UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

R	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2007
OR
£	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
	For the transition period from                   to

Commission File No. 0-25969

RADIO ONE, INC.

(Exact name of registrant as specified in its charter)

Delaware	52-1166660
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

5900 Princess Garden Parkway

7th Floor

Lanham, Maryland 20706

(Address of principal executive offices)

Registrant’s telephone number, including area code

(301) 306-1111

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Class A Common Stock, $.001 par value

Class D Common Stock, $.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes £     No R

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  Yes £     No R

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes £     No R

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  Yes £     No R

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer RAccelerated filer £Non-accelerated filer £

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.  Yes £     No R

The number of shares outstanding of each of the issuer’s classes of common stock is as follows:

Class	Outstanding at February 22, 2008
Class A Common Stock, $.001 par value	3,814,761
Class B Common Stock, $.001 par value	2,861,843
Class C Common Stock, $.001 par value	3,121,048
Class D Common Stock, $.001 par value	89,145,194

The aggregate market value of common stock held by non-affiliates of the Registrant, based upon the closing price of the Registrant’s Class A and Class D common stock on June 30, 2007, was approximately $575.0 million.

RADIO ONE, INC. AND SUBSIDIARIES

Form 10-K

For the Year Ended December 31, 2007

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	14
Item 1B.	Unresolved Staff Comments	18
Item 2.	Properties	18
Item 3.	Legal Proceedings	18
Item 4.	Submission of Matters to a Vote of Security Holders	19
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	19
Item 6.	Selected Financial Data	20
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 7A.	Quantitative and Qualitative Disclosure About Market Risk	38
Item 8.	Financial Statements and Supplementary Data	38
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	38
Item 9A.	Controls and Procedures	38
Item 9B.	Other Information	39
PART III
Item 10.	Directors and Executive Officers of the Registrant	40
Item 11.	Executive Compensation	40
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	40
Item 13.	Certain Relationships and Related Transactions	40
Item 14.	Principal Accounting Fees and Services	40
PART IV
Item 15.	Exhibits and Financial Statement Schedules	40
SIGNATURES		42

CERTAIN DEFINITIONS

Unless otherwise noted, the terms “Radio One,” “the Company,” “we,” “our” and “us” refer to Radio One, Inc. and its subsidiaries.

Cautionary Note Regarding Forward-Looking Statements

This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements do not relay historical facts, but rather reflect our current expectations concerning future operations, results and events. All statements other than statements of historical fact are “forward-looking statements” including any projections of earnings, revenues or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. You can identify some of these forward-looking statements by our use of words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “likely,” “may,” “estimates” and similar expressions.  You can also identify forward-looking statement in that such statements discuss matters in a way that anticipates operations, results or events that have not already occurred but rather will or may occur in future periods.  We cannot guarantee that we will achieve any forward-looking plans, intentions, results, operations or expectations.  Because these statements apply to future events, they are subject to risks and uncertainties, some of which are beyond our control that could cause actual results to differ materially from those forecast or anticipated in the forward-looking statements.  These risks, uncertainties and factors include, but are not limited to the factors described under the heading “Risk Factors” contained in this report.

You should not place undue reliance on these forward-looking statements, which reflect our views as of the date of this report. We undertake no obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.

PART I

ITEM 1.  BUSINESS

Overview

Radio One is one of the nation’s largest radio broadcasting companies and the largest broadcasting company primarily targeting African-American and urban listeners.  While our primary source of revenue is the sale of local and national advertising for broadcast on our radio stations, we have recently engaged in a business and revenue diversification plan and have made acquisitions and investments in other complementary media properties. Over the past year, we have also been engaged in a $150.0 million non-strategic radio asset disposition plan.  From December 2006 through 2007, we disposed of 18 stations in five markets pursuant to that plan.  Currently, on a pro forma basis, after the closing of the sale of our Miami station, we will own and/or operate 54 radio stations located in 17 urban markets in the United States.  Our other media acquisitions and investments include our approximate 36% ownership interest in TV One, LLC (“TV One”), an African-American targeted cable television network that we invested in with an affiliate of Comcast Corporation and other investors; our 51% ownership interest in Reach Media, Inc. (“Reach Media”), which operates the Tom Joyner Morning Show; and our acquisition of certain assets of Giant Magazine, LLC (“Giant Magazine”), an urban-themed lifestyle and entertainment magazine. 

