V I R G I N I A :
  
             IN THE CIRCUIT COURT OF ARLINGTON COUNTY
                         Civil Division

___________________________________
                                   )
U.S. NEWS & WORLD REPORT, INC.,    )
                                   )
                    Plaintiff,     )
                                   )
v.                                 )      At Law No. 95-1318
                                   )
RAM AVRAHAMI,                      )
                                   )
                     Defendant.    )
___________________________________)


       AMENDED MOTION FOR JUDGMENT FOR DECLARATORY RELIEF


     COMES NOW the plaintiff, U.S. News & World Report, Inc. ("U.S.
News"), by counsel, and for its Amended Motion for Judgment for
Declaratory Relief states as follows:

                           PARTIES

     1.   Plaintiff U.S. News is a corporation organized under the
laws of the State of Delaware with its principal place of business
located at 2400 N Street, N.W., Washington, D.C. 20037.

     2.   Defendant Ram Avrahami ("Avrahami") is a resident of the
commonwealth of Virginia and resides at Apartment 110, 1001 N.
Randolph Street, Arlington, Virginia 22201.

                        JURISDICTION

     3.   This Court has jurisdiction to hear this matter and grant
the requested relief pursuant to Virginia Code # 8.01-184.

     4.   There is a justiciable controversy as to whether the
sale, rental, or exchange by U.S. News of a mailing list containing
the name Ram Avrahani violates Virginia Code # 8.01-40.

     5.   That an actual controversy exists is further demonstrated
by the filing of a suit by the defendant, entitled Ram Avrahami v.
U.S. News & World Report, Inc., Civil Action No. 95-7479, in the
General District Court of Arlington County. On February 6, 1996,
the Honorable Judge Henenberg dismissed that case on the grounds
that the General District Court did not have jurisdiction over the
matter. A copy of Avrahami's Motion for Judgment filed in the
General District Court is attached to US News' Motion for
Declaratory Judgment, as Exhibit A. After the General District
Court action was dismissed, Avrahami filed a Bill of Complaint in
this Court entitled Ram Avrahami v. U.S. News & World Report, Inc.,
In Chancery No. 96-203.

                          BACKGROUND

     6.   The sale, rental or exchange of mailing lists is a
common, standard business practice in the Commonwealth of Virginia
and throughout the United States. There are no federal or state
laws or regulations which directly prohibit or regulate the sale,
rental or exchange of mailing lists.

     7.   Direct mail, which includes catalogue merchandising,
magazine subscription solicitations, and other forms of direct mail
solicitations, accounts for approximately $333.1 billion in sales
in the United States in 1994 alone. 18.2 million workers are
employed throughout the U.S. economy as a result of direct
marketing activities.

     8.   The United States Government Printing Office routinely
engages in the sale or rental of its mailing lists of over 75
publications of the federal government, including the Federal
Register, the Code of Federal Regulations, the EPA Journal, and the
Federal Aviation Administration's Aviation News. Individuals and
businesses may purchase names and addresses from these subscriber
lists from the federal government at the rate of approximately
$85.00 per 1,000 names.

     9.   Various departments and agencies of the Commonwealth of
Virginia government, including the State Board of Bar Examiners,
make their mailing lists available to businesses and individuals
for sale or rental.

    10.   There is a procedure whereby consumers can elect not to
receive direct mail solicitations. The Mail Preference Service
("MPS"), established by the Direct Marketing Association ("DMA"),
is a free service which enables customers to "opt out" of the
direct mail marketing process by writing to the MPS. Direct mailers
are able to compare their lists against the names on the MPS list
and avoid mailing to consumers who have "opted out." The DMA
updates the MPS list quarterly, and regularly publicizes its
availability through press releases, advertisements and DMA's
action reports which are published six times a year and distributed
to consumer advocates and reporters.

    11.   As of 1989, there were approximately 988,000 individuals
on the DMA's MPS list. By 1995, there were approximately 3.2
million individuals on the DMA's MPS list. Mr. Avrahami failed to
register his name with an Arlington address with the DMA MPS
service.

