URBAN ONE, INC. — Director's Dealing 2009

May 19, 2009

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: RADIO ONE INC (ROIAK)
CIK: 0001041657
Period of Report: 2009-05-11

Reporting Person: Fine Capital Partners, L.P. (10% Owner)
Reporting Person: Fine Capital Advisors, LLC (10% Owner)
Reporting Person: Fine Debra (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class D Common Stock, $.001 par value	6192898	Indirect

Footnotes

F1: The filing of this Form 3 shall not be construed as an admission that (i) Fine Capital Partners, L.P. ("Capital Partners"), (ii) Fine Capital Advisors, LLC ("Capital Advisors") or (iii) Debra Fine is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of the Class D Common Stock of Radio One, Inc. (the "Common Stock") held by (a) Dekel Partners, L.P. ("Dekel"), (b) Mayaan Partners, L.P. ("Mayaan"), (c) Noga Partners, L.P. ("Noga"), (d) Fine Partners I, L.P. ("Fine Partners") and (e) Fine Offshore Partners, L.P. ("Fine Offshore," and together with Dekel, Mayaan, Noga and Fine Partners, the "Funds"). Pursuant to Rule 16a-1, each of Capital Partners, Capital Advisors and Debra Fine disclaim such beneficial ownership beyond their pecuniary interest in the Funds.

F2: Capital Partners and its general partner, Capital Advisors, indirectly hold shares of Common Stock on behalf of the Funds. Debra Fine reports the shares of Common Stock indirectly held by Capital Advisors because, as the manager of Capital Advisors at the time of purchase, she controlled the disposition and voting of the shares of Common Stock.