Within our core business, we believe radio broadcasting primarily targeting African-Americans continues to have growth potential and that we have a competitive advantage in the African-American market and the radio industry in general due to our focus on urban formats and our skill in programming and marketing these formats. To maintain and improve our competitive position, we continually explore opportunities in other forms of media that are complementary to our radio business, which we believe will allow us to leverage our expertise in the African-American market and our significant listener base.  As we continue to engage in our diversification strategy, we anticipate that other sources of revenue, such as internet advertising revenue, will comprise more of our overall revenue.

Our Chairperson, Catherine L. Hughes, was a co-founder of Radio One in 1980. She and her son, Alfred C. Liggins, III, our Chief Executive Officer and President, together have more than 50 years of operating experience in the radio broadcasting industry. Ms. Hughes, Mr. Liggins and our strong management team have successfully implemented a strategy of acquiring and turning around underperforming radio stations.

Significant 2007 and Recent Events

On February 20, 2008, Peter Thompson assumed the role of Executive Vice President and Chief Financial Officer of the Company.  Mr. Thompson comes to the Company with over 20 years of financial experience and has served as the Company’s Executive Vice President of Corporate Development since October 1, 2007.  Mr. Thompson assumed the role after the departure of Scott R. Royster, as of the close of business on December 31, 2007.  

Acquisitions

In July 2007, the Company purchased the assets of WDBZ-AM, a radio station located in the Cincinnati metropolitan area for approximately $2.6 million in seller financing. Since August 2001 and up until closing, the station had been operated under a local marketing agreement (“LMA”), and the results of its operations had been included in the Company’s consolidated financial statements since the LMA commenced.

In April 2007, the Company signed an agreement and made a deposit of $3.0 million to acquire the assets of WPRS-FM (formerly WXGG-FM), a radio station located in the Washington, DC metropolitan area for approximately $38.0 million in cash. The Company began operating the station under an LMA in April 2007 and the financial results since inception of the LMA have been included in the Company’s consolidated financial statements. The station has been consolidated with the existing Washington, DC operations.  The Company expects to complete this acquisition in the second quarter of 2008.

        In December 2006, we acquired certain assets of Giant Magazine for $270,000. Giant Magazine is an urban-themed lifestyle and entertainment magazine. The publication will continue to be based in New York, while certain back-office functions have been consolidated into Radio One’s corporate offices.

Dispositions

Throughout 2007, the Company closed on numerous sales of assets and entered into an agreement to sell the assets of one of its radio stations as outlined below.

Augusta Stations:  In December 2007, the Company closed on the sale of the assets of its five radio stations in the Augusta metropolitan area to Perry Broadcasting Company for approximately $3.1 million in cash.

Louisville Station:  In November 2007, the Company closed on the sale of the assets of WLRX-FM, its remaining radio station in the Louisville metropolitan area to WAY FM Media Group, Inc. for approximately $1.0 million in cash.

Miami Station:  In October 2007, the Company entered into an agreement to sell the assets of its radio station WMCU-AM (formerly WTPS-AM), located in the Miami metropolitan area, to Salem Communications Holding Corporation (“Salem”) for approximately $12.3 million in cash. Salem began operating the station under an LMA effective October 18, 2007.  Subject to the necessary regulatory approvals, the transaction is expected to close in the second quarter of 2008.