    12.   The defendant Avrahami was and is aware of the DMA MPS
service.

                             FACTS

    13.   In or about December of 1994, U.S. News, through its
agent, received a mailing list from Consumers Union, the publisher
of Consumer Reports, pursuant to a list exchange arrangement
between U.S. News and Consumers Union. Mr. Avrahami's name and
address were among the 92,500 names and addresses on the list
provided by Consumers Union and received by U.S. News' agent. U.S.
News did not receive any other information concerning Mr. Avrahami,
other than his name and address.

    14.   Before exchanging its lists with other organizations,
Consumers Union compares its list with the DMA MPS list in order to
avoid disclosing names of subscribers who have elected to "opt out"
of list exchanges or rentals. Consumers Union also includes a
section in each issue of Consumer Reports that describes its
policies relating to mailing lists and invites subscribers to call
or write to the magazine to have their names deleted from mailing
lists that are exchanged. Mr. Avrahami failed to contact Consumer
Union to request that his name be deleted from mailing lists that
are exchanged, and failed to register his name with an Arlington
address with the DMA MPS list.  Thus, his name was not purged.

    15.   U.S. News received the Consumers Union mailing list in
connection with a direct mail campaign developed by U.S. News at or
around the beginning of 1995 to solicit subscriptions to the
magazine U.S. News & World Report (the "Campaign"). In developing
a mailing list for the Campaign, U.S. News obtained mailing lists
from a number of sources in addition to the Consumers Union mailing
list. In fact, approximately fifty-five different mailing lists
were used in developing the mailing list for the Campaign.
Consistent with customary practices, U.S. News' agent, Commerce
Register, conducted a process commonly referred to as "merge-purge"
as part of developing the mailing list for the Campaign.

    16.   The "merge-purge" process compared the mailing lists
obtained by U.S. News through sale, rental or exchange, including
the Consumers Union list, against each other to avoid duplicate
mailings. Also, as part of the "merge-purge" process, the list was
compared against the DMA MPS list and U.S. News' own list of
individuals who do not wish to receive promotions in order to
ensure that consumers who had "opted out" of direct mail marketing
did not receive any mail. As a result of the "merge-purge" process,
U.S. News eliminated more than 8,800, or approximately ten percent,
of the 92,500 names obtained from Consumers Union. Mr Avrahami's
name was not eliminated in the "merge-purge" process since he did
not request his name with an Arlington address be included on any
of the "opt out" lists.

    17.   On or about February 15, 1995, Mr. Avrahami received a
direct mail promotion from U.S. News which included an offer to
subscribe to the magazine U.S. News & World Report as part of the
Campaign.

    18.   On or about March 10, 1995, Mr. Avrahami accepted U.S.
News' offer to subscribe, but, incredibly, before sending the
subscription order form included with the solicitation back to U.S.
News, he affirmatively changed the name on the U.S. News order form
in two places from the correct spelling of his name to "Ram
Avrahani."

    19.   On or about March 21, 1995, after accepting U.S. News'
offer pursuant to the Campaign, Ram Avrahani was billed by U.S.
News for the magazine subscription. Payment was made on behalf of
Ram Avrahani in the form of a $15.00 check payable to U.S. News,
and Avrahani became a subscriber to the magazine. As a result, Ram
Avrahani of Arlington, Virginia was added to U.S. News' list of
subscribers.

    20.   The defendant Avrahami has never complained about
receiving the U.S. News direct mail promotion nor has he questioned
how U.S. News received his name.  Further, defendant Avrahami has
never requested that U.S. News remove his name or that of Ram
Avrahani from any mailing list or refrain from renting or
exchanging such names with other organizations.

    21.   On or about March 24, 1995, the Smithsonian ordered a
mailing list of 100,000 names and addresses from U.S. News pursuant
to a list exchange agreement between U.S. News and the Smithsonian
dated March 5, 1995.

    22.   On or about April 12, 1995, U.S. News caused a mailing
list of 100,000 names and addresses to be shipped to the
Smithsonian Magazine or its agent by way of a magnetic computer
strip. This magnetic computer strip contained the name "Ram
Avrahani" with an Arlington, Virginia address; it did not contain
the name, Ram Avrahami. U.S. News has never rented, exchanged, or
sold the defendant's name to the Smithsonian or any other entity.
With respect to the name "Avrahani," there was no other information
concerning Avrahani on the magnetic computer strip provided to the
Smithsonian, other than his name and address.

