URBAN ONE, INC. — Director's Dealing 2006

Apr 27, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RADIO ONE INC (ROIA/ROIAK)
CIK: 0001041657
Period of Report: 2006-04-25

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-04-25	Variable Prepaid Forward Sale Contract	$	J	1	Disposed	2008-04-25	Class D Common Stock (375000)	Indirect

Footnotes

F1: On April 25, 2006, 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 375,000 shares of Class D common stock held by the Revocable Trust with a financial institution. Upon the expiration of the 24-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 maximun 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 312,500 and the maximum will be 375,000 shares. The execution price of the transaction was $7.5445 per share and the reporting person received an aggregate amount of $2,496,757.97.

F3: The Revocable Trust owns 4,814,581 shares of Radio One, Inc. Class D common stock. Mr. Liggins is the trustee and sole beneficiary of the Revocable Trust.