Dayton and Louisville Stations:  In September 2007, the Company closed on the sale of the assets of its five radio stations in the Dayton metropolitan area and five of its six radio stations in the Louisville metropolitan area to Main Line Broadcasting, LLC for approximately $76.0 million in cash.

Minneapolis Station:  In August 2007, the Company closed on the sale of the assets of radio station KTTB-FM in the Minneapolis metropolitan area to Northern Lights Broadcasting, LLC for approximately $28.0 million in cash.

       Boston Station:  In December 2006, the Company closed on the sale of the assets of its radio station WILD-FM in the Boston metropolitan area to Entercom Boston, LLC (“Entercom”) for approximately $30.0 million in cash. Entercom began operating the station under an LMA effective August 18, 2006.

1

Our Stations and Markets

The table below provides information about our radio stations and the markets in which we operated as of December 31, 2007.

	Radio One						Market Data
					Entire
					Audience
					Four Book				Ranking by
					Average				Size of		Estimated
					(Ending				African-		Fall 2007 Metro
					Fall 2007)		Estimated 2007		American		Population Persons 12+(c)
	Number of Stations				Audience		Annual Radio		Population				African-
Market	FM		AM		Share(a)		Revenue(b)		Persons 12+(c)		Total		American%
							($ millions)				(millions)
Atlanta		4		-		14.7		405.3		3		4.3		30.8	%
Washington, DC (1)		3		2		11.8		377.6		4		4.2		26.8	%
Philadelphia		3		-		8.6		305.2		5		4.4		20.2	%
Detroit		2		1		6.3		231.0		6		3.9		21.9	%
Los Angeles		1		-		1.4		1,044.4		7		10.9		7.5	%
Houston		3		-		13.3		389.9		8		4.6		16.4	%
Miami (2)		-		1		N/A		313.6		9		3.5		20.3	%
Dallas		2		-		5.9		421.6		10		5.0		14.1	%
Baltimore		2		2		15.8		152.1		11		2.3		28.1	%
St. Louis		2		-		6.4		142.8		14		2.3		18.3	%
Charlotte		2		-		5.6		113.7		16		1.9		20.9	%
Cleveland		2		2		13.9		112.3		17		1.8		19.1	%
Richmond		4		1		21.7		61.7		19		.9		29.7	%
Raleigh-Durham		4		-		18.7		86.0		20		1.2		21.7	%
Boston		-		1		0.6		316.8		21		3.9		6.6	%
Cincinnati		2		1		9.4		124.7		29		1.8		12.0	%
Columbus		3		-		13.0		107.3		30		1.4		14.6	%
Indianapolis (3)		3		1		18.6		98.4		31		1.4		14.8	%
Total		42		12

(1)     (2)   (3) In the Washington, DC market, we began operating WPRS-FM (formerly known as WXGG-FM) pursuant to an LMA in April 2007.  Therefore, Washington, DC audience data includes a four book average for WKYS-FM, WMMJ-FM and WYCB-AM and a three book average for WPRS-FM.   Pursuant to our non-strategic asset radio disposition plan, in October 2007 we entered into an agreement to sell the assets of our Miami station.   WDNI-LP, the low power television station that we acquired in Indianapolis in June 2000, is not included in this table.

(a)	Audience share data are for the 12+ demographic and derived from the Arbitron Survey four book averages ending with the Fall 2007 Arbitron Survey. In the Miami market, we provide no audience share data because we do not subscribe to the Arbitron service for our station in that market.
(b)	2007 estimated annual radio revenues are from BIA Financials Investing in Radio Market Report, 2007 Fourth Edition.
(c)	Population estimates are from the Arbitron Radio Market Report, Fall 2007.

