URBAN ONE, INC. — Director's Dealing 2009

Jul 7, 2009

SEC Form 4/A — Form 4/A

Issuer: RADIO ONE INC (ROIA/ROIAK)
CIK: 0001041657
Period of Report: 2009-06-05

Reporting Person: Thompson Peter (CFO / EVP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-06-05	Stock (Class D restricted stock)	I	225000	$0.00	Disposed	150000	Direct

Footnotes

F1: The total represents all shares held by the reporting person across all classes of Radio One, Inc. stock, Classes A, B, C and D. The reporting person beneficially owns a total of 150,000 Class D shares or options to purchase Class D shares granted and vesting as follows: (1) 75,000 restricted shares vesting in three equal annual installments (33 1/3 percent installments) on February 19, 2009 (vested), 2010 and 2011; and (2) options to purchase 75,000 shares vesting in three equal annual installments (33 1/3 percent installments) on February 19, 2009 (vested), 2010 and 2011.