URBAN ONE, INC. — Director's Dealing 2003

Jun 24, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RADIO ONE INC (ROIA/ROIAK)
CIK: 0001041657
Period of Report: 2003-06-20

Reporting Person: LIGGINS ALFRED C (Director, President and CEO, 10% Owner)

Footnotes

F1: On June 20, 2003, the reporting person, through the Alfred C. Liggins, III Revocable Trust (the "Revocable Trust"), of which Mr. Liggins is the trustee and sole beneficiary, entered into a variable prepaid forward contract (the "Contract") for 600,000 shares of Class D common stock held by the Revocable Trust with a financial institution. Upon the expiration of the 36-month term of the Contract, the reporting person will be required to either deliver to the financial institution a number of shares determined by the share price at the Contract's maturity date or to settle the contract with a cash payment.

F2: Subject to a minimum and maximum delivery obligation, the number of shares deliverable will depend upon the closing price of the Class D common stock on the maturity date of the Contract. The minimum number of shares deliverable will be 428,572 shares and the maximum amount will be 600,000 shares. The stock price at the time of the transaction was $17.8803 per share and the reporting person received an aggregate amount of $8,990,215 upon entering into the Contract.

F3: The Reporting Person holds a total of 11,663,582 shares of Class D common stock of Radio One, Inc. (the "Company") as follows: (1) 75,872 are held directly, (2) 5,345,614 shares are held by the Revocable Trust, and (3) 6,242,096 shares are held by the Hughes-Liggins Family Partners, LP, of which the Revocable Trust is a member of the general partner and a limited partner. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.