The African-American Market Opportunity

        We believe that urban-oriented media primarily targeting African-Americans continues to have growth potential for the following reasons:

Rapid African-American Population Growth.  From 2000 to 2005, the African-American population grew 4.8%, compared to a 4.3% overall population growth rate, and accounted for 12.1% of total population growth. The African-American population is expected to increase by approximately 2.4 million between 2005 and 2010 to approximately 40.0 million, a 9.9% increase from 2000, compared to an expected increase during the same period of 6.0% for the non-African-American population. African-Americans are expected to make up 17.9% of total population growth during the period from 2005 - 2010. (Source: U.S. Census Bureau, 2004, “U.S. Interim Projections by Age, Sex, Race, and Hispanic Origin.”) According to the U.S. Census, the average African-American population is nearly five years younger than the total U.S. population. As a result, urban formats, in general, tend to skew younger than formats targeted to the general market population. Within the next 30 years the African-American population is expected to exceed 50 million people and will represent more than 14% of the total U.S. population. The African-American consumer market is widespread geographically and represents an attractive customer segment in many states. (Source: The Multicultural Economy, the University of Georgia’s Selig Center for Economic Growth, 2006 Edition).

High African-American Geographic Concentration.  An analysis of the African-American population shows a high degree of geographic concentration.  A recent study shows that while the most populous five U.S. markets are home to 21.0% of the overall U.S. population, 27.0% of the African-American population resides in those same markets.  Expanding the analysis to the most populous 20 U.S. markets, 45.0% of the overall U.S. population resides within these markets, with 57% of the African-American population residing within them.  (Source: “Markets Within Markets,” CAB Race, Relevance and Revenue, June 2007).  The practical implication of this concentration is that constructing a geographic media strategy across radio and the Internet can have a much more meaningful reach towards the African-American population than non-African-American populations.

2

Higher African-American Income Growth.  The economic status of African-Americans improved at an above-average rate over the past two decades. The per capita income of African-Americans is expected to increase 21.1% between 2005 and 2010 (Source: U.S. Census Bureau, Historical Income Data). African-American buying power was estimated at $799 billion in 2006, up from $590 billion in 2000. African-American buying power is expected to increase to $1.1 trillion by 2011, up by 237.0% in 22 years. (Source: “Black Buying Power,” CAB Race, Relevance and Revenue, June 2007).  In addition, the African-American consumer tends to have a different consumption profile than non-African-Americans. A report published by the Cable Advertising Bureau notes those products and services for which African-American households spent more or a higher proportion of their money than non-African-Americans. The products and services included apparel and accessories, appliances, consumer electronics, food, personal care products, telephone service and transportation. Such findings imply that utilities, telecom firms, clothing and grocers would greatly benefit from marketing directly to African-American consumers.  This is particularly true in those states (including the District of Columbia) with the largest share of total African-American buying power, such as the District of Columbia (31.1%), Maryland (22.0%), Georgia (20.5%), North Carolina (14.5%) and Virginia (13.1%).  (Source: “Black Buying Power,” CAB Race, Relevance and Revenue, June 2007).

Growth in Advertising Targeting the African-American Market.  We continue to believe that large corporate advertisers are becoming more focused on reaching minority consumers in the United States. The African-American community is considered an emerging growth market within a mature domestic market. Over the 12-month period October 1, 2006 to September 30, 2007, advertisers spent $2.3 billion across all media targeting African-Americans.  Of that amount, advertisers spent $805 million, or 35% of total media spending, on radio formats targeting African-Americans. Advertisers use radio to target African-Americans more than any other medium. (Source:  “Big Ad-Spend on Radio Targeting Blacks” Mediaweek, January 29, 2008).  We believe many large corporations are expanding their commitment to ethnic advertising. The companies that successfully market to the African-American audience have focused on building brand relationships. Advertisers are making an effort to fully understand the African-American consumer, and to relate to them with messages that are relevant to their community. They are accomplishing this by visibly and consistently engaging the African-American consumer, involving themselves with the interests of the African-American consumer and increasing African-American brand loyalty.