    23.   On or about May 22, 1995, the Smithsonian sent
promotional literature to Ram Avrahani of Arlington, Virginia. 
Based on information and belief, prior to mailing such literature,
as both Consumers Union and U.S. News had done, the Smithsonian
compared or caused to be compared the list received from U.S. News
against the DMA MPS list to eliminate consumers who had elected to
"opt out" of such direct mail campaigns. The name "Ram Avrahani"
with an Arlington, Virginia address does not appear on the MPS
list.

    24.   Based on information and belief, the Smithsonian Magazine
obtained multiple lists in order to engage in the direct mail
promotion of which defendant complains. There is a factual issue as
to whether the name "Avrahani" was added to the Smithsonian list as
a result of being on the U.S. News list or one of the other lists
used for the Smithsonian mailing.

    25.   Mr. Avrahami has not alleged that U.S. News improperly
obtained his name and address. Mr. Avrahami subscribed to U.S. News
& World Report under a false name pursuant to a direct mail
solicitation similar to the one of which he now complains. Since
the filing of his lawsuit, Mr. Avrahami renewed his subscription to
U.S. News & World Report. At no time prior to the institution of
this lawsuit did Mr. Avrahami request or demand that U.S. News
refrain from disclosing his name and address or that of Ram
Avrahani to third parties. Furthermore, U.S. News could have
contacted the defendant simply by locating his name in the
telephone book.

    26.   When Mr. Avrahami receives a direct mail solicitation he
likes, he subscribes. When he receives one he doesn't like, rather
than deposit it in the trash can, he files suit.

                              RELIEF

    27.   U.S. News did not rent, sell, or exchange any list
containing the defendant Avrahami's name and, therefore, could not
have violated Virginia Code # 8.01-40 or committed common-law
conversion.

    28.   Moreover, Virginia Code # 8.01-40 was not intended to
prevent the sale, rental or exchange of mailing lists. The Virginia
privacy statute was intended to provide a cause of action to
individuals whose names and likeness are commercially used in
promoting the sale of products or services without their consent.

    29.   The mere sale, rental or exchange of mailing lists does
not violate or state a claim under Virginia Code # 8.01-40.

    30.   The sale, rental or exchange of mailing lists for use in
mail solicitations does not give rise to a claim based on invasion
of privacy.

    31.   The sale, rental, or exchange of mailing lists does not
give rise to a claim based on common-law conversion.

     WHEREFORE, Plaintiff U.S. News & World Report, Inc. asks that
this Court issue an Order granting its request for declaratory
relief specifying that (1) the selling, renting and exchanging of
mailing lists containing the name Ram Avrahani does not violate
Virginia Code 8.01-40; (2) that the inclusion of the name Ram
Avrahani in a mailing list for direct mail solicitation is not an
appropriation of one's name or likeness that gives rise to a claim
under Virginia Code 8.01-40 or the common law; and (3) that the
sale, rental, or exchange of mailing lists does not violate or
state a claim under Virginia Code #8.01-40 or common-law
conversion.

DATED:  April 1,1996                 Respectfully submitted,
                                     U.S. NEWS & WORLD REPORT, INC.
                                     By Counsel

SHAW, PITTMAN, POTTS & TROWBRIDGE
115 South Union Street
Alexandria, Virginia 22314
(703) 739-6650
        /S/
David G. Fiske
Lori Vaughn Ebersohl

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V I R G I N I A :
  
             IN THE CIRCUIT COURT OF ARLINGTON COUNTY
                         Civil Division

___________________________________
                                   )
U.S. NEWS & WORLD REPORT, INC.,    )
                                   )
                    Plaintiff,     )
                                   )
v.                                 )      At Law No. 95-1318
                                   )
RAM AVRAHAMI,                      )
                                   )
                     Defendant.    )
___________________________________)


             U.S. NEWS' MOTION FOR LEAVE TO FILE AN
       AMENDED MOTION FOR JUDGMENT FOR DECLARATORY RELIEF


     Plaintiff U.S. News & World Report, Inc. ("U.S. News"), hereby
moves this Court, pursuant to Rule 1:8 of the Rules of the Supreme
Court of Virginia, for leave to file an Amended Motion for Judgment
for Declaratory Relief, which is attached hereto at Tab 1. The
grounds for this motion are set forth in the attached Memorandum in
support.

