not
less than $10 million ($5 million in the case of a registration  on Form S-3) in
market value of Common Stock request such registration.  Those holders also have
so-called  "piggy-back"  registration rights.  American is currently eligible to
file registration statements on Form S-3.

         The Company can make no prediction as to the effect, if any, that sales
of additional  shares of Class A Common or the availability of shares for future
sale will have on the market price of the Class A Common. Such sales also may

                                        4


<PAGE>



make  it  more   difficult  for  the  Company  to  sell  equity   securities  or
equity-related  securities  in the future at a time and price  that the  Company
deems appropriate.

Possible Volatility of Stock Price

         Factors  such as market  conditions  in the radio  industry  may have a
significant impact on the market price of the Class A Common. Further, the stock
market has experienced volatility that affects the market prices of companies in
ways often  unrelated to the  operating  performance  of such  companies.  These
market fluctuations may adversely affect the market price of the Class A Common.


                              SELLING STOCKHOLDERS

         The following table sets forth as of July 17, 1996 (i) the name of each
Selling Stockholder,  (ii) the nature of any position,  office or other material
relationship which each such Selling Stockholder has had with the Company or any
of its  affiliates  within the last three  years,  (iii) the number of shares of
Class B Common and Class A Common owned by each Selling Stockholder prior to any
reoffering;  (iv) the  number  of shares  of Class A Common  available  for sale
pursuant to this Prospectus;  and (iv) the number of shares owned and percentage
ownership of each of the Class B Common and Class A Common, assuming the sale of
all Class A Common pursuant to this Prospectus.

<TABLE>
<CAPTION>
                                                              
                                                           
                                Before Reoffering(1)         Shares                             After Resale(2)
                                                            Available                 Percent of                 Percent of
 Selling Stockholder           Class A       Class B        For Sale         Class A   Class A       Class B      Class B
                               -------       -------       ----------        -------   -------       -------      -------
<S>                            <C>        <C>                <C>             <C>         <C>        <C>           <C>

Steven B. Dodge(3)              88,050     2,057,946          190,000         88,050      *          2,057,946     39.13%
John R. Gehron(4)**              5,000           -0-          210,000          5,000      *                -0-
David Pearlman(5)**              3,520           -0-          261,000          3,520      *                -0-
Joseph L. Winn(6)                2,100         7,948          245,000          2,100      *              7,948       *
James H. Duncan, Jr. (7)**       5,600         6,578           17,000          5,600      *              1,778       *
Charles D. Peebler, Jr.(8)**     2,000           -0-           13,000          2,000      *                -0-
Justin D. Benincasa(9)**           478           -0-           21,000            478      *                -0-
Michael B. Milsom(10)**            260         1,306           29,000            260      *              1,306       *
- -------------------
<FN>

* Less than 1%
** Messrs. Gehron,  Pearlman,  Duncan,  Peebler,  Benincasa and Milsom have been
included among the Selling  Stockholders in the event that they are deemed to be
"affiliates" within the meaning of Exchange Act Rule 144. Their inclusion herein
does not represent a determination by the Company that they are affiliates.  (1)
Does not  include  shares  which may be acquired  through the  exercise of stock
options, whether or not such
         stock options are presently exercisable.
(2)      Assumes conversion of all shares held by Selling Stockholders which are
         eligible for sale  pursuant to this  Prospectus  from Class B Common to
         Class A Common and subsequent resale.
(3)      Mr. Dodge is Chairman of the Board of  Directors,  President  and Chief
         Executive Officer.  Shares eligible for sale include 150,000 and 40,000
         shares of Class B Common  purchasable  under options granted on October
         1, 1994 and  January 18,  1996,  respectively,  under the Stock  Option
         Plan.  Ownership  includes  an  aggregate  of 10,050  shares of Class A
         Common and 20,832 shares of Class B Common owned by three

                                        5


<PAGE>



         trusts for the  benefit of Mr.  Dodge's  children  and 3,000  shares of
         Class  A  Common  owned  by  Mr.  Dodge's  wife.  Mr.  Dodge  disclaims
         beneficial ownership in all shares owned by such trusts and his wife.
(4)      Mr.  Gehron is Co-Chief  Operating  Officer.  Shares  eligible for sale
         include 160,000, 40,000 and 10,000 shares of Class B Common purchasable
         under  options  granted on May 23, 1994,  February 15, 1995 and January
         18, 1996, respectively.
(5)      Mr. Pearlman is Co-Chief  Operating  Officer.  Shares eligible for sale
         include  156,000,  50,000,  5,000,  30,000 and 20,000 shares of Class B
         Common purchasable under options granted on December 16, 1993, February
         15,  1995,  May  18,  1995,   June  15,  1995  and  January  18,  1996,
         respectively.  Ownership includes 520 shares of Class A Common held for
         the benefit of his children.
(6)      Mr. Winn is a director,  Treasurer and Chief Financial Officer.  Shares
         eligible for sale include 160,000,  60,000,  5,000 and 20,000 shares of
         Class B Common  purchasable under options granted on December 16, 1993,
         February  15, 1995,  May 18, 1995 and January 18,  1996,  respectively.
         Ownership  includes  100  shares  of Class A Common  held by his  minor
         daughter.
(7)      Mr. Duncan is a director of American.  Shares eligible for sale include
         10,000,  4,000  and  3,000  shares  of  Class  B  Common  purchased  or
         purchasable  under options  granted on December 16, 1993,  February 15,
         1995 and January 18, 1996, respectively.  Ownership includes 500 shares
         of Class A Common owned as follows: (i) 200 shares held by Mr. Duncan's
         spouse, (ii) 100 shares held by each of his two daughters and (iii) 100
         shares held by his spouse for his stepson.  Mr.  Duncan has  disclaimed
         beneficial ownership of these shares.
(8)      Mr. Peebler is a director of American. Shares eligible for sale include
         10,000  and 3,000  shares  of Class B Common  Stock  purchasable  under
         options granted February 15, 1995 and January 18, 1996, respectively.
(9)      Mr.  Benincasa  is  Corporate  Controller  and Vice  President.  Shares
         eligible  for sale  include  10,000,  5,000 and 6,000 shares of Class B
         Common  Stock  purchasable  under  options  granted  December 16, 1993,
         February 5, 1995 and January 18, 1996, respectively.
(10)     Mr. Milsom is General Counsel and Vice  President.  Shares eligible for
         sale  include  15,000,  9,000 and 5,000  shares of Class B Common Stock
         purchasable  under options granted December 16, 1993,  February 5, 1995
         and January 18, 1996,  respectively.  Ownership  includes 260 shares of
         Class  A  Common  held  by his  spouse  for the  benefit  of his  minor
         daughter.
</FN>
</TABLE>


                              PLAN OF DISTRIBUTION

         The  sale of the  Class A Common  by the  Selling  Stockholders  may be
effected,  from  time to time,  on the  Nasdaq  National  Market or on any stock
exchange  on which  the Class A Common  may be  listed  at the time of sale,  in
negotiated  transactions,  or through a combination  of such methods of sale, at
fixed prices which may be changed,  at market  prices  prevailing at the time of
sale,  at prices  related to such  prevailing  market  prices,  or at negotiated
prices.  The Selling  Stockholders may effect such transaction by selling shares
to or through  broker-dealers,  and such broker-dealers may receive compensation
in  the  form  of  discounts,   concessions  or  commissions  from  the  Selling
Stockholders   and/or   the   purchasers   of  Class  A  Common  for  whom  such
broker-dealers  may act as  agent or to whom  they  sell as  principal,  or both
(which  compensation  as to a  particular  broker-dealer  might be in  excess of
customary commissions).

         The Selling  Stockholders and any broker-dealers that act in connection
with  the  sale  of  the  Class  A  Common  hereunder  might  be  deemed  to  be
"Underwriters"  within the meaning of Section 2(11) of the  Securities  Act; any
commissions  received by them and any profit realized on the resale of shares as
principals might be underwriting compensation under the Securities Act.

         Any broker-dealer  acquiring shares from a Selling Stockholder may sell
the Class A Common  either  directly,  in its normal  market-making  activities,
through or to other brokers on a principal or agency basis, or to its customers.
Any such sales may be at prices then prevailing on the Nasdaq  National  Market,
at prices related to such prevailing market prices, at negotiated  prices, or at
prices reflecting the application of a combination of such methods.

                                        6


<PAGE>


         The Company has advised the Selling Stockholders that anti-manipulative
Rules  10b-5,  10b-6 and 10b-7  promulgated  under the Exchange Act may apply to
their sales in the market.  The Company has furnished  the Selling  Stockholders
with copies of these rules,  and has informed  the Selling  Stockholders  of the
possible need for them to deliver copies of this  Prospectus in connection  with
their resales of the Class A Common. The Selling  Stockholders may indemnify any
broker-dealer  that participates in transactions  involving sales of the Class A
Common against  certain  liabilities,  including  liabilities  arising under the
Securities Act. Any commissions paid or discounts or concessions  allowed to any
such  broker-dealers,  and,  if any such  broker-dealer  purchases  shares  as a
principal, any profits received on the resale of such shares may be deemed to be
underwriting discounts and commissions under the Securities Act.

         Upon the Company's being notified by any Selling  Stockholder  that any
material  arrangement has been entered into with a broker-dealer for the sale of
shares through a cross or block trade, a supplemental  prospectus  will be filed
under  Securities Act Rule 424(c),  setting forth the name of the  participating
broker-dealer(s),  the number of shares involved, the price at which such shares
were sold by the Selling  Stockholder,  the  commissions  paid or  discounts  or
concessions  allowed by the Selling  Stockholder to such  broker-dealer(s),  and
where applicable,  that such  broker-dealer(s) did not conduct any investigation
to verify the information set out in this Prospectus.