Growing Influence of African-American Culture.  We believe that there continues to be an ongoing “urbanization” of many facets of American society as evidenced by the influence of African-American culture in the areas of politics, music, film, fashion, sports and urban-oriented television shows and networks. We believe that many companies from a broad range of industries and prominent fashion designers have embraced this urbanization trend in their products as well as their advertising messages.

Significant and Growing Internet Usage among African-Americans with Limited Targeted Online Content Offerings.  African-Americans are becoming significant users of the Internet. The same factors driving increases in African-American buying power, such as improvements in education, income and employment are also increasing African-American Internet usage. One study estimates that African-Americans will make up 11.8% of all U.S. Internet users in 2011, up from 10.8% in 2006.  (Source:  "African Americans Online", eMarketer, 2007). In one of the more recent studies available that tracks Internet usage patterns, African-Americans were found to use the Internet more hours per day than the general online population. Additionally, the growth of Internet penetration and high-speed Internet penetration in African-American households is expected to remain above that of the general population. Furthermore, even with such high penetration, the overwhelming number of African-Americans say there is not enough online content that is targeted towards them as a distinct culture with its own needs and values. (Source: 2005 AOL African-American Cyberstudy, conducted for America Online by Images Market Research). In fact, we believe that there is no one company that dominates the African-American market online and the lack of any strong competitive presence presents a significant opportunity for us to build an online business that is highly scalable.

Business Strategy

Radio Station Portfolio Optimization.  Our strategy is to make select acquisitions of radio stations, primarily in markets where we already have a presence, and to divest stations which are no longer strategic in nature. We may divest stations that do not have an urban format or stations located in smaller markets or markets where the African-American population is smaller, on a relative basis, than other markets in which we operate. In addition, we are continually looking for opportunities to upgrade existing radio stations by strengthening their signals to reach a larger number of potential listeners.

Investment in Complementary Businesses.  We intend to continue to invest in complementary businesses in the media and entertainment industry. The primary focus of these investments will be on businesses that provide entertainment and information content to African-American consumers. Such investments now include the Internet and publishing. We believe that our existing asset base and audience coverage provide us with a competitive advantage in these new businesses.

3

Top 60 African-American Radio Markets in the United States

The table below notes the top 60 African-American radio markets in the United States. Boxes and bold text indicate markets where we own and/or operate radio stations. Population estimates are for 2007 and are based upon data provided by Arbitron.

