ARCHIBALD, Justice.
The State of Maine has appealed seasonably from a Superior Court judgment for the defendant following acceptance of a report of a Referee.
The State’s action, as amended, sought to enjoin the defendant from conducting off-premise outdoor advertising along “Interstate highway Route 95 and all of the primary highway routes within the State of Maine in violation of R.S. Title 32, Chapter 38, Sections 2711 to 2723, inclusive, as amended and 23 U.S.C. Section 131 . . .”1 By agreement this action was referred to a Referee, the parties reserving the right to object to the acceptance of the report. Rule 53, M.R.Civ.P.
We sustain the appeal.
I
Review of a referee’s findings of fact is limited by the well accepted rule that such findings are conclusive unless clearly erroneous. Field, McKusick and Wroth, Maine Civil Practice, § 53.4 (2d ed. 1970). We have read the record carefully and agree with the Referee’s findings of fact, which we now quote in all essential parts as follows:
The Federal Highway Beautification Act, 23 U.S.C., Sec. 131 was enacted by [747]*747Congress to control and limit the maintenance of advertising signs along the interstate and primary highway system. It became effective on October 22, 1965. It was designed to induce effective State action. Subsection (g) provided:
‘Just compensation shall be paid upon the removal of the following outdoor advertising signs, displays and devices —(1) those lawfully in existence on the date of enactment of this sub-section, (2) those lawfully on any highway made a part of the interstate or primary system on or after the date of enactment of this subsection and before January 1,1968, and (3) those lawfully erected on or after January 1, 1968.’
The Federal share of such compensation was fixed at 75%. This created a ‘hiatus’ period since no compensation was provided for signs erected between October 22, 1965 and January 1, 1968. As an inducement to State action in control of signs, a penalty of 10% of the Federal share of Federal aid highway cost was imposed on states failing to act.
In an effort to avoid any penalty, an agreement and a plan were evolved as between the Maine State Highway Commission (succeeded by the Department of Transportation) and the Federal Highway Administrator. Legislation was then presented to the Maine Legislature and enacted as 32 M.R.S.A., Secs. 2711 to 2723 inclusive comprising a new Chapter 38, ‘An Act Relating to Outdoor Advertising.’ For the purpose of treating the issue here, it is only necessary to direct attention to certain provisions of Section 2719. Subsection 4 provides for the payment of ‘just compensation’ upon acquisition of signs ‘lawfully in existence on the effective date of this chapter’ (October 1, 1969) and ‘lawfully erected on or after the effective date of this chapter.’ All of the signs in issue here fell into one of these two categories. Subsection 6 provided for the acquisition of non-conforming signs by eminent domain ‘when and only when the federal share of just compensation prescribed in the Highway Beautification Act of 1965 and the Federal-Aid Highway Act of 1968 is available to the State of Maine or the Maine Legislature makes a specific appropriation and such acquisition shall be in accordance with a priority to be established by the commission.’ Subsection 7 provided for ‘the use of the police power of the State’ and for amortization of signs when Federal funds are not available or when the immediate removal of signs is not required but removal via regulation over an extended period of time, no longer than five years is ‘satisfactory.’
Having discovered that Federal funds were available, the Department of Transportation took and paid full compensation for all signs erected before October 22, 1965. Because of the lack of Federal funds available for compensation, it was administratively determined within the Department that signs erected between October 22, 1965 and October 1, 1969 would be treated as amortization signs for which no compensation would be paid upon removal and that all such signs would be deemed to be fully amortized on October 1,1974, that being the expiration of five years from the effective date of the Maine statute.
II
The Referee concluded that the primary issue raised by this litigation was whether the State could compel the removal of the defendant’s nonconforming signs without the payment of compensation. In order to resolve this question, it is necessary to consider both federal and state law relative to the control of outdoor advertising.
