V  I  R  G  I  N  I  A:


                IN THE CIRCUIT COURT OF ARLINGTON COUNTY


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

                   RAM AVRAHAMI'S GROUNDS FOR DEFENSE
   TO U.S. NEWS & WORLD REPORT, INC.'S MOTION FOR DECLARATORY JUDGMENT

     Responding specifically to the numbered paragraphs of the Motion
For Declaratory Judgment filed by U.S. News & World Report, Inc. ("U.S.
News"), Plaintiff, Ram Avrahami ("Avrahami"), admits, denies or avers as
follows:
1.   Admitted.
2.   Admitted.
3.   Admitted.
4.   Admitted.
5.   Admitted, except that the action referred to in the General
     District Court was dismissed for lack of jurisdiction, and that
     decision has been appealed to this Court.
6.   Admitted.
7.   Avrahami lacks knowledge or information sufficient to form a belief
     as to the truth of the allegations of the first sentence of
     Paragraph 7, so the same therefore are denied.  The allegations of
     the second sentence of paragraph 7 are denied. 
8.   Avrahami lacks knowledge or information sufficient to form a belief
     as to the truth of the allegations of Paragraph 8, so the same
     therefore are denied.
9.   Avrahami lacks knowledge or information sufficient to form a belief
     as to the truth of the allegations of Paragraph 9, so the same
     therefore are denied.
10.  Avrahami lacks knowledge or information sufficient to form a belief
     as to the truth of the allegations of Paragraph 10, so the same
     therefore are denied.
11.  Avrahami admits that he is aware of the existence of the Mail
     Preference Service.  Avrahami lacks knowledge or information
     sufficient to form a belief as to the truth of the remaining
     allegations of Paragraph 11, so the same therefore are denied.
12.  Avrahami lacks knowledge or information sufficient to form a belief
     as to the truth of the allegations of Paragraph 12, so the same
     therefore are denied.
13.  Avrahami lacks knowledge or information sufficient to form a belief
     as to the truth of the allegations of Paragraph 13, so the same
     therefore are denied.
14.  Advrahami admits that he has had no contact with Consumer Reports
     regarding the subject matter of this case.  Avrahami lacks
     knowledge or information sufficient to form a belief as to the
     truth of the remaining allegations of Paragraph 14, so the same
     therefore are denied.
15.  Avrahami lacks knowledge or information sufficient to form a belief
     as to the truth of the allegations of Paragraph 15, so the same
     therefore are denied.
16.  Avrahami lacks knowledge or information sufficient to form a belief
     as to the truth of the allegations of Paragraph 16, so the same
     therefore are denied.
17.  Admitted.
18.  Admitted.
19.  Admitted.
20.  Admitted.
21.  The allegations of the first sentence of Paragraph 21 are admitted. 
     Avrahami lacks knowledge or information sufficient to form a belief
     as to the truth of the remaining allegations of Paragraph 21, so
     the same therefore are denied.
22.  The allegations of the first sentence of Paragraph 22 are admitted. 
     Avrahami lacks knowledge or information sufficient to form a belief
     as to the truth of the remaining allegations of Paragraph 22, so
     the same therefore are denied.  
23.  Avrahami lacks knowledge or information sufficient to form a belief
     as to the truth of the allegations of Paragraph 23, so the same
     therefore are denied.
24.  Admitted, except Avrahami lacks knowledge or information to form a
     belief as to the truth of the similarity alleged in the second
     sentence of Paragraph 24.
25.  Denied.
26.  Admitted, except the Motion for Judgment was filed on July 21,
     1996.  The Motion for Judgment speaks for itself and Plaintiff's
     characterizations thereof are denied.
27.  Denied, except that Avrahami admits that Virginia Code Section
     8.01-40 protects individuals whose names or likenesses are used in
     advertising.
28.  Denied.
29.  Denied.
30.  All allegations not heretofore specifically admitted are hereby
     denied.

                          Affirmative Defenses

     Avrahami further alleges the following affirmative defenses:

1.   Plaintiff's Motion For Declaratory Judgment fails to state a claim
     for which relief can be granted.

2.   The Motion for Declaratory Judgment is moot insofar as it seeks to
     enjoin the General District Court from proceeding in the case of
     Avrahami v. U.S. News and World Report, Inc.

     WHEREFORE, Plaintiff, Avrahami, asks the Court to dismiss U.S.
News's Motion For Declaratory Judgment with prejudice and to award
Avrahami its reasonable attorneys' fees and the costs of this suit.


                              RAM AVRAHAMI
                              By Counsel


BEAN, KINNEY & KORMAN, P.C.
2000 North 14th Street, Suite 100
Arlington, Virginia 22201
(703) 525-4000
(703) 525-2207 (Fax)

By:         /s/
     James Bruce Davis, VSB #13654
     Counsel for Plaintiff