Rank		Market	African-American Population (Persons 12+)		African-Americans as a Percentage of the OverallPopulation (Persons 12+)
			(In thousands)
	1	New York, NY		2,663		17.4	%
	2	Chicago, IL		1,378		17.7
	3	Atlanta, GA		1,315		30.8
	4	Washington, DC		1,127		26.8
	5	Philadelphia, PA		878		20.2
	6	Detroit, MI		846		21.9
	7	Los Angeles, CA		813		7.5
	8	Houston-Galveston, TX		760		16.4
	9	Miami-Ft. Lauderdale-Hollywood, FL		718		20.3
	10	Dallas-Ft. Worth, TX		702		14.1
	11	Baltimore, MD		634		28.1
	12	Memphis, TN		468		43.6
	13	San Francisco, CA		425		7.1
	14	St. Louis, MO		422		18.3
	15	Norfolk-Virginia Beach-Newport News, VA		422		31.8
	16	Charlotte-Gastonia-Rock Hill, NC		394		20.9
	17	Cleveland, OH		341		19.1
	18	New Orleans, LA		282		30.9
	19	Richmond, VA		275		29.7
	20	Raleigh-Durham, NC		267		21.7
	21	Boston, MA		255		6.6
	22	Birmingham, AL		250		28.3
	23	Tampa-St. Petersburg-Clearwater, FL		249		10.6
	24	Jacksonville, FL		238		21.5
	25	Orlando, FL		234		15.8
	26	Greensboro-Winston-Salem-High Point, NC		234		20.3
	27	Nassau-Suffolk (Long Island), NY		215		9.1
	28	Milwaukee-Racine, WI		210		14.7
	29	Cincinnati, OH		210		12.0
	30	Columbus, OH		208		14.6
	31	Indianapolis, IN		200		14.8
	32	Kansas City, KS		200		12.5
	33	Nashville, TN		184		15.5
	34	Jackson, MS		181		46.0
	35	Middlesex-Somerset-Union, NJ		180		13.1
	36	Seattle-Tacoma, WA		180		5.4
	37	Baton Rouge, LA		178		31.9
	38	Minneapolis-St. Paul, MN		175		6.5
	39	Riverside-San Bernardino, CA		170		9.3
	40	Columbia, SC		166		32.7
	41	West Palm Beach-Boca Raton, FL		165		14.8
	42	Pittsburgh, PA		163		8.2
	43	Las Vegas, NV		155		10.1
	44	Charleston, SC		148		28.5
	45	Augusta, GA		145		34.3
	46	Greenville-Spartanburg, SC		143		16.9
	47	Sacramento, CA		137		7.6
	48	Phoenix, AZ		136		4.3
	49	Louisville, KY		132		14.1
	50	San Diego, CA		128		5.1
	51	Mobile, AL		127		26.0
	52	Greenville-New Bern-Jacksonville, NC		126		24.7
	53	Shreveport, LA		126		37.2
	54	Lafayette, LA		120		26.7
	55	Montgomery, AL		119		40.2
	56	Denver-Boulder, CO		117		5.2
	57	Little Rock, AR		116		21.7
	58	Dayton, OH		115		13.8
	59	Wilmington, DE		114		19.3
	60	Buffalo-Niagara Falls, NY		113		11.7

4

Operating Strategy

To maximize net revenue and station operating income at our radio stations, we strive to achieve the largest audience share of African-American listeners in each market, convert these audience share ratings to advertising revenue, and control operating expenses. Through our national presence we provide advertisers with a multi-media advertising platform that is a unique and powerful delivery mechanism to African-Americans.   We believe that as we continue to diversify into other media, the strength of this unique platform will become even more compelling.  The success of our strategy relies on the following:

• market research, targeted programming and marketing;

• ownership and syndication of programming content;

• radio station clustering, programming segmentation and sales bundling;

• strategic sales efforts; marketing platform to national advertisers; advertising partnerships and special events;

• strong management and performance-based incentives; and

• significant community involvement.

Market Research, Targeted Programming and Marketing

We use market research to tailor the programming, marketing and promotion of our radio stations and content of our complementary media to maximize audience share. We also use our research to reinforce our current programming and content and to identify unserved or underserved markets or segments of the African-American population and to determine whether to acquire a new radio station or reprogram one of our existing radio stations to target those markets or segments.

We also seek to reinforce our targeted programming by creating a distinct and marketable identity for each of our radio stations. To achieve this objective, in addition to our significant community involvement discussed below, we employ and promote distinct, high-profile on-air personalities at many of our radio stations, many of whom have strong ties to the African-American community.

Ownership and Syndication of Programming Content

To diversify our revenue base, we seek to develop or acquire proprietary African-American targeted content. We distribute this content in a variety of ways, utilizing our own network of distribution assets or through distribution assets owned by others. If we distribute content through others, we will be paid for providing this content or receive advertising inventory in exchange. To date, our programming content efforts have included our investment in TV One and its related programming, our acquisition of 51% of the common stock of Reach Media, the acquisition of Giant Magazine and the recent development of several syndicated radio shows.

Radio Station Clustering, Programming Segmentation and Sales Bundling

We strive to build clusters of radio stations in our markets, with each radio station targeting different demographic segments of the African-American population. This clustering and programming segmentation strategy allows us to achieve greater penetration into each segment of our overall target market. We are then able to offer advertisers multiple audiences and to bundle the radio stations for advertising sales purposes when advantageous.

