URBAN ONE, INC. — Director's Dealing 2011

Nov 29, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RADIO ONE, INC. (ROIA/ROIAK)
CIK: 0001041657
Period of Report: 2011-11-21

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-21	Class D Common Stck	S	15697	$1.19	Disposed	162931	Direct

Footnotes

F1: 1. Shares sold to satisfy tax obligation for shares vesting on November 19, 2011 and reported as acquired on January 7, 2010. The tax obligation was based on 43,333 shares (or 1/3 of the acquired amount) vesting at a price of $1.19 per share.

F2: 2. The total represents all classes of Radio One, Inc. stock, Classes A, B, C, and D. The reporting person beneficially owns a total of: 162,931 of Class D common stock.