         Any shares which qualify for resale pursuant to Securities Act Rule 144
may be sold thereunder rather than pursuant to this Prospectus.

         There can be no assurance that the Selling  Stockholders  will sell all
or even any of the shares of Class A Common  which may be offered by them or any
of them hereunder.

         The Company  will not receive any  proceeds  from the sale of shares by
the Selling Stockholders.


                                 INDEMNIFICATION

         Section  145 of the  Delaware  General  Corporation  Law (the  "DGCL.")
provides, in effect, that any person made a party to any action by reason of the
fact that he is or was a director, officer, employee or agent of the Company may
and, in certain cases,  must be indemnified by the Company against,  in the case
of a non-derivative  action,  judgments,  fines,  amounts paid in settlement and
reasonable expenses (including  attorney's fees), if in either type of action he
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed to the best  interests of the Company and, in a  non-derivative  action,
which  involves a criminal  proceeding,  in which such person had no  reasonable
cause to believe his conduct was unlawful.  This indemnification does not apply,
in a derivative action, to matters as to which it is adjudged that the director,
officer,  employee or agent is liable to the Company, unless upon court order it
is determined that,  despite such adjudication of liability,  but in view of all
the circumstances of the case, he is fairly and reasonably entitled to indemnity
for expenses.

         Article XII of the  Company's  By-Laws  provides that the Company shall
indemnify each person who is or was an officer or director of the Company to the
fullest extent permitted by Section 145 of the DGCL.

         Article  Sixth of the  Company's  Restated  Certificate  states that no
director  of the  Company  shall be  personally  liable  to the  Company  or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except for (i) breach of the  director's  duty of loyalty to the  Company or its
stockholders,  (ii)  acts  or  omissions  not in good  faith  or  which  involve
intentional  misconduct  or knowing  violation  of law,  (iii)  liability  under
Section  174 of the DGCL  relating  to  certain  unlawful  dividends  and  stock
repurchases, or (iv) any transaction from which the director derived an improper
personal benefit.

                                        7


<PAGE>





                                  LEGAL MATTERS

         The validity of the Class A Common  offered  hereby will be passed upon
for the Company by Sullivan & Worcester LLP,  Boston,  Massachusetts.  Norman A.
Bikales, a member of the firm of Sullivan & Worcester LLP, is the owner of 6,000
shares of Class A Common and 41,900 shares of Class B Common.

                                     EXPERTS

         The following  financial  statements  and related  financial  statement
schedules  incorporated  herein by reference from the Company's Annual Report on
Form 10-K for the year ended December 31, 1995,  have been audited by Deloitte &
Touche  LLP,  independent  auditors,  as  stated  in their  reports,  which  are
incorporated herein by reference, and have been so incorporated in reliance upon
the reports of such firm given upon their authority as experts in accounting and
auditing:

         (1)      The consolidated  financial statements as of December 31, 1994
                  and 1995 and for the two months  ended  December  31, 1993 and
                  years  ended  December  31,  1994 and 1995 of  American  Radio
                  Systems Corporation and subsidiaries and the related financial
                  statement schedules;

         (2)      The consolidated  financial statements for the period December
                  28, 1992  through  October 31, 1993 of SBS  Holding,  Inc. and
                  subsidiary and the related financial statement schedule;

         (3)      The consolidated financial statements for the ten months ended
                  October 31, 1993 of Atlantic Radio,  L.P. and subsidiaries and
                  the related financial statement schedule;

         (4)      The  financial  statements  for the year ended August 31, 1993
                  and the two months  ended  October  31,  1993 of Multi  Market
                  Communications,  Inc.  and  the  related  financial  statement
                  schedule; and

         (5)      The  financial  statements  for the  ten  month  period  ended
                  October  31,  1993 of  Boston  AM  Radio  Corporation  and the
                  related financial statement schedule.

                                        8


<PAGE>



PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents  which have been filed by the Company with the
Commission are  incorporated by reference in and made a part of this Prospectus,
as of their respective dates:

         (a)      The  Company's  Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1995.

         (b)      The Company's Quarterly Report on Form 10-Q and 10-Q/A for the
                  quarter ended March 31, 1996.

         (c)      The  Company's  Definitive  Proxy  Statement,  dated April 24,
                  1996, for the Annual Meeting of Stockholders to be held on May
                  22, 1996;

         (d)      The  description of the Class A Common Stock  contained in the
                  Company's  registration  statement  on Form 8-A  dated May 12,
                  1995 (File No.  0-26102),  including any amendments or reports
                  filed for the purpose of updating such description;

         (e)      The  description  of the Class B Common  Stock of the  Company
                  contained in the Company's  Prospectus  dated February 1, 1996
                  and filed with the  commission  pursuant to Rule 424(b)  (File
                  No. 33-00270); and

         (f)      The  description of the Company's 7% Convertible  Exchangeable
                  Preferred  Stock  contained in the Company's Form 8-K relating
                  in  part  to  the  issuance  of  such  stock  filed  with  the
                  Commission July, 1996.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 and  15(d)  of the  Exchange  Act  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated by reference in this  Registration  Statement and to be part
hereof from the date of filing of such documents.

         Any  statement  contained  in a document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
herein,  or in any subsequently  filed document which also is or is deemed to be
incorporated by reference,  modifies or supersedes such statement. Any statement
so  modified  or  superseded  shall  not be  deemed,  except as so  modified  or
superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

         The  description of the Class B Common Stock contained in the Company's
Prospectus  dated  February  1,  1996 and  filed  with the  Securities  Exchange
Commission pursuant to Rule 424(b) are hereby incorporated by reference.

Item 5.  Interests of Named Experts and Counsel.

         The validity of the shares  offered  hereby will be passed upon for the
Company by Sullivan & Worcester LLP, Boston, Massachusetts. Norman A. Bikales, a
member of the firm of Sullivan & Worcester  LLP, is the owner of 6,000 shares of
Class A Common and 41,900 shares of Class B Common.


                                     II - 1


<PAGE>



Item 6.  Indemnification of Directors and Officers

         Section  145 of the  Delaware  General  Corporation  Law  (the  "DGCL")
provides, in effect, that any person made a party to any action by reason of the
fact that he is or was a director, officer, employee or agent of the Company may
and, in certain cases,  must be indemnified by the Company against,  in the case
of a non-derivative  action,  judgments,  fines,  amounts paid in settlement and
reasonable expenses (including  attorney's fees), if in either type of action he
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed to the best  interests of the Company and, in a  non-derivative  action,
which  involves a criminal  proceeding,  in which such person had no  reasonable
cause to believe his conduct was unlawful.  This indemnification does not apply,
in a derivative action, to matters as to which it is adjudged that the director,
officer,  employee or agent is liable to the Company, unless upon court order it
is determined that,  despite such adjudication of liability,  but in view of all
the circumstances of the case, he is fairly and reasonably entitled to indemnity
for expenses.

         Article XII of the  Company's  By-Laws  provides that the Company shall
indemnify each person who is or was an officer or director of the Company to the
fullest extent permitted by Section 145 of the DGCL.

         Article  Sixth of the  Company's  Restated  Certificate  states that no
director  of the  Company  shall be  personally  liable  to the  Company  or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except for (i) breach of the  director's  duty of loyalty to the  Company or its
stockholders,  (ii)  acts  or  omissions  not in good  faith  or  which  involve
intentional  misconduct  or knowing  violation  of law,  (iii)  liability  under
Section  174 of the DGCL  relating  to  certain  unlawful  dividends  and  stock
repurchases, or (iv) any transaction from which the director derived an improper
personal benefit.

Item 7.  Exemption from Registration Claimed

         Pursuant to the terms of the American Radio Systems Corporation Amended
and Restated  Stock Option Plan,  as amended (the "Stock  Option  Plan"),  4,800
shares  of the  Class B  Common  Stock  of the  Company  registered  for  resale
hereunder  have been issued upon  exercise  of options  granted  under the Stock
Option  Plan.  The  issuance of such  securities  has been in reliance  upon the
provisions of Rule 701 of the Securities  Act. Such securities were purchased by
James H. Duncan, a director of the Company, upon the exercise of options granted
prior to the Company becoming  subject to the reporting  requirements of Section
13 of the Securities Exchange Act of 1934, as amended.

Item 8.  Exhibits.
                                  EXHIBIT INDEX

Exhibit No.                        Description

     4.1       American Radio Systems Amended and Restated Stock Option Plan
               (incorporated by reference to Exhibit 10.10 of the Company's
               Registration Statement on Form S-1 (File No. 33-89224) as
               declared effective June 8, 1995).

     4.2       Amendment  to  American   Radio  Systems  Amended  and  Restated
               Stock Option Plan (incorporated by reference  to the  Company's
               Definitive   Proxy   Materials, dated April 24,  1996,  for the
               Annual Meeting of Stockholders, held May 22, 1996).

       5       Opinion of Sullivan & Worcester LLP.*

    23.1       Consents of Deloitte & Touche LLP.*

                                     II - 2


<PAGE>




    23.2       Consent of Sullivan & Worcester LLP  (contained  in the opinion
               of  Sullivan  &  Worcester  LLP  filed herewith as Exhibit 5).

      24       Power of Attorney (included in signature page of this 
               Registration Statement).

*Filed herewith.


Item 9.  Undertakings.

