URBAN ONE, INC. — Director's Dealing 2010

Jul 6, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RADIO ONE, INC. (ROIA/ROIAK)
CIK: 0001041657
Period of Report: 2010-06-29

Reporting Person: VILARDO LINDA J (Chief Administrative Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-06-29	Class D Common Stock	S	8725	$1.38	Disposed	187645	Direct
2010-06-30	Class D Common Stock	S	11498	$1.34	Disposed	176147	Direct
2010-07-01	Class D Common Stock	S	4931	$1.23	Disposed	171216	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 on 75,000 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 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 (1) 1,000 shares of Class A common stock and (2) 186,645 restricted shares of Class D common stock vesting as noted in footnote 1 above.

F3: 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 (1) 1,000 shares of Class A common stock and (2) 175,147 restricted shares of Class D common stock vesting as noted in footnote 1 above.

F4: 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 (1) 1,000 shares of Class A common stock and (2) 170,216 restricted shares of Class D common stock vesting as noted in footnote 1 above.