We believe there are several potential benefits that result from operating multiple radio stations in the same market. First, each additional radio station in a market provides us with a larger percentage of the prime advertising time available for sale within that market. Second, the more stations we program, the greater the market share we can achieve in our target demographic groups through the use of segmented programming. Third, we are often able to consolidate sales, promotional, technical support and business functions to produce substantial cost savings. Finally, the purchase of additional radio stations in an existing market allows us to take advantage of our market expertise and existing relationships with advertisers.

    Sales, Marketing and Special Events

We have assembled an effective, highly trained sales staff responsible for converting audience share into revenue. We operate with a focused, sales-oriented culture, which rewards aggressive selling efforts through a commission and bonus compensation structure. We hire and deploy large teams of sales professionals for each of our stations or station clusters, and we provide these teams with the resources necessary to compete effectively in the markets in which we operate. We utilize various sales strategies to sell and market our stations on a stand-alone basis, in combination with other stations within a given market, and across markets, where appropriate.

We have created a national platform of radio stations in some of the largest African-American markets. This platform reaches approximately 10 million listeners weekly, more than that of any other radio broadcaster primarily targeting African-Americans. Given the high degree of geographic concentration among the African-American population, national advertisers find advertising on our radio stations an efficient and cost-effective way to reach this target audience. Through our corporate sales department, we bundle and sell our platform of radio stations to national advertisers, thereby enhancing our revenue generating opportunities, expanding our base of advertisers, creating greater demand for our advertising time inventory and increasing the capacity utilization of our inventory and making our sales efforts more efficient.

We engage in joint sales and promotional activities across our various media properties, including TV One, Reach Media, and Giant Magazine, in order to provide additional value to our advertisers by creating a more efficient medium to reach African-American consumers.

5

In order to create advertising loyalty, we strive to be the recognized expert in marketing to the African-American consumer in the markets in which we operate. We believe that we have achieved this recognition by focusing on serving the African-American consumer and by creating innovative advertising campaigns and promotional tie-ins with our advertising clients and sponsoring numerous entertainment events each year. In these events, advertisers buy signage, booth space and broadcast promotions to sell a variety of goods and services to African-American consumers. As we expand our presence in our existing markets and into new markets, we may increase the number of events and the number of markets in which we host events based upon our evaluation of the financial viability and economic benefits of the events.

Strong Management and Performance-Based Incentives

We focus on hiring and retaining highly motivated and talented individuals in each functional area of our organization who can effectively help us implement our growth and operating strategies. Our management team is comprised of a diverse group of individuals who bring significant expertise to their functional areas. To enhance the quality of our management in the areas of sales and programming, general managers, sales managers and program directors have significant portions of their compensation tied to the achievement of certain performance goals. General Managers’ compensation is based partially on achieving station operating income benchmarks, which creates an incentive for management to focus on both sales growth and expense control. Additionally, sales managers and sales personnel have incentive packages based on sales goals, and program directors and on-air talent have incentive packages focused on maximizing ratings in specific target segments.

Significant Community Involvement

We believe our active involvement and significant relationships in the African-American community in each of our markets provide a competitive advantage in targeting African-American audiences and significantly improve the marketability of our radio broadcast time to advertisers who are targeting such communities. We believe that a radio station’s image should reflect the lifestyle and viewpoints of the target demographic group it serves. Due to our fundamental understanding of the African-American community, we are well positioned to identify music and musical styles, as well as political and social trends and issues, early in their evolution. This understanding is then integrated into significant aspects of our operations and enables us to create enhanced awareness and name recognition in the marketplace. In addition, we believe our approach to community involvement leads to increased effectiveness in developing and updating our programming formats which in turn leads to greater listenership and higher ratings over the long-term.

Our Station Portfolio

The following table sets forth selected information about our portfolio of radio stations. Market population data and revenue rank data are from BIA Financials Investing in Radio Market Report, 2007 Fourth Edition. Audience share and audience rank data are based on Arbitron Survey four book averages ending with the Fall 2007 Arbitron Survey unless otherwise noted. As used in this table, “n/a” means not applicable or not available and (“t”) means tied with one or more radio stations.

