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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 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*
MORGAN MARC W
(Last) (First) (Middle)
6205 PEACHTREE DUNWOODY ROAD
(Street)
ATLANTA GA 30328
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
COX RADIO INC [ CXR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Exec. VP and COO
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2008
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)
Code V Amount (A) or (D) Price
Class A Common Stock 03/31/2008 S 10,800 D $12 37,865 D
Class A Common Stock 03/31/2008 S 500 D $12.01 37,365 D
Class A Common Stock 03/31/2008 S 500 D $12.02 36,865 D
Class A Common Stock 03/31/2008 S 500 D $12.03 36,365 D
Class A Common Stock 03/31/2008 S 100 D $12.04 36,265 D
Class A Common Stock 03/31/2008 S 1,700 D $12.05 34,565 D
Class A Common Stock 03/31/2008 S 500 D $12.09 34,065 D
Class A Common Stock 03/31/2008 S 200 D $12.1 33,865 D
Class A Common Stock 03/31/2008 S 2,000 D $12.11 31,865 D
Class A Common Stock 04/01/2008 S 20,001 D $12 11,864 D
Class A Common Stock 04/01/2008 S 2,500 D $12.01 9,364 D
Class A Common Stock 04/01/2008 S 1,600 D $12.02 7,764 D
Class A Common Stock 04/01/2008 S 2,000 D $12.03 5,764 D
Restricted Stock Units 44,460 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
JAN 2000 Stock Option $31.66 01/03/2005(1) 01/03/2010 Class A Common Stock 42,000 42,000 D
JAN 2001 Stock Option $21.81 01/02/2006(2) 01/02/2011 Class A Common Stock 50,000 50,000 D
JAN 2002 Stock Option $24.66 01/02/2007(3) 01/02/2012 Class A Common Stock 75,000 75,000 D
MAR 2003 Stock Option $20.9 03/18/2008(4) 01/01/2013 Class A Common Stock 92,310 92,310 D
MAR 2004 Stock Option $21.3 03/15/2009(5) 03/15/2014 Class A Common Stock 60,000 60,000 D
MAR 2005 Stock Option $17.04 03/15/2010(6) 03/15/2015 Class A Common Stock 85,005 85,005 D
Explanation of Responses:
1. Pursuant to the Issuer's Long-Term Incentive Plan, the grant will become exercisable as follows: 60% in January 2003, 20% in January 2004 and 20% in January 2005.
2. Pursuant to the Issuer's Long-Term Incentive Plan, the grant will become exercisable as follows: 60% In January 2004, 20% in January 2005, and 20% in January 2006.
3. Pursuant to the Issuer's Long-Term Incentive Plan, the grant will become exercisable as follows: 60% in January 2005, 20% in January 2006, and 20% in January 2007.
4. Pursuant to the Issuer's Long-Term Incentive Plan, the grant will become exercisable as follows: 60% in March 2006, 20% in March 2007, and 20% in March 2008.
5. Pursuant to the Issuer's Long-Term Incentive Plan, the grant will become exercisable as follows: 60% in March 2007, 20% in March 2008, and 20% in March 2009.
6. Pursuant to the Issuer's Long-Term Incentive Plan, the grant will become exercisable as follows: 60% in March 2008, 20% in March 2009, and 20% in March 2010.
Remarks:
/s/ Morgan, Marc 04/02/2008
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.