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IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA

____________________________________

UNITED STATES OF AMERICA,

         Plaintiff,

                  v.

CBS CORPORATION;

and

INFINITY BROADCASTING
CORPORATION;

and

OUTDOOR SYSTEMS, INC.,

         ET. AL,

         Defendants.
____________________________________
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Civil Action No.


MOTION FOR ENTRY OF
STIPULATION AND ORDER


Plaintiff moves the Court for entry of the Stipulation and Order filed today in this civil antitrust merger case on the following grounds:

1. Plaintiff filed a Complaint today challenging a proposed acquisition by CBS Corporation ("CBS") of Outdoor Systems, Inc., CBS-owned Infinity Broadcasting Corporation ("Infinity") . At the same time, plaintiff filed a proposed Final Judgment that would settle the claims in the Complaint by requiring certain divestitures by the defendants.

2. In the Stipulation and Order, defendants have agreed to abide by and comply with all the terms and provisions of the proposed Final Judgment pending its entry after compliance with the requirements of the Antitrust Procedures and Penalties Act, 15 U.S.C. ยง 16. Defendants also have agreed not to consummate their transaction before the entry of the Stipulation and Order.

3. Defendants have authorized plaintiff to state that they concur in this motion.

4. Plaintiff now moves for entry of the Stipulation and Order to permit the defendants to consummate their transaction.


Dated: December _6_, 1999


    Respectfully submitted,


  _______________/s/________________
Renée Eubanks

U.S. Department of Justice
Antitrust Division
Litigation II
1401 H St. N.W., Suite 4000
Washington, D.C. 20530
(202) 307-0001