II-A
As already pointed out in the Referee’s findings, at the time this action was initiated the federal law (23 U.S.C. § 131(g)) dealing with compensation for the removal of outdoor advertising signs provided that no compensation need be paid upon the removal of signs erected between October [748]*74822, 1965 and January 1, 1968.2 Federal law seemed to mandate, however, that just compensation be paid upon the removal of all other signs. In order to clarify this point, the Secretary of Commerce sought an opinion from the U.S. Attorney General in 1966, who concluded “(a) that title I (23 U.S.C. § 131) must be read as requiring each state to afford just compensation upon removal of outdoor advertising signs as a condition of avoiding the ten per cent penalty (23 U.S.C. § 131(b)) . . . .” Cunningham, Billboard Control Under the Highway Beautification Act of 1965, 71 Mich.L.Rev. 1310 (1973). In other words, Congress did not create an absolute federal right to compensation if a state should elect to remove the signs via its police power and incur the ten per cent penalty.
In Markham Advertising Company v. State, 73 Wash.2d 405, 439 P.2d 248 (1968), several outdoor advertising companies challenged the constitutionality of Washington’s Highway Advertising Control Act of 1961. The Washington statute provided for regulation under the police power without requiring the payment of compensation. The plaintiffs in Markham argued that the mandatory language of 23 U.S.C. § 131(g) required compensation and that Congress, under the Supremacy Clause of the federal constitution, had preempted this field of legislation. The Court in Markham rejected this argument, holding:
We think that the purpose of the federal statute is obviously to induce the states to act, not to require them to do so. The statute allows the state to choose between foregoing 10 per cent of its allotment of federal-aid highway funds and compliance. If Congress had intended the provisions of 23 U.S.C. § 131 (Supp.
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ARCHIBALD, Justice.
The State of Maine has appealed seasonably from a Superior Court judgment for the defendant following acceptance of a report of a Referee.
The State’s action, as amended, sought to enjoin the defendant from conducting off-premise outdoor advertising along “Interstate highway Route 95 and all of the primary highway routes within the State of Maine in violation of R.S. Title 32, Chapter 38, Sections 2711 to 2723, inclusive, as amended and 23 U.S.C. Section 131 . . .”1 By agreement this action was referred to a Referee, the parties reserving the right to object to the acceptance of the report. Rule 53, M.R.Civ.P.
We sustain the appeal.
I
Review of a referee’s findings of fact is limited by the well accepted rule that such findings are conclusive unless clearly erroneous. Field, McKusick and Wroth, Maine Civil Practice, § 53.4 (2d ed. 1970). We have read the record carefully and agree with the Referee’s findings of fact, which we now quote in all essential parts as follows:
The Federal Highway Beautification Act, 23 U.S.C., Sec. 131 was enacted by [747]*747Congress to control and limit the maintenance of advertising signs along the interstate and primary highway system. It became effective on October 22, 1965. It was designed to induce effective State action. Subsection (g) provided:
‘Just compensation shall be paid upon the removal of the following outdoor advertising signs, displays and devices —(1) those lawfully in existence on the date of enactment of this sub-section, (2) those lawfully on any highway made a part of the interstate or primary system on or after the date of enactment of this subsection and before January 1,1968, and (3) those lawfully erected on or after January 1, 1968.’
The Federal share of such compensation was fixed at 75%. This created a ‘hiatus’ period since no compensation was provided for signs erected between October 22, 1965 and January 1, 1968. As an inducement to State action in control of signs, a penalty of 10% of the Federal share of Federal aid highway cost was imposed on states failing to act.
In an effort to avoid any penalty, an agreement and a plan were evolved as between the Maine State Highway Commission (succeeded by the Department of Transportation) and the Federal Highway Administrator. Legislation was then presented to the Maine Legislature and enacted as 32 M.R.S.A., Secs. 2711 to 2723 inclusive comprising a new Chapter 38, ‘An Act Relating to Outdoor Advertising.’ For the purpose of treating the issue here, it is only necessary to direct attention to certain provisions of Section 2719. Subsection 4 provides for the payment of ‘just compensation’ upon acquisition of signs ‘lawfully in existence on the effective date of this chapter’ (October 1, 1969) and ‘lawfully erected on or after the effective date of this chapter.’ All of the signs in issue here fell into one of these two categories. Subsection 6 provided for the acquisition of non-conforming signs by eminent domain ‘when and only when the federal share of just compensation prescribed in the Highway Beautification Act of 1965 and the Federal-Aid Highway Act of 1968 is available to the State of Maine or the Maine Legislature makes a specific appropriation and such acquisition shall be in accordance with a priority to be established by the commission.’ Subsection 7 provided for ‘the use of the police power of the State’ and for amortization of signs when Federal funds are not available or when the immediate removal of signs is not required but removal via regulation over an extended period of time, no longer than five years is ‘satisfactory.’
