SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BEASLEY GEORGE G

(Last)

(First)

(Middle)

3033 RIVIERA DRIVE, SUITE 200

(Street)

NAPLES

34103

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BEASLEY BROADCAST GROUP INC [ BBGI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	02/02/2005		C⁽¹⁾		25,000	A	⁽²⁾	25,000	I	See footnote.⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽⁴⁾	02/02/2005		C⁽¹⁾			25,000	⁽²⁾	⁽²⁾	Class A Common Stock	25,000	⁽²⁾	316,736	I	See footnote.⁽³⁾
Class B Common Stock	⁽⁴⁾							⁽⁵⁾	⁽⁵⁾	Class A Common Stock	12,260,731		12,260,731	I	See footnote.⁽⁶⁾
Class B Common Stock	⁽⁴⁾							⁽⁵⁾	⁽⁵⁾	Class A Common Stock	1,685,312		1,685,312	I	See footnote.⁽⁷⁾
Class B Common Stock	⁽⁴⁾							⁽⁵⁾	⁽⁵⁾	Class A Common Stock	62,322		62,322	D

Explanation of Responses:

1. This transaction reflects the conversion of Class B common stock to Class A common stock in the REB Florida Intangible Tax Trust, dated August 20, 2004, of which George Beasley is the Trustee.

2. This column is not applicable to this transaction.

3. By George Beasley as Trustee of the REB Florida Intangible Tax Trust, dated August 20, 2004.

4. Class B common stock converts to Class A common stock on a one-for-one basis.

5. This column is not applicable to this holding.

6. By George Beasley as Trustee of the GGB Family Limited Partnership Florida Intangible Tax Trust.

7. By George Beasley as Trustee of the George Beasley Grantor Retained Annuity Trust, dated November 18, 2002.

Remarks:

Caroline Beasley signed this Form 4 pursuant to a Power of Attorney previously filed with the Commission.

	/s/ Caroline Beasley, Attorney-in-Fact	02/04/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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