URBAN ONE, INC. — Director's Dealing 2005

Feb 3, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RADIO ONE INC (ROIA/ROIAK)
CIK: 0001041657
Period of Report: 2005-02-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-02	Class D Common Stock	D	1125000	$15.78	Disposed	10538582	Indirect

Footnotes

F1: On April 9, 2001, the Reporting Person entered into a promissory note with the Company in connection with the Reporting Person's employment agreement. The terms of the promissory note permit satisfaction, in whole or in part, of the note with cash or common stock (based on the ten day average for the ten days preceding the transaction date of the closing prices of the sales of common stock). On February 2, 2005, the Reporting Person elected to satisfy the promissory note, in part, by transferring 1,125,000 shares of Class D common stock to the Company.

F2: The Reporting Person holds a total of 10,538,582 shares of Class D common stock of Radio One, Inc. (the "Company") as follows: (1) 450,872 shares in his own name, (2) 3,845,614 shares are held by the Alfred C. Liggins, III 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.