Having discovered that Federal funds were available, the Department of Transportation took and paid full compensation for all signs erected before October 22, 1965. Because of the lack of Federal funds available for compensation, it was administratively determined within the Department that signs erected between October 22, 1965 and October 1, 1969 would be treated as amortization signs for which no compensation would be paid upon removal and that all such signs would be deemed to be fully amortized on October 1,1974, that being the expiration of five years from the effective date of the Maine statute.
II
The Referee concluded that the primary issue raised by this litigation was whether the State could compel the removal of the defendant’s nonconforming signs without the payment of compensation. In order to resolve this question, it is necessary to consider both federal and state law relative to the control of outdoor advertising.
II-A
As already pointed out in the Referee’s findings, at the time this action was initiated the federal law (23 U.S.C. § 131(g)) dealing with compensation for the removal of outdoor advertising signs provided that no compensation need be paid upon the removal of signs erected between October [748]*74822, 1965 and January 1, 1968.2 Federal law seemed to mandate, however, that just compensation be paid upon the removal of all other signs. In order to clarify this point, the Secretary of Commerce sought an opinion from the U.S. Attorney General in 1966, who concluded “(a) that title I (23 U.S.C. § 131) must be read as requiring each state to afford just compensation upon removal of outdoor advertising signs as a condition of avoiding the ten per cent penalty (23 U.S.C. § 131(b)) . . . .” Cunningham, Billboard Control Under the Highway Beautification Act of 1965, 71 Mich.L.Rev. 1310 (1973). In other words, Congress did not create an absolute federal right to compensation if a state should elect to remove the signs via its police power and incur the ten per cent penalty.
In Markham Advertising Company v. State, 73 Wash.2d 405, 439 P.2d 248 (1968), several outdoor advertising companies challenged the constitutionality of Washington’s Highway Advertising Control Act of 1961. The Washington statute provided for regulation under the police power without requiring the payment of compensation. The plaintiffs in Markham argued that the mandatory language of 23 U.S.C. § 131(g) required compensation and that Congress, under the Supremacy Clause of the federal constitution, had preempted this field of legislation. The Court in Markham rejected this argument, holding:
We think that the purpose of the federal statute is obviously to induce the states to act, not to require them to do so. The statute allows the state to choose between foregoing 10 per cent of its allotment of federal-aid highway funds and compliance. If Congress had intended the provisions of 23 U.S.C. § 131 (Supp. II, 1967) to be mandatory on the states, there would have been no need to attach a monetary penalty to noncompliance.
439 P.2d at 257.
Other courts have also held that state and/or municipal regulation of outdoor advertising has not been preempted by federal law. Art Neon Co. v. City and County of Denver, 488 F.2d 118 (10th Cir. 1973), cert. denied, 417 U.S. 932, 94 S.Ct. 2644, 41 L.Ed.2d 236 (1974); Sullivan Outdoor Advertising v. Department of Transportation, 420 F.Supp. 815 (N.D.Ill.1976); Donnelly Advertising Corp. v. City of Baltimore, 279 Md. 660, 370 A.2d 1127 (1977). In addition one study concludes that the congressional hearings in 1965 proceeded on the assumption that the requirements of Title I of the Highway Beautification Act were not mandatory on the states. This study reasoned that
[tjhere is nothing in the hearings to indicate that the subcommittee members intended to forbid absolutely the use of any state’s police power to eliminate highway advertising signs, although it was clearly assumed that few, if any, states would be willing to suffer the ten per cent penalty in order to avoid payment of just compensation to sign owners and landowners.
Cunningham, Billboard Control Under the Highway Beautification Act of 1965, 71 Mich.L.Rev. 1317 (1973).
