URBAN ONE, INC. — Director's Dealing 2010

Jul 14, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RADIO ONE, INC. (ROIA/ROIAK)
CIK: 0001041657
Period of Report: 2010-07-13

Reporting Person: Mayo Barry A. (President of the Radio Div.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-07-13	Class D Common Stock	S	69	$1.43	Disposed	194324	Direct

Footnotes

F1: Shares sold to satisfy tax obligation for shares vesting on June 5, 2010 and reported as acquired on January 7, 2010. The tax obligation was based 43,333 shares (or 1/3 of the acquired amount) vesting at a price of $3.86 per share. Shares will continue to be sold over a period of time until the full amount of the tax obligation is settled. The ultimate number of shares sold to satisfy the tax obligation will depend upon the prices at which shares are sold and the number of shares sold at a given price.

F2: The total represents all classes of Radio One, Inc. stock, Classes A, B, C and D. the reporting person beneficially owns a total of (1) 100,000 shares of Class D common stock and (2) 94,324 shares of restricted Class D common stock vesting as set forth in footnote 1 above.