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: 2005-01-10

Reporting Person: ROYSTER SCOTT R (Executive VP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-01-10	Class D Common Stock	D	20000	$15.95	Disposed	647059	Direct

Footnotes

F1: On January 30, 2002, 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 January 10, 2005, the Reporting Person elected to satisfy the promissory note, in part, by transferring 20,000 shares of Class D common stock to the Company.