URBAN ONE, INC. — Director's Dealing 2011

Jun 8, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RADIO ONE, INC. (ROIA/ROIAK)
CIK: 0001041657
Period of Report: 2011-06-06

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-06-06	Class D Common Stock	S	15696	$2.13	Disposed	178628	Direct

Footnotes

F1: Shares sold to satisfy tax obligation for shares vesting on June 5, 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 $2.13 per share.

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) 84,304 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.