         (a)  The undersigned registrant hereby undertakes:

                  (1) to file,  during any  period in which  offers or sales are
         being made, a post-effective amendment to this Registration Statement:

         (i)      to include any prospectus  required by Section 10(a)(3) of the
                  Securities Act of 1933;

         (ii)     to reflect in the prospectus any facts or events arising after
                  the effective date of the Registration  Statement (or the most
                  recent post-effective  amendment thereof) which,  individually
                  or in the  aggregate,  represent a  fundamental  change in the
                  information set forth in the registration statement;

         (iii)    to include any material  information  with respect to the plan
                  of distribution  not previously  disclosed in the registration
                  statement or any material  change to such  information  in the
                  registration statement:

         provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
         apply if the  information  required to be included in a  post-effective
         amendment by those paragraphs is contained in periodic reports filed by
         the Company  pursuant to Section 13 or Section 15(d) of the  Securities
         Exchange  Act  of  1934  that  are  incorporated  by  reference  in the
         registration statement;

                  (2) that, for the purpose of determining  any liability  under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new  registration  statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof; and

                  (3) to remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering;

         (b) For purposes of determining  any liability under the Securities Act
of 1933, each filing of the Company's annual report pursuant to Section 13(a) or
Section 15(d) of the  Securities  Exchange Act of 1934 (and,  where  applicable,
each filing of an employee  benefit  plan's  annual  report  pursuant to Section
15(d) of the Securities  Exchange Act of 1934) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; and

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Company pursuant to the foregoing provisions,  or otherwise,  the
Company has been  advised  that in the opinion of the  Securities  and  Exchange


                                     II - 3


<PAGE>


Commission  such  indemnification  is against public policy as expressed in that
Act  and  is,  therefore,   unenforceable.   In  the  event  that  a  claim  for
indemnification  against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by  such  director,  officer  or  controlling  person  in  connection  with  the
securities  being  registered,  the Company  will,  unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against  public  policy as expressed in the  Securities  Act of 1933 and will be
governed by the final adjudication of such issue.



                                     II - 4


<PAGE>




                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of 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 Boston, Commonwealth of Massachusetts,  on the day of
July, 1996.

                                     AMERICAN RADIO SYSTEMS CORPORATION


                                     By: /s/ Steven B. Dodge
                                          Steven B. Dodge
                                          Chairman of the Board, President,
                                          Chief Executive Officer and Director

         The  undersigned  Officers  and  Directors  of American  Radio  Systems
Corporation (the "Company")  hereby severally  constitute Joseph L. Winn, Justin
D. Benincasa,  Michael B. Milsom and Norman A. Bikales, and each of them, acting
singly,  our true and  lawful  attorneys  to sign for us and in our names in the
capacities  indicated  below the  Company's  Registration  Statement on Form S-8
relating  to  the  registration  of an  aggregate  of  1,572,800  shares  of the
Company's Class B Common Stock and 1,972,800  shares of the Class A Common Stock
issued or issuable  upon the exercise of options  granted  under the Amended and
Restated American Radio Systems Stock Option Plan and any and all amendments and
supplements thereto, filed with the Securities and Exchange Commission,  for the
purpose  of  registering  such  shares,  under the  Securities  Act of 1933,  as
amended,  granting unto each of said  attorneys,  acting singly,  full power and
authority to do and perform each and every act and thing  requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person,  hereby  ratifying and confirming our signatures to
said registration  statement signed by our said attorneys and all else that said
attorneys may lawfully do and cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement has been signed below by the following persons on behalf
of the Company and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>

         Signatures                                Title                                   Date

<S>                                        <C>                                         <C>

 /s/ Steven B. Dodge
Steven B. Dodge                             Chairman, President, Chief                  July 22, 1996
                                            Executive Officer and Director


 /s/ Joseph L. Winn
Joseph L. Winn                              Chief Financial Officer and                 July 22, 1996
                                            Director

 /s/ Justin D. Benincasa
Justin D. Benincasa                         Vice President and Corporate                July 22, 1996
                                            Controller


 /s/ Thomas H. Stoner
Thomas H. Stoner                            Director                                    July 16, 1996

                                     II - 5


<PAGE>



/s/ Arnold L. Chavkin
Arnold L. Chavkin                           Director                                    July 22, 1996


- ----------------------
James H. Duncan, Jr.                        Director                                    July   , 1996


 /s/ Donald B. Hebb, Jr.
Donald B. Hebb, Jr.                         Director                                    July 22, 1996


 /s/ Charles D. Peebler, Jr.
Charles D. Peebler, Jr.                     Director                                    July 22, 1996

</TABLE>

                                     II - 6
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 69835}]
{"company-data": {"conformed-name": "AMERICAN RADIO SYSTEMS CORP /MA/", "cik": "0000943581", "assigned-sic": "4832", "irs-number": "043196245", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-08601", "film-number": "96597476"}, "business-address": {"street1": "116 HUNTINGTON AVE", "city": "BOSTON", "state": "MA", "zip": "02116", "phone": "6173757500"}, "mail-address": {"street1": "116 HUNTINGTON AVE", "street2": "11TH FLOOR", "city": "BOSTON", "state": "MA", "zip": "02116"}, "former-company": [{"former-conformed-name": "AMERICAN RADIO SYSTEMS CORP  /MA/", "date-changed": "19950620"}, {"former-conformed-name": "AMERICAN RADIO SYSTEMS CORP", "date-changed": "19950406"}]}
As filed with the Securities and Exchange Commission on July 22, 1996
                              Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 --------------

                              FORM S-8 and FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                  ------------

                       AMERICAN RADIO SYSTEMS CORPORATION
               (Exact name of issuer as specified in its charter)

        Delaware                                            04-3200160
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                          Identification No.)

               116 Huntington Avenue, Boston, Massachusetts 02116
           (Address of Principal Executive Offices including zip code)
                                  -------------

          American Radio Systems Amended and Restated Stock Option Plan
                           (Full titles of the plans)
                                  ------------

                                 Steven B. Dodge
                       American Radio Systems Corporation
                              116 Huntington Avenue
                          Boston, Massachusetts, 02116
                                 (617) 375-7500
            (Name, address and telephone number of agent for service)
                                  -------------

                                    Copy to:
                             Norman A. Bikales, Esq.
                            Sullivan & Worcester LLP
                             One Post Office Square
                           Boston, Massachusetts 02109
                                 (617) 338-2800
                                ----------------

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

         If any of the  securities  being  registered  on  this  Form  are to be
offered  on a  delayed  or  continuous  basis  pursuant  to Rule 415  under  the
Securities Act of 1933, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. |_|

         If this  Form is a  post-effective  amendment  filed  pursuant  to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act  registration   statement  number  of  the  earlier  effective  registration
statement for the same offering. |_|

         If delivery of the  prospectus  is expected to be made pursuant to Rule
434, please check the following box. |_|
                                 ---------------
CALCULATION OF REGISTRATION FEE

                                                                 Proposed         Proposed Maximum
  Title of Securities                 Amount to be          Maximum Offering         Aggregate                   Amount of
   to be Registered                  Registered(1)          Price Per Share(2)    Offering Price(2)           Registration Fee
   ----------------                  -------------          ------------------    -----------------           ----------------
Class B Common
Stock, par value $.01
per share                                703,200                 $    6.375           $4,482,900                $ 1,545.83
Class B Common
Stock, par value $.01
per share                                 55,200                 $    9.00            $  496,800                $   171.31
Class B Common
Stock, par value $.01
per share                                100,000                 $    9.90            $  990,000                $   341.38
Class B Common
Stock, par value $.01
per share                                278,000                 $    9.875           $2,745,250                $   946.64
Class B Common
Stock, par value $.01
per share                                 10,000                 $   15.00            $  150,000                $    51.72
Class B Common
Stock, par value $.01
per share                                 30,000                 $   22.25            $  667,500                $   230.17
Class B Common
Stock, par value $.01
per share                                 40,000                 $   23.75            $  950,000                $   327.59
Class B Common
Stock, par value $.01
per share                                229,500                 $   25.00            $5,737,500                $ 1,978.45
Class B Common
Stock, par value $.01
per share                                 19,000                 $   30.75            $  584,250                $   201.47
Class B Common
Stock, par value $.01
per share                                  3,000                 $   34.50            $  103,500                $    35.69
Class B Common
Stock, par value $.01
per share                                 15,000                  $   39.125         $   586,875                $    202.37
Class B Common
Stock, par value $.01
per share                                 89,900                  $   37.29          $ 3,352,371                $  1,155.99
Class A Common
Stock, par value $.01
per share                                400,000                  $   37.29          $14,916,000                $  5,143.45

Class A Common
Stock, par value $.01
per share                              1,572,800(3)               $   37.29          $58,649,712                    (4)
                                       ---------                                     -----------                 ----------
TOTAL                                  3,545,600                                     $94,412,658                 $12,332.06
(1)      Includes 1,478,100 shares of Class B Common Stock to be issued upon the
         exercise  of  options   granted   under  the  American   Radio  Systems
         Corporation  Amended and  Restated  Stock  Option Plan  ("Stock  Option
         Plan"),  up to  89,900  shares  of the  Class B Common  Stock or 89,900
         shares  of Class A Common  Stock and  400,000  shares of Class A Common
         Stock  which may be issued  under  options  which may in the  future be
         granted  under the Stock Option Plan and 4,800 shares of Class B Common
         Stock  issued  and  outstanding  pursuant  to the  exercise  of options
         granted under the Stock Option Plan. Also registered hereunder are such
         additional  number of shares of Class A Common Stock and Class B Common
         Stock,  presently  indeterminable,  as may be  necessary to satisfy the
         antidilution provisions of the Stock Option Plan.
(2)      Pursuant to Rule 457(h),  the maximum aggregate offering price has been
         calculated  with  respect to 89,900  shares of Class B Common Stock and
         400,000 shares of Class A Common Stock  registered  hereby on the basis
         of the  average of the high and low prices of the Class A Common  Stock
         on the Nasdaq  National  Market on July 19,  1996;  and with respect to
         1,482,900  shares of Class B Common  Stock on the basis of the price at
         which  options  relating to such  shares have been or may be  exercised
         under the plans to which this Registration Statement relates.
(3)      Consists of  1,572,800  shares of Class A Common  Stock  issuable  upon
         conversion of the Class B Common Stock registered  hereby or instead of
         any of the  89,900  shares of Class B Common  Stock not yet  subject to
         options under the Stock Option Plan.
(4)      No additional registration fee required pursuant to Rule 457(i).
AMERICAN RADIO SYSTEMS CORPORATION
                              CROSS REFERENCE SHEET