We therefore determine that the federal Highway Beautification Act, at the time this action was initiated, did not mandate the payment of compensation for the removal of nonconforming highway signs.3
II--B
In 1967, pursuant to 23 U.S.C. § 131(d) which authorized the Secretary of Trans[749]*749portation to enter into agreements with the several states to promote the orderly and effective display of outdoor advertising, Maine and the federal government entered into an agreement the purpose of which was “to promote the reasonable, orderly and effective display of outdoor advertising while remaining consistent with the National policy, to protect the public investment in the Interstate and Federal-aid primary systems, to promote the safety and recreational value of public travel and to preserve natural beauty.” This agreement was to become binding on both parties after the agreement had been ratified by an act of the Maine State Legislature.
In 1969 the Legislature enacted “An Act Relating to Outdoor Advertising,” P.L.1969, ch. 257, §§ 2719(6) and (7), providing as follows:4
6. Eminent domain; limitation. The commission may acquire by the power of eminent domain all right, title, leasehold or any interest in nonconforming signs, and the property right to maintain signs not in conformity with this chapter when and only when the federal share of just compensation prescribed in the Highway Beautification Act of 1965 and the Federal-Aid Highway Act of 1968 is available to the State of Maine or the Maine Legislature makes a specific appropriation and such acquisition shall be in accordance with a priority to be established by the commission.
7. Police power; amortization. When the federal share of just compensation for the removal of nonconforming outdoor advertising signs as prescribed in the Highway Beautification Act of 1965 and the Federal-Aid Highway Act of 1968 is not available to the State of Maine or when the immediate removal of nonconforming outdoor advertising signs is not required but removal via regulation over an extended period of time is satisfactory, the commission is authorized to use the police power of the State to establish a reasonable amortization period which will be long enough to allow recoupment of the capital investment which these nonconforming signs represent but which contemplates that at the end of this period the nonconforming sign will be removed by the owner without compensation. The length of the amortization period may vary for different types of signs but in no case shall it be longer than 5 years. .
As pointed out in the Referee’s report, it was administratively determined within the Maine Department of Transportation that signs erected between October 22, 1965, and October 1,1969, would be removed pursuant to § 2719(7) since federal funds were not available to compensate the various sign owners. The Referee found that “signs in all pertinent respects similar and in many instances virtually identical” had been classified compensable or noncompensable solely on the basis of the availability of federal funds. He concluded that
[a]n arbitrary classification which in effect affords to one group of sign owners full monetary compensation on top of full amortization while denying to owners of virtually identical signs anything more than a more limited opportunity to amortize their signs cannot be justified where [750]*750its obvious sole purpose is to protect the ‘public purse’ and it bears no ‘substantial relation to the public purpose sought to be accomplished.’
He therefore held that former Section 2719(7), as applied to the defendant, violated the Equal Protection Clause of the Fourteenth Amendment.
We do not agree.
The United States Supreme Court has held that “[sjtatutes create many classifications which do not deny equal protection; it is only ‘invidious discrimination’ which offends the Constitution.” Ferguson v. Skrupa, 372 U.S. 726, 732, 83 S.Ct. 1028, 1032, 10 L.Ed.2d 93 (1963); Williamson v. Lee Optcial Co., 348 U.S. 483, 489, 75 S.Ct. 461, 99 L.Ed. 563 (1955). The line between permissible and invidious classifications, excepting cases dealing with a “suspect” classification or a “fundamental” interest, is determined by the rules set out in Lindsley v. Natural Carbonic Gas Co., 220 U.S. 61, 78-79, 31 S.Ct. 337, 340, 55 L.Ed. 369 (1911), namely:
1. The equal-protection clause of the Fourteenth Amendment does not take from the State the power to classify in the adoption of police laws, but admits of the exercise of a wide scope of discretion in that regard, and avoids what is done only when it is without any reasonable basis, and therefore is purely arbitrary. 2. A classification having some reasonable basis does not offend against that clause merely because it is not made with mathematical nicety, or because in practice it results in some inequality. 3. When the classification in such a law is called in question, if any state of facts reasonably can be conceived that would sustain it, the existence of that state of facts at the time the law was enacted must be assumed. 4. One who assails the classification in such a law must carry the burden of showing that it does not rest upon any reasonable basis, but is essentially arbitrary. .
