URBAN ONE, INC. — Director's Dealing 2005

Sep 8, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RADIO ONE INC (ROIA/ROIAK)
CIK: 0001041657
Period of Report: 2005-09-06

Reporting Person: ROYSTER SCOTT R (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-09-06	Class A Common Stock	D	300000	$14.08	Disposed	33718	Direct
2005-09-06	Class D Common Stock	D	230000	$14.10	Disposed	416879	Direct

Footnotes

F1: On October 18, 2000, the Reporting Person entered into a promissory note and stock pledge agreement ("Note") with the Company in connection with the Reporting Person's employment agreement. The proceeds of the Note were used to purchase shares of the Company's Class A and Class D common stock. The terms of the Note permit satisfaction, in whole or in part, of the Note with cash and/or shares of the Company's Class A and Class D common stock (based on the ten day average for the ten trading days preceding the transaction date of the closing prices of the sales of the Class A and Class D common stock). On September 6, 2005, the Reporting Person elected to partially satisfy the Note by transferring 300,000 shares of Class A and 230,000 shares of Class D common stock to the Company.