                    Pursuant to Item 501(b) of Regulation S-K

Item
No.     Description in Form S-3               Caption or Location in Prospectus
1.   Forepart of the Registration
     Statement and Outside Front
     Cover Page of Prospectus.............    Forepart and Outside Front 
                                                Cover Page
2.   Inside Front and Outside Back Cover
     Pages of Prospectus..................    Inside Front Cover Page; Available
                                                Information; Incorporation of 
                                                Documents by Reference
3.   Summary Information, Risk
     Factors and Ratio of
     Earnings to Fixed Charges............    Risk Factors
4.   Use of Proceeds......................    Plan of Distribution
5.   Determination of Offering Price......    Cover Page
6.   Dilution.............................    Not applicable
7.   Selling Security Holders.............    Selling Stockholders
8.   Plan of Distribution.................    Plan of Distribution
9.   Description of Securities
     to be Registered.....................    Incorporation of Documents by
                                                Reference
10.  Interests of Named Experts
     and Counsel..........................    Legal Matters
11.  Material Changes.....................    Not Applicable
12.  Incorporation of Certain
     Information by Reference.............    Incorporation of Documents by 
                                                Reference
13.  Disclosure of Commission
     Position on Indemnification for
     Securities Act Liabilities...........    Not Applicable
EXPLANATORY NOTE

         This Registration Statement contains two parts. The first part contains
a Reoffer Prospectus ("Prospectus") prepared in accordance with the requirements
of Part I of Form S-3 (in accordance with Section C of the General  Instructions
to Form S-8) which covers reoffers and resales by "affiliates"  (as that term is
defined in Rule 405 of the General Rules and  Regulations  under the  Securities
Act of 1933,  as  amended  (the  "Securities  Act")) of shares of Class A Common
Stock,  par value $.01 per share ("Class A Common"),  of American  Radio Systems
Corporation ("American" or the "Company") which may be issued to persons who may
be deemed  "affiliates"  of American  pursuant to the Amended and Restated Stock
Option Plan, as amended, of American (the "Stock Option Plan") as follows:

    (i)      upon the exercise of options to acquire Class A Common Stock; and

    (ii)     upon the  conversion  of shares of Class B Common  Stock,  par
             value $.01 per share  ("Class B  Common"),  received  upon the
             exercise of options to acquire Class B Common.

The second part contains  "Information  Required in the Registration  Statement"
pursuant to Part II of Form S-8. Pursuant to the Note to Part I of Form S-8, the
plan  information  specified  by Part I is not  filed  with the  Securities  and
Exchange  Commission  (the   "Commission"),   but  a  document  containing  such
information  has been sent or given to each employee  eligible to participate in
the Stock Option Plan as specified by Rule 428(b)(1) under the Securities Act.
REOFFER PROSPECTUS

                       AMERICAN RADIO SYSTEMS CORPORATION

                     986,000 Shares of Class A Common Stock
                           ($.01 par value per share)

         This Prospectus relates to 986,000 shares of Class A Common Stock, $.01
par value per share (the "Class A Common") of American Radio Systems Corporation
("American"  or the  "Company"),  which  may be  sold  from  time to time by the
selling  stockholders  named herein (the  "Selling  Stockholders").  The Class A
Common is issuable to the Selling Stockholders pursuant to and upon the exercise
of options to purchase  Class A Common and Class B Common Stock,  par value $.01
per share (the  "Options"),  granted or which may be granted  under the American
Radio  Systems  Corporation  Amended and Restated  Stock Option Plan, as amended
(the "Stock  Option  Plan").  The Company has received or will  receive  various
amounts  ranging  from $6.375 to $39.125 for each share issued upon the exercise
of  Options  previously  granted  and may  receive  various  amounts,  presently
indeterminable, upon the exercise of Options which may be granted in the future.
The Company  will not receive any of the  proceeds  from the sale of the Class A
Common by the Selling  Stockholders.  All expenses of  registration  incurred in
connection  with this  offering are being borne by the Company,  but all selling
and other expenses  incurred by the Selling  Stockholders in connection with the
sale of the Class A Common will be borne by them.

         The Company is not aware of any underwriting  arrangements with respect
to the sale by the Selling Stockholders of any of the shares offered hereby.

         The Class A Common may be offered by or for the  account of the Selling
Stockholders,  from time to time, on the Nasdaq  National Market or on any stock
exchange  on which  the Class A Common  may be  listed  at the time of sale,  in
negotiated  transactions,  or through a combination  of such methods of sale, at
fixed prices which may be changed,  at market  prices  prevailing at the time of
sale,  at prices  related to such  prevailing  market  prices,  or at negotiated
prices. The Selling Stockholders may effect such transactions by selling Class A
Common to or through  broker-dealers who may receive compensation in the form of
discounts,  concessions or commissions from the Selling  Stockholders and/or the
purchasers of Class A Common for whom such broker-dealers may act as agent or to
whom they sell as  principal,  or both,  which  compensation  as to a particular
broker-dealer  might be in excess of customary  commissions.  Any  broker-dealer
acquiring Class A Common from a Selling Stockholder may sell such Class A Common
in its normal market making activities,  through other brokers on a principal or
agency basis,  in  negotiated  transactions,  or through a  combination  of such
methods. See "Selling Stockholders" and "Plan of Distribution".

               For a discussion of certain factors that should be
           considered in connection with an investment in the Class A
                      Common, see "Risk Factors" on page 1.

    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
       AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
         THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE COMMISSION
          PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
              REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
AVAILABLE INFORMATION

         American is subject to the  information  requirements of the Securities
Exchange  Act or 1934,  as amended  (the  "Exchange  Act"),  and, in  accordance
therewith,  files reports,  proxy  statements,  and other  information  with the
Securities  and Exchange  Commission  (the  "Commission").  Such reports,  proxy
statements  and other  information  can be  inspected  and  copied at the public
reference  facilities  maintained by the  Commission at 450 Firth Street,  N.W.,
Washington,  D.C. 20549, and at the following Regional  Officers:  the Northeast
Regional Office, Seven World Trade Center, Suite 1300, New York, New York 10048,
and the Midwest Regional Office, Citicorp Center, 500 West Madison Street, Suite
1400, Chicago,  Illinois 60661-2511.  Copies of such material can be obtained by
written request from the Public Reference Section of the Commission at 450 Fifth
Street, N.W, Washington, D.C. 205749, at prescribed rates. The Class A Common is
traded on the  Nasdaq  National  Market  with an  office  at 1735 K Street,  NW,
Washington,  DC 20006-150 and the Company's  reports and proxy statements may be
inspected at such office.

         A registration statement on Form S-8/S-3, together with all amendments,
exhibits and  documents  incorporated  therein by reference  (the  "Registration
Statement"),  has been filed with the  Commission  under the  Securities  Act of
1933,  as amended  (the  "Securities  Act"),  with respect to the Class A Common
offered  by  this  Prospectus.  This  Prospectus  does  not  contain  all of the
information  set  forth  in  the  Registration  Statement.  Statements  in  this
Prospectus as to the contents of exhibits are not necessarily complete, and each
statement  is  qualified in all respects by reference to the copies of documents
filed or incorporated by reference as exhibits to the Registration  Statement or
otherwise filed with the Commission.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following  documents (or parts thereof filed with the Commission by
the Company are incorporated by reference in this Prospectus:  (a) the Company's
Annual Report on Form 10-K for the fiscal year ended  December 31, 1995; (b) the
Company's  Quarterly  Report on Form 10-Q and 10-Q/A for the quarter ended March
31, 1996; (c) the Company's  Definitive Proxy  Statement,  dated April 24, 1996,
for the  Annual  Meeting of  Stockholders  to be held on May 22,  1996;  (d) the
description of the Class A Common Stock contained in the Company's  registration
statement  on Form 8-A dated May 12,  1995  (File No.  0-26102),  including  any
amendments or reports filed for the purpose of updating  such  description;  (e)
the  description  of  the  stock  of the  Company  contained  in  the  Company's
Prospectus dated February 1, 1996 and filed with the Commission pursuant to Rule
424(b) (File No.  33-00270) and (f) the  Company's  Form 8-K relating in part to
the issuance of its 7% Convertible  Exchangeable  Preferred Stock filed with the
Commission July, 1996.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 and  15(d)  of the  Exchange  Act  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated by reference in this  registration  statement and to be part
hereof from the date of filing of such documents.  Any statement  contained in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a statement  herein,  or in any  subsequently  filed document
which  also  is or is  deemed  to be  incorporated  by  reference,  modifies  or
supersedes such statement.  Any statement so modified or superseded shall not be
deemed,  except as so  modified  or  superseded,  to  constitute  a part of this
Registration Statement.