DATED:  April 1,1996                 Respectfully submitted,
                                     U.S. NEWS & WORLD REPORT, INC.
                                     By Counsel

SHAW, PITTMAN, POTTS & TROWBRIDGE
115 South Union Street
Alexandria, Virginia 22314
(703) 739-6650
        /S/
David G. Fiske
Lori Vaughn Ebersohl




V I R G I N I A :
  
             IN THE CIRCUIT COURT OF ARLINGTON COUNTY
                         Civil Division

___________________________________
                                   )
U.S. NEWS & WORLD REPORT, INC.,    )
                                   )
                    Plaintiff,     )
                                   )
v.                                 )      At Law No. 95-1318
                                   )
RAM AVRAHAMI,                      )
                                   )
                     Defendant.    )
___________________________________)


     MEMORANDUM IN SUPPORT OF U.S. NEWS' MOTION FOR LEAVE TO
   FILE AN AMENDED MOTION FOR JUDGMENT FOR DECLARATORY RELIEF


     Plaintiff, U.S. News & World Report, Inc. ("U.S. News")
submits this memorandum in support of its motion, pursuant to Rule
1:8 of the Rules of the Supreme Court of Virginia, for leave to
file an amended Motion for Judgment for Declaratory Relief.

                          BACKGROUND

     From the time he filed suit against U.S. News in General
District Court, defendant Ram Avrahami ("Avrahami") has presented
himself as a victim of direct mail marketing, because, he claims,
he did everything he could do to stop unsolicited direct mail from
being sent to him -- to no avail.  Avrahami waged a media campaign
claiming that despite his Herculean efforts, mail just kept coming,
wasting his time:  He had to take it out of his mailbox and put it
in the trash can.  As has been well-documented by the media,
Avrahami claims that he requested that his name be removed from
mailing lists and was ignored.  U.S. News has recently discovered,
however, that Avrahami's claims are false.  Instead of being a
victim, Avrahami is nothing more that a trickster, who carefully
engineered a lawsuit.

     At the core of defendant Avrahami's dispute with U.S. News is
a war against direct mail marketing.  For legal purposes, Avrahami
grounds his claim as a violation of his property rights. 
Specifically, he claims that by "renting" a mailing list allegedly
containing his name to the Smithsonian, U.S. News violated
Virginia's privacy statute, # 8.01-40, which prohibits commercial
exploitation of a person's name and likeness in advertising of for
purposes of trade, and committed common-law conversion.  However,
U.S. News has discovered that Avrahami engineered this law suit by
affirmatively changing his name to an incorrect spelling on the
U.S. News' subscription order form.  After this false name was
exchanged, Avrahami cried foul, and filed suit against U.S. News in
the General District Court of Arlington County, Virginia.
Thereafter, he immediately began trying his "case" against U.S.
News in the media.<1/>

     By its Motion for Declaratory Judgment, U.S. News seeks a
declaration that the sale, rental, or exchange of mailing lists
does not violate Virginia Code # 8.01-40.  This privacy statute
prohibits the commercial exploitation of an individual's name or
likeness by using it in advertisements or for the purposes of trade
without written consent.

     After receiving defendant Avrahami's name from the publisher
of Consumer Reports, U.S. News sent Avrahami a direct mail
promotion, requesting that he subscribe to U.S. News' magazine. 
U.S. News has now learned that instead of subscribing with his
correct name, Ram Avrahami, the defendant purposely changed the
name on the direct mail solicitation in two different places to
read Ram Avrahani.  Thus, Avrahani became a subscriber to U.S.
News' magazine.  Thereafter, the name Ram Avrahani was exchanged
with the Smithsonian, not the defendant's name, Ram Avrahami.  The
alleged rental, sale, or exchange of his name is the act of which
defendant Avrahami complains, and is the factual support for his
claim that his property rights were violated.