Our Court has made clear that a classification must not be arbitrary. Inequality of treatment is not forbidden, however, if it rests upon an actual difference bearing some substantial relation to a proper public purpose which is sought to be accomplished by such discrimination. State v. Norton, Me., 335 A.2d 607, 614 (1975); Portland Pipe Line Corp. v. Environmental Improvement Commission, Me., 307 A.2d 1, 22 (1973).
Our task then is to determine whether the legislative classification here between compensable and noncompensable signs meets this test. The Legislature in 1969 enacted a law relating to outdoor advertising “in order to promote maximum safety, comfort and well-being of the highway user, to protect the public investment in highways, to preserve and enhance the natural scenic beauty or aesthetic features of highways and to prevent unreasonable distraction.” P.L.1969, ch. 257, § 2711. The Legislature was well aware that such legislation did not come without a price tag. The Legislature was induced to act, however, by the fact that the federal government would bear seventy-five per cent of the cost of removing most signs. 23 U.S.C. § 131(g). With this in mind the Legislature enacted a system of regulation designed to provide maximum control of outdoor advertising at the least cost to the taxpayer. In order to insure that the cost to the State would be minimal, the Legislature specifically provided that the State could use its power of eminent domain to remove nonconforming signs (compensable signs under § 2719(6)) “when and only when” the federal share of compensation was available or when the Legislature made a “specific appropriation” for such an acquisition. P.L. 1969, ch. 257, § 2719(6). The Legislature further provided that when the federal share of compensation was not available, regulation of outdoor advertising signs (noncompensable signs under § 2719(7)) via the State’s police power would be appropriate. It is clear that the purpose of this legislation was twofold — (1) to control outdoor advertising, and (2) to protect the State treasury against the cost of such control. These two goals were inextricably joined.
[751]*751The United States Supreme Court has acknowledged that a state has a valid interest in “preserving the fiscal integrity of its programs” and, therefore, “it may legitimately attempt to limit its expenditures” for any program. Graham v. Richardson, 403 U.S. 365, 374-75, 91 S.Ct. 1848, 1853, 29 L.Ed.2d 534 (1971); Shapiro v. Thompson, 394 U.S. 618, 633, 89 S.Ct. 1322, 22 L.Ed.2d 600 (1969). In both Graham and Shapiro, however, the Supreme Court held unconstitutional, on equal protection grounds, state statutory provisions involving the denial of welfare assistance to new residents and aliens who did not meet certain residency requirements. We believe the instant case is distinguishable. Both Graham and Shapiro were cases involving a “fundamental” interest (the right of interstate travel) and/or a “suspect” classification (alienage). The traditional standard of equal protection review was therefore abandoned by the Court in favor of a “strict scrutiny” test. Under this latter test, the states involved were unable to show that the legislation under attack served to promote a compelling governmental interest. The Maine legislation questioned here does not involve either a “fundamental” interest or a “suspect” classification.
The State has a legitimate interest in keeping the costs of its control of highway advertising to a minimum.5 We cannot say that a classification scheme which was adopted to accomplish this goal was arbitrary because all sign owners affected by the legislation were not treated alike. As the Supreme Court held in Lindsley, supra, a classification having some reasonable basis does not offend the Equal Protection Clause because it results in some inequality. Nor do we find the classification arbitrary because it discriminates between the rights of owners of signs erected between October, 1965, and October, 1969, and the rights of owners of signs erected at some other time. Cf. Williams v. Walsh, 222 U.S. 415, 32 S.Ct. 137, 56 L.Ed. 253 (1912); Sperry & Hutchinson Co. v. Rhodes, 220 U.S. 502, 31 S.Ct. 490, 55 L.Ed. 561 (1911).
The entry is:
Appeal sustained.
Judgment set aside.
Remanded to the Superior Court for further proceedings consistent with the opinion herein.
WERNICK, DELAHANTY and GOD-FREY, JJ., concurring.
POMEROY, J„ and DUFRESNE, A. R. J., dissenting.