         The Company shall furnish without charge to each person,  including any
beneficial  owner,  to whom a copy of this  Prospectus  is  delivered,  upon the
written or oral  request of such person,  copies of any or all of the  documents
which  are  incorporated  by  reference  herein  (other  than  exhibits  to such
documents,  unless such exhibits are specifically incorporated by reference into
such  documents).  Requests for copies of such documents  should be addressed to
Mr. Bruce Danziger,  American Radio Systems Corporation,  116 Huntington Avenue,
Boston, Massachusetts 02116. The Company's phone number is (617) 375-7500.
THE COMPANY

         American Radio Systems  Corporation  is a national  radio  broadcasting
company  which,  after giving  effect to existing  agreements  to acquire  radio
stations,  will own and operate more than 60 radio stations in 14 markets across
the United States.

                                  RISK FACTORS

         Investors should consider carefully the following factors,  in addition
to the other  information  contained in this Prospectus,  before  purchasing the
Class A Common offered hereby.  The Company's  mailing address is 116 Huntington
Avenue,  Boston,  Massachusetts  02116.  The  Company's  phone  number  is (617)
375-7500.

Financial Leverage; Debt Service Requirements

         In order to finance  acquisitions  of radio  stations  and for  general
corporate  purposes,  the Company has borrowed and expects to continue to borrow
under the senior  secured  credit  agreement  between  the Company and the banks
named therein (the "Credit Agreement"),  has issued an aggregate of $175 million
principal amount of 9% Senior Subordinated Notes due 2005 (the "Notes"), and has
issued 137,500 shares of 7% Convertible  Exchange  Preferred Stock,  liquidation
preference $1,000 per share (the "Convertible  Preferred  Stock"). A substantial
portion of the Company's cash flow from operations is required for debt service.
The Company  believes that cash flow from  operations will be sufficient to meet
debt service requirements for interest and scheduled payments of principal under
the Credit  Agreement  and the Notes,  as well as dividends  on the  Convertible
Preferred Stock.  However,  the Company's leverage could make it vulnerable to a
downturn in the  operating  performance  of its radio  stations or a downturn in
economic  conditions.  If such cash flow were not  sufficient  to meet such debt
service requirements or payments of principal,  the Company could be required to
sell equity  securities,  refinance its obligations or dispose of one or more of
its stations in order to make such scheduled payments. There can be no assurance
that the Company would be able to effect any of such  transactions  on favorable
terms.

         Borrowings  under the Credit Agreement bear interest at variable rates.
Therefore,  increases in interest rates on borrowings under the Credit Agreement
would adversely  affect the Company's  income and cash flow otherwise  available
for  principal  and  interest  requirements  and the  ability of the  Company to
implement fully its strategic  plan.  Although the Company intends to manage its
exposure to fluctuating interest rates by entering into interest rate protection
and similar agreements,  including interest rate swaps, collars and caps (all of
the foregoing  agreements being forms of derivatives)  with respect to a portion
of the  borrowings  thereunder,  there can be no assurance that the Company will
continue to be able to enter into such agreements.

Competition

         Radio  broadcasting  is a  highly  competitive  business.  Each  of the
Company's  radio stations  competes for audience share and  advertising  revenue
directly  with  other  radio  stations,  as  well as with  other  media  such as
newspapers,  television, billboards, compact discs and music videos within their
respective markets.  There are typically other  well-capitalized firms competing
in the same  geographic  markets  as the  Company,  many of which  have  greater
financial resources. With the elimination of restrictions on the number of radio
stations which may be owned nationally by a single entity and the liberalization
of local ownership  restrictions effected by the Telecommunications Act of 1996,
the radio industry is experiencing a concentration of ownership,  as a result of
which  competition  may intensify as a limited  number of larger  companies with
greater resources emerges.

         The  financial  success  of each of the  Company's  radio  stations  is
dependent  principally upon its share of the overall radio  advertising  revenue
within its  geographic  market,  its  promotion and other  expenses  incurred to
obtain that  revenue and the economic  health of the  geographic  market.  Radio
advertising  revenues are, in turn, highly dependent upon audience share.  Radio
station operators are subject to the possibility of another station

                                        1
changing  programming  formats to compete directly for listeners and advertisers
or  launching  an  aggressive  promotional  campaign  in  support  of an already
existing competitive format. If a competitor,  particularly one with substantial
financial resources, were to attempt to compete in either of these fashions, the
broadcast  cash flow of the Company's  affected  station  could  decrease due to
increased  promotion  and  other  expenses  and/or  lower  advertising  revenues
resulting  from  lower  ratings.  There  can be no  assurance  that  any  one of
American's  radio  stations  will be able to maintain  or  increase  its current
audience ratings and radio advertising revenue market share.

         Radio  broadcasting  is also  subject  to  competition  from new  media
technologies  that are being  developed or  introduced,  such as the delivery of
audio  programming by cable  television  systems or the  introduction of digital
audio  broadcasting  ("DAB").  DAB may deliver by  satellite to  nationwide  and
regional  audiences,  multi-channel,  multi-format  digital radio  services with
sound  quality  equivalent  to compact  discs.  The Company  cannot  predict the
effect,  if  any,  that  any  such  new  technologies  may  have  on  the  radio
broadcasting industry.

         For information  concerning additional potential competition from other
media,  entertainment  and  telecommunication  companies  which might be able to
enter the radio broadcasting  industry in the event of legislative or regulatory
change, see "-- Regulatory Matters" below.

Control by the Principal Shareholders; Restrictions on Change of Control

         As of July 17, 1996, Steven B. Dodge, Chairman of the Board,  President
and Chief  Executive  Officer,  and Thomas H. Stoner,  Chairman of the Executive
Committee  of  the  Board,   together  with  their  affiliates  (the  "Principal
Shareholders")  owned approximately  45.12% of the combined votes of the Class A
and Class B Common  Stock,  the sole classes of voting  securities  outstanding.
Accordingly,  the Principal Shareholders will, in effect, be able to control the
vote on all matters  submitted to a vote of the holders of the Company's  Common
Stock,  except with  respect to (i) the election of two  independent  directors,
(ii) the extent the Restated  Certificate  or applicable  law requires a 66-2/3%
vote,  and (iii) those  matters  requiring  a class vote by law.  Control by the
Principal  Shareholders  may have the effect of  discouraging  certain  types of
transactions  involving an actual or potential change of control of the Company,
including  transactions  in which the holders of Class A Common might  otherwise
receive a premium for their shares over the then-current market prices.

         The Credit  Agreement and the indenture under which the Notes have been
issued  (the  "Senior  Note  Indenture"),  as  well as the  Company's  agreement
relating to the broadcast of Boston Red Sox games,  restrict  certain changes in
control of the Company,  and the  Communications  Act (as defined below) and the
rules of the Federal  Communications  Commission  (the "FCC")  require the prior
consent of the FCC to any change of control of the Company.

         In addition to the stock  ownership by the Principal  Shareholders  and
the FCC  restrictions  referred to above,  certain  provisions  of the  Restated
Certificate   of   Incorporation   of  American,   as  amended  (the   "Restated
Certificate"),  and  Delaware  law may have the effect of  discouraging  a third
party from  making an  acquisition  proposal  for the  Company  and may  thereby
inhibit a change of control of American.

Dependence on Key Personnel

         The Company's  business is partially  dependent upon the performance of
certain key  individuals,  including its  executive  officers,  station  general
manager and on-air  announcers who are well  recognized  and  established in the
markets in which the Company conducts business. The Company has not entered into
employment  agreements with any of its executive officers,  but has entered into
employment agreements,  which contain noncompete provisions, with certain of its
station  general  managers and  high-profile  on-air  announcers.  As additional
incentive, certain of the Company's general managers and executive officers have
been granted  options to purchase  shares of Class B Common which are subject to
vesting provisions over a five year period.  However,  there can be no assurance
that the Company will be able to retain such  officers,  managers or announcers,

                                        2
the loss of whom could have a material adverse effect upon the Company,  or that
the Company will be able to prevent them from  competing with the Company in the
event of their  departure.  The Company does not maintain key man life insurance
on the lives of any of such officers, managers or announcers.

Pending Acquisitions/Acquisition Strategy

         Since  January 1, 1996,  the Company has  entered  into or  consummated
numerous  acquisition  agreements.  The Company  intends to continue  its active
acquisition  strategy as described in the  Company's  1995 Annual Report on Form
10-K. Inherent in such a strategy are certain risks, such as increasing leverage
and  debt  service  requirements,   combining  disparate  company  cultures  and
facilities, and operating stations in many geographically diverse markets, which
could adversely affect ratings and revenues in a given market.  Certain of these
risks may be increased to the extent that American's future  acquisitions are in
larger markets and/or involve multiple stations in several markets. Accordingly,
there  can be no  assurance  that one or more of the  Company's  past or  future
acquisitions may not have an adverse effect on its business.

         American's  Credit  Agreement  requires  the approval of the lenders to
acquisitions  above a certain  size and,  in  addition,  it and the Senior  Note
Indenture contain  borrowing limits.  There can, of course, be no assurance that
the lenders will consent to any particular  acquisition that American desires to
make or, since  American  may,  from time to time,  be at or near its  borrowing
limits,  to  increased  borrowing  levels,  and this may  inhibit the ability of
American to implement its acquisition  strategy.  The Senior Note Indenture also
contains  restrictions  which,  under  certain  circumstances,  could impede the
ability  of  American  to  make  acquisitions.  Moreover,  to  the  extent  that
acquisitions in the future are financed, either in whole or in part, through the
issuance of Common  Stock or  securities  convertible  into or  entitling  their
holders to purchase Common Stock, existing shareholders may suffer a dilution in
their holdings.