           By Amending the Facts to Reflect Avrahami's
            Trickery, the Substantive Cause of Action
         Does not Change and Avrahami Is Not Prejudiced

     Rule 1:8 of the rules of the Supreme Court of Virginia
provides that "[l]eave to amend shall be liberally granted in
furtherance of the ends of justice."  It is within the sound
discretion of the trial court to grant leave to amend.  Roberts v.
Roberts, 223 Va. 736, 742, 292 S.E.2nd 370, 373 (1982).  The
general rule is that amendments will be permitted where they seek
determination of the same subject matter of the controversy
originally pleaded, Vines v. Vines, 244 Va. 185, 418 S.E.2nd 890,
893 (1992), and where no prejudice will occur by allowing the
amendment.  Kole v. City of Chesapeake, 247 Va. 51, 439 S.E.2nd
405, 409 (1994) (finding trial court abused its discretion in
failing to allow filing of amended bill where no prejudice shown);
Dillow v. Stafford, 181 Va. 483, 25 S.E.2nd 330, 332 (1943).

     In this case, U.S. News seeks to amend its Motion for
Declaratory Judgment to reflect the newly-discovered facts that the
defendant submitted a false name to U.S. News, Ram Avrahani, when
he became a subscriber to the magazine.  Thus, contrary to
Avrahami's allegations, his name, Ram Avrahami, was never added to
U.S. News' list of subscribers and was not exchanged with the
Smithsonian.  By amending U.S. News' Motion for Declaratory
Judgment to reflect these new facts, the substantive cause of
action remains the same.  U.S. News' Amended Motion for Judgment
for Declaratory relief seeks the same relief as the original
pleading: A declaration that the sale, rental, or exchange of
mailing lists does not violate Virginia Code # 8.01-40.

     Further, Avrahami will not be prejudiced by allowing U.S. News
to amend its pleading.  This case is still in the early stages of
litigation -- Avrahami is just now filing his Grounds of Defense,
and no discovery, other than Mr. Avrahami's deposition, has
occurred.  Compare Griffin v. Raines, 212 Va. 627, 186 S.E.2nd 10
(1972) (no abuse of discretion in overruling motion to amend where
evidence had already been taken at trial and each side had rested). 
Thus, no duplication of effort or timing issues exist in this case.

     Moreover, it is Avrahami's own trickery with the facts that
had necessitated this amendment.  Avrahami represented in his
Motion for Judgment filed in the General District Court that U.S.
News "rented" Avrahami's name to the Smithsonian.  Avrahami,
however, failed to disclose that he knew that he had subscribed to
U.S. News' magazine under a false name, Ram Avrahani, and that it
was this false name that the Smithsonian received.  His entire
action against U.S. News was premised on this trickery.  Thus,
Avrahami cannot claim any prejudice in allowing U.S. News to amend
its Motion for Declaratory Judgment to reflect these facts, of
which he is, and has been, aware.

                              CONCLUSION

     For the foregoing reasons, plaintiff U.S. News & world Report,
Inc. respectfully requests that this court grant U.S. News leave to
file the attached Amended Motion for Judgment for Declaratory
Relief.

DATED:  April 1,1996                 Respectfully submitted,
                                     U.S. NEWS & WORLD REPORT, INC.
                                     By Counsel

SHAW, PITTMAN, POTTS & TROWBRIDGE
115 South Union Street
Alexandria, Virginia 22314
(703) 739-6650
        /S/
David G. Fiske
Lori Vaughn Ebersohl

----------------------------------

<1/>  For example, in the General District Court action, Avrahami
attempted to file a Motion for Summary Judgment in derogation of
the Rules.  U.S. News first learned of "Plaintiff's Motion for
Summary Judgment" in a phone call from a New York Times reporter
who had already received a faxed version.  Once she reported back
to Avrahami's counsel that U.S. News had not received a copy of the
motion, Avrahami's counsel was kind enough to forward a copy to
counsel.  Avrahami's priorities are obvious.  The motion was filed,
apparently knowing there is no such provision in the rules, for the
purposes of generating additional press attention for Avrahami and
his cause.  Even though U.S. News has obvious access to the media,
it has chosen not to engage in a battle of press releases,
preferring instead to try this matter in the courtroom.