         American  competes and will continue to compete with many other buyers,
both radio  operators and financial  institutions,  for the acquisition of radio
stations.  Many of those  competitors have  significantly  greater financial and
other  resources  than those of the  Company.  In  addition,  if, as  management
believes may happen,  the prices sought by sellers of radio stations continue to
rise,  American  may  find  fewer  acceptable  acquisition  opportunities.   For
information  concerning  additional  potential  competition  from  other  media,
entertainment   and   telecommunication   companies   for   acquisitions,    see
"--Regulatory Matters" below.

         The  Company  may not be able to  implement  its  acquisition  strategy
because  of  the  application  of  FCC  multiple  and  cross  ownership   rules,
cross-interest  policy or other rules and  policies.  These  rules and  policies
could  prevent the Company  from making  future  acquisitions  if the  Principal
Shareholders  or certain other  shareholders  also have or acquire  attributable
interests in broadcast  or other media  properties.  It is not possible to know,
however,  whether future  legislative or regulatory action may change applicable
ownership  rules or policies or, if it does,  whether  such  changes  would make
those limitations more or less restrictive.

Regulatory Matters

         The radio  broadcasting  industry is subject to extensive  and changing
regulation  governing,  among other  things,  technical  operations,  ownership,
business  and  employment   practices  and  certain  types  of  program  content
(including  indecent and obscene  program  material).  The FCC  regulates  radio
broadcast  stations  pursuant  to the  Communications  Act of 1934 (as  amended,
including by the Telecommunications Act of 1996 (the "Telecommunications  Act"),
the "Communications Act"). The Communications Act permits the operation of radio
broadcast  stations only in accordance  with a license  issued by the FCC upon a
finding that the grant of a license would serve the public interest, convenience
and  necessity.  The  Communications  Act  provides  for the FCC to exercise its
licensing  authority to provide a fair,  efficient  and  equitable  distribution
broadcast  service  throughout  the United States.  Among other things,  the FCC
assigns  frequency  bands  for radio  broadcasting;  determines  the  particular
frequencies,  locations and operating power of radio broadcast stations; issues,

                                        3
renews,  revokes  and  modifies  radio  broadcast  station  licenses;  regulates
transmitting  equipment use by radio broadcast  stations;  adopts and implements
regulations  and policies  that  directly or  indirectly  affect the  ownership,
operation,  program  content and  employment  and  business  practices  of radio
broadcast stations;  and has the power to impose penalties for violations of its
rules and the Communications Act.

         The FCC  also  regulates  the  ownership,  operation  and sale of radio
broadcast stations,  including those licensed to the Company. The Communications
Act prohibits the assignment of an FCC license, or the transfer of control of an
FCC licensee,  without the prior approval of the FCC. In determining  whether to
grant  requests for consents to  assignments  or transfers,  and in  determining
whether to grant or renew a radio broadcast license,  the FCC considers a number
of factors pertaining to the legal and other qualifications of the licensee (and
any proposed licensee), including restrictions on foreign ownership,  compliance
with FCC media  ownership  rules,  licensee  "character" and compliance with the
Anti-Drug Abuse Act of 1988, which allows courts to disqualify  individuals from
the benefits of federal licenses as a penalty for certain drug-related offenses.

         The Congress and the FCC have had under  consideration,  and may in the
future consider and adopt, new laws,  regulations and policies  regarding a wide
variety of matters that could,  directly or  indirectly,  affect the  operation,
ownership and profitability of the Company's radio broadcast stations, result in
the loss of audience  share and  advertising  revenues for the  Company's  radio
broadcast  stations or affect its ability to acquire  additional radio broadcast
stations or other such acquisitions.  The Company cannot predict whether or when
any proposed changes will be adopted nor can it predict what other matters might
be considered in the future,  no can it judge in advance the impact, if any, the
implementation  of any of these proposals or changes might have on its business.
See "Business--Federal  Regulations of Radio Broadcasting" in the Company's 1995
Annual Report on Form 10-K.

No Dividends

         The Company intends to retain future  earnings,  if any, for use in its
business  and does not  anticipate  paying any cash  dividends  on shares of its
Common Stock in the  foreseeable  future.  The Company is  currently  restricted
under the terms of the Credit  Agreement  and the  Senior  Note  Indenture  from
paying cash dividends on its Common Stock or its preferred stock, other than the
Convertible  Preferred  Stock,  unless certain  financial tests are met and then
only in  accordance  with a formula  based on cash flow and, with respect to the
Convertible  Preferred Stock,  only in the absence of any default.  In addition,
the  Certificate  of Designation  relating to the  Convertible  Preferred  Stock
restricts payment of dividends on the Common Stock unless all accrued and unpaid
dividends on the Convertible Preferred Stock have been paid in full.

Shares Eligible for Future Sale; Possible Adverse Effect on Future Market Prices

         Sales in the public market of substantial  amounts of shares of Class A
Common  (including shares issued upon the exercise and conversion of outstanding
options for the Class B Common),  or the perception that such sales could occur,
could depress  prevailing  market  prices for the Class A Common.  Approximately
10,030,000 shares of Common Stock have been issued or sold in transactions which
were not registered under the Securities Act ("unregistered shares"). As of July
17, 1996, approximately 77% of the Unregistered Shares were eligible for sale in
the open market under Rule 144.  Moreover,  the holders of substantially  all of
those shares,  as well as the holders of an additional  approximately 20% of the
Unregistered  Shares  which will be  eligible  for sale  pursuant to Rule 144 in
September 1996, are parties to a registration  rights agreement with the Company
pursuant to which they are  entitled  to require  the Company to register  their
shares under the Securities Act for sale publicly at any time, if holders of not
less than $10 million ($5 million in the case of a registration  on Form S-3) in
market value of Common Stock request such registration.  Those holders also have
so-called  "piggy-back"  registration rights.  American is currently eligible to
file registration statements on Form S-3.

         The Company can make no prediction as to the effect, if any, that sales
of additional  shares of Class A Common or the availability of shares for future
sale will have on the market price of the Class A Common. Such sales also may

                                        4
make  it  more   difficult  for  the  Company  to  sell  equity   securities  or
equity-related  securities  in the future at a time and price  that the  Company
deems appropriate.

Possible Volatility of Stock Price

         Factors  such as market  conditions  in the radio  industry  may have a
significant impact on the market price of the Class A Common. Further, the stock
market has experienced volatility that affects the market prices of companies in
ways often  unrelated to the  operating  performance  of such  companies.  These
market fluctuations may adversely affect the market price of the Class A Common.

                              SELLING STOCKHOLDERS

         The following table sets forth as of July 17, 1996 (i) the name of each
Selling Stockholder,  (ii) the nature of any position,  office or other material
relationship which each such Selling Stockholder has had with the Company or any
of its  affiliates  within the last three  years,  (iii) the number of shares of
Class B Common and Class A Common owned by each Selling Stockholder prior to any
reoffering;  (iv) the  number  of shares  of Class A Common  available  for sale
pursuant to this Prospectus;  and (iv) the number of shares owned and percentage
ownership of each of the Class B Common and Class A Common, assuming the sale of
all Class A Common pursuant to this Prospectus.
Before Reoffering(1)         Shares                             After Resale(2)
                                                            Available                 Percent of                 Percent of
 Selling Stockholder           Class A       Class B        For Sale         Class A   Class A       Class B      Class B
                               -------       -------       ----------        -------   -------       -------      -------
Steven B. Dodge(3)              88,050     2,057,946          190,000         88,050      *          2,057,946     39.13%
John R. Gehron(4)**              5,000           -0-          210,000          5,000      *                -0-
David Pearlman(5)**              3,520           -0-          261,000          3,520      *                -0-
Joseph L. Winn(6)                2,100         7,948          245,000          2,100      *              7,948       *
James H. Duncan, Jr. (7)**       5,600         6,578           17,000          5,600      *              1,778       *
Charles D. Peebler, Jr.(8)**     2,000           -0-           13,000          2,000      *                -0-
Justin D. Benincasa(9)**           478           -0-           21,000            478      *                -0-
Michael B. Milsom(10)**            260         1,306           29,000            260      *              1,306       *
- -------------------
* Less than 1%
** Messrs. Gehron,  Pearlman,  Duncan,  Peebler,  Benincasa and Milsom have been
included among the Selling  Stockholders in the event that they are deemed to be
"affiliates" within the meaning of Exchange Act Rule 144. Their inclusion herein
does not represent a determination by the Company that they are affiliates.  (1)
Does not  include  shares  which may be acquired  through the  exercise of stock
options, whether or not such
         stock options are presently exercisable.
(2)      Assumes conversion of all shares held by Selling Stockholders which are
         eligible for sale  pursuant to this  Prospectus  from Class B Common to
         Class A Common and subsequent resale.
(3)      Mr. Dodge is Chairman of the Board of  Directors,  President  and Chief
         Executive Officer.  Shares eligible for sale include 150,000 and 40,000
         shares of Class B Common  purchasable  under options granted on October
         1, 1994 and  January 18,  1996,  respectively,  under the Stock  Option
         Plan.  Ownership  includes  an  aggregate  of 10,050  shares of Class A
         Common and 20,832 shares of Class B Common owned by three

                                        5
trusts for the  benefit of Mr.  Dodge's  children  and 3,000  shares of
         Class  A  Common  owned  by  Mr.  Dodge's  wife.  Mr.  Dodge  disclaims
         beneficial ownership in all shares owned by such trusts and his wife.
(4)      Mr.  Gehron is Co-Chief  Operating  Officer.  Shares  eligible for sale
         include 160,000, 40,000 and 10,000 shares of Class B Common purchasable
         under  options  granted on May 23, 1994,  February 15, 1995 and January
         18, 1996, respectively.
(5)      Mr. Pearlman is Co-Chief  Operating  Officer.  Shares eligible for sale
         include  156,000,  50,000,  5,000,  30,000 and 20,000 shares of Class B
         Common purchasable under options granted on December 16, 1993, February
         15,  1995,  May  18,  1995,   June  15,  1995  and  January  18,  1996,
         respectively.  Ownership includes 520 shares of Class A Common held for
         the benefit of his children.
(6)      Mr. Winn is a director,  Treasurer and Chief Financial Officer.  Shares
         eligible for sale include 160,000,  60,000,  5,000 and 20,000 shares of
         Class B Common  purchasable under options granted on December 16, 1993,
         February  15, 1995,  May 18, 1995 and January 18,  1996,  respectively.
         Ownership  includes  100  shares  of Class A Common  held by his  minor
         daughter.
(7)      Mr. Duncan is a director of American.  Shares eligible for sale include
         10,000,  4,000  and  3,000  shares  of  Class  B  Common  purchased  or
         purchasable  under options  granted on December 16, 1993,  February 15,
         1995 and January 18, 1996, respectively.  Ownership includes 500 shares
         of Class A Common owned as follows: (i) 200 shares held by Mr. Duncan's
         spouse, (ii) 100 shares held by each of his two daughters and (iii) 100
         shares held by his spouse for his stepson.  Mr.  Duncan has  disclaimed
         beneficial ownership of these shares.
(8)      Mr. Peebler is a director of American. Shares eligible for sale include
         10,000  and 3,000  shares  of Class B Common  Stock  purchasable  under
         options granted February 15, 1995 and January 18, 1996, respectively.
(9)      Mr.  Benincasa  is  Corporate  Controller  and Vice  President.  Shares
         eligible  for sale  include  10,000,  5,000 and 6,000 shares of Class B
         Common  Stock  purchasable  under  options  granted  December 16, 1993,
         February 5, 1995 and January 18, 1996, respectively.
(10)     Mr. Milsom is General Counsel and Vice  President.  Shares eligible for
         sale  include  15,000,  9,000 and 5,000  shares of Class B Common Stock
         purchasable  under options granted December 16, 1993,  February 5, 1995
         and January 18, 1996,  respectively.  Ownership  includes 260 shares of
         Class  A  Common  held  by his  spouse  for the  benefit  of his  minor
         daughter.
PLAN OF DISTRIBUTION

         The  sale of the  Class A Common  by the  Selling  Stockholders  may be
effected,  from  time to time,  on the  Nasdaq  National  Market or on any stock
exchange  on which  the Class A Common  may be  listed  at the time of sale,  in
negotiated  transactions,  or through a combination  of such methods of sale, at
fixed prices which may be changed,  at market  prices  prevailing at the time of
sale,  at prices  related to such  prevailing  market  prices,  or at negotiated
prices.  The Selling  Stockholders may effect such transaction by selling shares
to or through  broker-dealers,  and such broker-dealers may receive compensation
in  the  form  of  discounts,   concessions  or  commissions  from  the  Selling
Stockholders   and/or   the   purchasers   of  Class  A  Common  for  whom  such
broker-dealers  may act as  agent or to whom  they  sell as  principal,  or both
(which  compensation  as to a  particular  broker-dealer  might be in  excess of
customary commissions).

         The Selling  Stockholders and any broker-dealers that act in connection
with  the  sale  of  the  Class  A  Common  hereunder  might  be  deemed  to  be
"Underwriters"  within the meaning of Section 2(11) of the  Securities  Act; any
commissions  received by them and any profit realized on the resale of shares as
principals might be underwriting compensation under the Securities Act.

         Any broker-dealer  acquiring shares from a Selling Stockholder may sell
the Class A Common  either  directly,  in its normal  market-making  activities,
through or to other brokers on a principal or agency basis, or to its customers.
Any such sales may be at prices then prevailing on the Nasdaq  National  Market,
at prices related to such prevailing market prices, at negotiated  prices, or at
prices reflecting the application of a combination of such methods.

                                        6
The Company has advised the Selling Stockholders that anti-manipulative
Rules  10b-5,  10b-6 and 10b-7  promulgated  under the Exchange Act may apply to
their sales in the market.  The Company has furnished  the Selling  Stockholders
with copies of these rules,  and has informed  the Selling  Stockholders  of the
possible need for them to deliver copies of this  Prospectus in connection  with
their resales of the Class A Common. The Selling  Stockholders may indemnify any
broker-dealer  that participates in transactions  involving sales of the Class A
Common against  certain  liabilities,  including  liabilities  arising under the
Securities Act. Any commissions paid or discounts or concessions  allowed to any
such  broker-dealers,  and,  if any such  broker-dealer  purchases  shares  as a
principal, any profits received on the resale of such shares may be deemed to be
underwriting discounts and commissions under the Securities Act.

         Upon the Company's being notified by any Selling  Stockholder  that any
material  arrangement has been entered into with a broker-dealer for the sale of
shares through a cross or block trade, a supplemental  prospectus  will be filed
under  Securities Act Rule 424(c),  setting forth the name of the  participating
broker-dealer(s),  the number of shares involved, the price at which such shares
were sold by the Selling  Stockholder,  the  commissions  paid or  discounts  or
concessions  allowed by the Selling  Stockholder to such  broker-dealer(s),  and
where applicable,  that such  broker-dealer(s) did not conduct any investigation
to verify the information set out in this Prospectus.

         Any shares which qualify for resale pursuant to Securities Act Rule 144
may be sold thereunder rather than pursuant to this Prospectus.

         There can be no assurance that the Selling  Stockholders  will sell all
or even any of the shares of Class A Common  which may be offered by them or any
of them hereunder.

         The Company  will not receive any  proceeds  from the sale of shares by
the Selling Stockholders.

                                 INDEMNIFICATION

         Section  145 of the  Delaware  General  Corporation  Law (the  "DGCL.")
provides, in effect, that any person made a party to any action by reason of the
fact that he is or was a director, officer, employee or agent of the Company may
and, in certain cases,  must be indemnified by the Company against,  in the case
of a non-derivative  action,  judgments,  fines,  amounts paid in settlement and
reasonable expenses (including  attorney's fees), if in either type of action he
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed to the best  interests of the Company and, in a  non-derivative  action,
which  involves a criminal  proceeding,  in which such person had no  reasonable
cause to believe his conduct was unlawful.  This indemnification does not apply,
in a derivative action, to matters as to which it is adjudged that the director,
officer,  employee or agent is liable to the Company, unless upon court order it
is determined that,  despite such adjudication of liability,  but in view of all
the circumstances of the case, he is fairly and reasonably entitled to indemnity
for expenses.

         Article XII of the  Company's  By-Laws  provides that the Company shall
indemnify each person who is or was an officer or director of the Company to the
fullest extent permitted by Section 145 of the DGCL.

         Article  Sixth of the  Company's  Restated  Certificate  states that no
director  of the  Company  shall be  personally  liable  to the  Company  or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except for (i) breach of the  director's  duty of loyalty to the  Company or its
stockholders,  (ii)  acts  or  omissions  not in good  faith  or  which  involve
intentional  misconduct  or knowing  violation  of law,  (iii)  liability  under
Section  174 of the DGCL  relating  to  certain  unlawful  dividends  and  stock
repurchases, or (iv) any transaction from which the director derived an improper
personal benefit.

                                        7
LEGAL MATTERS

         The validity of the Class A Common  offered  hereby will be passed upon
for the Company by Sullivan & Worcester LLP,  Boston,  Massachusetts.  Norman A.
Bikales, a member of the firm of Sullivan & Worcester LLP, is the owner of 6,000
shares of Class A Common and 41,900 shares of Class B Common.

                                     EXPERTS

         The following  financial  statements  and related  financial  statement
schedules  incorporated  herein by reference from the Company's Annual Report on
Form 10-K for the year ended December 31, 1995,  have been audited by Deloitte &
Touche  LLP,  independent  auditors,  as  stated  in their  reports,  which  are
incorporated herein by reference, and have been so incorporated in reliance upon
the reports of such firm given upon their authority as experts in accounting and
auditing:

         (1)      The consolidated  financial statements as of December 31, 1994
                  and 1995 and for the two months  ended  December  31, 1993 and
                  years  ended  December  31,  1994 and 1995 of  American  Radio
                  Systems Corporation and subsidiaries and the related financial
                  statement schedules;

         (2)      The consolidated  financial statements for the period December
                  28, 1992  through  October 31, 1993 of SBS  Holding,  Inc. and
                  subsidiary and the related financial statement schedule;

         (3)      The consolidated financial statements for the ten months ended
                  October 31, 1993 of Atlantic Radio,  L.P. and subsidiaries and
                  the related financial statement schedule;

         (4)      The  financial  statements  for the year ended August 31, 1993
                  and the two months  ended  October  31,  1993 of Multi  Market
                  Communications,  Inc.  and  the  related  financial  statement
                  schedule; and

         (5)      The  financial  statements  for the  ten  month  period  ended
                  October  31,  1993 of  Boston  AM  Radio  Corporation  and the
                  related financial statement schedule.

                                        8
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents  which have been filed by the Company with the
Commission are  incorporated by reference in and made a part of this Prospectus,
as of their respective dates:

         (a)      The  Company's  Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1995.

         (b)      The Company's Quarterly Report on Form 10-Q and 10-Q/A for the
                  quarter ended March 31, 1996.

         (c)      The  Company's  Definitive  Proxy  Statement,  dated April 24,
                  1996, for the Annual Meeting of Stockholders to be held on May
                  22, 1996;

         (d)      The  description of the Class A Common Stock  contained in the
                  Company's  registration  statement  on Form 8-A  dated May 12,
                  1995 (File No.  0-26102),  including any amendments or reports
                  filed for the purpose of updating such description;

         (e)      The  description  of the Class B Common  Stock of the  Company
                  contained in the Company's  Prospectus  dated February 1, 1996
                  and filed with the  commission  pursuant to Rule 424(b)  (File
                  No. 33-00270); and

         (f)      The  description of the Company's 7% Convertible  Exchangeable
                  Preferred  Stock  contained in the Company's Form 8-K relating
                  in  part  to  the  issuance  of  such  stock  filed  with  the
                  Commission July, 1996.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 and  15(d)  of the  Exchange  Act  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated by reference in this  Registration  Statement and to be part
hereof from the date of filing of such documents.

         Any  statement  contained  in a document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
herein,  or in any subsequently  filed document which also is or is deemed to be
incorporated by reference,  modifies or supersedes such statement. Any statement
so  modified  or  superseded  shall  not be  deemed,  except as so  modified  or
superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

         The  description of the Class B Common Stock contained in the Company's
Prospectus  dated  February  1,  1996 and  filed  with the  Securities  Exchange
Commission pursuant to Rule 424(b) are hereby incorporated by reference.

Item 5.  Interests of Named Experts and Counsel.

         The validity of the shares  offered  hereby will be passed upon for the
Company by Sullivan & Worcester LLP, Boston, Massachusetts. Norman A. Bikales, a
member of the firm of Sullivan & Worcester  LLP, is the owner of 6,000 shares of
Class A Common and 41,900 shares of Class B Common.

                                     II - 1
Item 6.  Indemnification of Directors and Officers

         Section  145 of the  Delaware  General  Corporation  Law  (the  "DGCL")
provides, in effect, that any person made a party to any action by reason of the
fact that he is or was a director, officer, employee or agent of the Company may
and, in certain cases,  must be indemnified by the Company against,  in the case
of a non-derivative  action,  judgments,  fines,  amounts paid in settlement and
reasonable expenses (including  attorney's fees), if in either type of action he
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed to the best  interests of the Company and, in a  non-derivative  action,
which  involves a criminal  proceeding,  in which such person had no  reasonable
cause to believe his conduct was unlawful.  This indemnification does not apply,
in a derivative action, to matters as to which it is adjudged that the director,
officer,  employee or agent is liable to the Company, unless upon court order it
is determined that,  despite such adjudication of liability,  but in view of all
the circumstances of the case, he is fairly and reasonably entitled to indemnity
for expenses.

         Article XII of the  Company's  By-Laws  provides that the Company shall
indemnify each person who is or was an officer or director of the Company to the
fullest extent permitted by Section 145 of the DGCL.

         Article  Sixth of the  Company's  Restated  Certificate  states that no
director  of the  Company  shall be  personally  liable  to the  Company  or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except for (i) breach of the  director's  duty of loyalty to the  Company or its
stockholders,  (ii)  acts  or  omissions  not in good  faith  or  which  involve
intentional  misconduct  or knowing  violation  of law,  (iii)  liability  under
Section  174 of the DGCL  relating  to  certain  unlawful  dividends  and  stock
repurchases, or (iv) any transaction from which the director derived an improper
personal benefit.

Item 7.  Exemption from Registration Claimed

         Pursuant to the terms of the American Radio Systems Corporation Amended
and Restated  Stock Option Plan,  as amended (the "Stock  Option  Plan"),  4,800
shares  of the  Class B  Common  Stock  of the  Company  registered  for  resale
hereunder  have been issued upon  exercise  of options  granted  under the Stock
Option  Plan.  The  issuance of such  securities  has been in reliance  upon the
provisions of Rule 701 of the Securities  Act. Such securities were purchased by
James H. Duncan, a director of the Company, upon the exercise of options granted
prior to the Company becoming  subject to the reporting  requirements of Section
13 of the Securities Exchange Act of 1934, as amended.

Item 8.  Exhibits.
                                  EXHIBIT INDEX

Exhibit No.                        Description

     4.1       American Radio Systems Amended and Restated Stock Option Plan
               (incorporated by reference to Exhibit 10.10 of the Company's
               Registration Statement on Form S-1 (File No. 33-89224) as
               declared effective June 8, 1995).

     4.2       Amendment  to  American   Radio  Systems  Amended  and  Restated
               Stock Option Plan (incorporated by reference  to the  Company's
               Definitive   Proxy   Materials, dated April 24,  1996,  for the
               Annual Meeting of Stockholders, held May 22, 1996).

       5       Opinion of Sullivan & Worcester LLP.*

    23.1       Consents of Deloitte & Touche LLP.*

                                     II - 2
23.2       Consent of Sullivan & Worcester LLP  (contained  in the opinion
               of  Sullivan  &  Worcester  LLP  filed herewith as Exhibit 5).

      24       Power of Attorney (included in signature page of this 
               Registration Statement).

*Filed herewith.

Item 9.  Undertakings.

         (a)  The undersigned registrant hereby undertakes:

                  (1) to file,  during any  period in which  offers or sales are
         being made, a post-effective amendment to this Registration Statement:

         (i)      to include any prospectus  required by Section 10(a)(3) of the
                  Securities Act of 1933;

         (ii)     to reflect in the prospectus any facts or events arising after
                  the effective date of the Registration  Statement (or the most
                  recent post-effective  amendment thereof) which,  individually
                  or in the  aggregate,  represent a  fundamental  change in the
                  information set forth in the registration statement;

         (iii)    to include any material  information  with respect to the plan
                  of distribution  not previously  disclosed in the registration
                  statement or any material  change to such  information  in the
                  registration statement:

         provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
         apply if the  information  required to be included in a  post-effective
         amendment by those paragraphs is contained in periodic reports filed by
         the Company  pursuant to Section 13 or Section 15(d) of the  Securities
         Exchange  Act  of  1934  that  are  incorporated  by  reference  in the
         registration statement;

                  (2) that, for the purpose of determining  any liability  under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new  registration  statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof; and

                  (3) to remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering;

         (b) For purposes of determining  any liability under the Securities Act
of 1933, each filing of the Company's annual report pursuant to Section 13(a) or
Section 15(d) of the  Securities  Exchange Act of 1934 (and,  where  applicable,
each filing of an employee  benefit  plan's  annual  report  pursuant to Section
15(d) of the Securities  Exchange Act of 1934) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; and

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Company pursuant to the foregoing provisions,  or otherwise,  the
Company has been  advised  that in the opinion of the  Securities  and  Exchange

                                     II - 3
Commission  such  indemnification  is against public policy as expressed in that
Act  and  is,  therefore,   unenforceable.   In  the  event  that  a  claim  for
indemnification  against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by  such  director,  officer  or  controlling  person  in  connection  with  the
securities  being  registered,  the Company  will,  unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against  public  policy as expressed in the  Securities  Act of 1933 and will be
governed by the final adjudication of such issue.

                                     II - 4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of 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 Boston, Commonwealth of Massachusetts,  on the day of
July, 1996.

                                     AMERICAN RADIO SYSTEMS CORPORATION

                                     By: /s/ Steven B. Dodge
                                          Steven B. Dodge
                                          Chairman of the Board, President,
                                          Chief Executive Officer and Director

         The  undersigned  Officers  and  Directors  of American  Radio  Systems
Corporation (the "Company")  hereby severally  constitute Joseph L. Winn, Justin
D. Benincasa,  Michael B. Milsom and Norman A. Bikales, and each of them, acting
singly,  our true and  lawful  attorneys  to sign for us and in our names in the
capacities  indicated  below the  Company's  Registration  Statement on Form S-8
relating  to  the  registration  of an  aggregate  of  1,572,800  shares  of the
Company's Class B Common Stock and 1,972,800  shares of the Class A Common Stock
issued or issuable  upon the exercise of options  granted  under the Amended and
Restated American Radio Systems Stock Option Plan and any and all amendments and
supplements thereto, filed with the Securities and Exchange Commission,  for the
purpose  of  registering  such  shares,  under the  Securities  Act of 1933,  as
amended,  granting unto each of said  attorneys,  acting singly,  full power and
authority to do and perform each and every act and thing  requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person,  hereby  ratifying and confirming our signatures to
said registration  statement signed by our said attorneys and all else that said
attorneys may lawfully do and cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement has been signed below by the following persons on behalf
of the Company and in the capacities and on the dates indicated.
Signatures                                Title                                   Date
/s/ Steven B. Dodge
Steven B. Dodge                             Chairman, President, Chief                  July 22, 1996
                                            Executive Officer and Director

 /s/ Joseph L. Winn
Joseph L. Winn                              Chief Financial Officer and                 July 22, 1996
                                            Director

 /s/ Justin D. Benincasa
Justin D. Benincasa                         Vice President and Corporate                July 22, 1996
                                            Controller

 /s/ Thomas H. Stoner
Thomas H. Stoner                            Director                                    July 16, 1996

                                     II - 5
/s/ Arnold L. Chavkin
Arnold L. Chavkin                           Director                                    July 22, 1996

- ----------------------
James H. Duncan, Jr.                        Director                                    July   , 1996

 /s/ Donald B. Hebb, Jr.
Donald B. Hebb, Jr.                         Director                                    July 22, 1996

 /s/ Charles D. Peebler, Jr.
Charles D. Peebler, Jr.                     Director                                    July 22, 1996
II - 6