										Four Book Average
										Audience			Audience			Audience			Audience
	Market Rank									Share in			Rank in			Share in			Rank in
	2007		2007								12+			12+		Target			Target
	Metro		Radio		Year			Target Age		Demo-			Demo-			Demo-			Demo-
Market	Population		Revenue		Acquired		Format	Demographic		Graphic			Graphic			Graphic			Graphic
Atlanta		8		6
WPZE-FM					1999		Contemporary Inspirational		25-54		4.1			5			4.0			7
WJZZ-FM					1999		NAC/Jazz		25-54		3.4			9			3.0			11
WHTA-FM					2002		Urban Contemporary		18-34		3.9			7	(t)		7.5			2
WAMJ-FM					2004		Urban AC		25-54		3.3			10	(t)		4.4			6
Washington, DC		9		7
WKYS-FM					1995		Urban Contemporary		18-34		4.3			5	(t)		8.6			2
WMMJ-FM					1987		Urban AC		25-54		5.2			4			5.5			2
WPRS-FM(1)						n/a	Contemporary Inspirational		25-54		2.3			16	(t)		2.6			14	(t)
WYCB-AM					1998		Gospel		25-54		0.4			32	(t)		0.2			39	(t)
WOL-AM					1980		News/Talk		35-64		n/a			n/a			n/a			n/a
Philadelphia		7		10
WPPZ-FM(2)					1997		Contemporary Inspirational		25-54		3.2	*		12	*		3.4	*		12	*
WPHI-FM(3)					2000		Urban Contemporary		18-34		2.5	*		19	(t)*		6.4	*		4	*
WRNB-FM(4)					2004		Urban AC		25-54		2.6	*		17	(t)*		2.7	*		16	*
Detroit		11		13
WHTD-FM					1998		Urban Contemporary		18-34		2.4			18			5.3			5	(t)
WDMK-FM					1998		Urban AC		25-54		3.1			12	(t)		3.3			12	(t)
WCHB-AM					1998		News/Talk		35-64		0.8			24	(t)		0.7			27	(t)
Los Angeles		2		1
KRBV-FM(5)					2000		Urban AC		25-54		1.4			23	(t)		1.5			22
Houston		6		8
KMJQ-FM					2000		Urban AC		25-54		5.4	*		2	*		5.4	*		3	*
KBXX-FM					2000		Urban Contemporary		18-34		5.2	*		3	*		8.4	*		2	*
KROI-FM(6)					2004		Contemporary Inspirational		25-54		1.9	*		22	*		2.4	*		18	(t)*
Miami		12		11
WMCU-AM(7)					2000		Christian		35-64		n/a			n/a			n/a			n/a
Dallas		5		4
KBFB-FM					2000		Urban Contemporary		18-34		3.9			4			6.3			3
KSOC-FM					2001		Urban AC		25-54		2.0			19			2.4			17
Baltimore		21		20
WERQ-FM					1993		Urban Contemporary		18-34		8.6			1			17.9			1
WWIN-FM					1992		Urban AC		25-54		6.2			4			7.5			2
WOLB-AM					1992		News/Talk		35-64		0.4			32	(t)		0.5			29	(t)
WWIN-AM					1993		Gospel		35-64		0.6			27	(t)		0.7			25
St. Louis		20		21
WFUN-FM					1999		Urban AC		25-54		3.4			13			3.8			9	(t)
WHHL-FM(8)					2006		Urban Contemporary		18-34		3.0			16			6.3			4
Cleveland		28		27
WENZ-FM					1999		Urban Contemporary		18-34		5.6			6			13.0			1
WERE-AM					1999		News/Talk		35-64		0.4			24	(t)		0.4			23	(t)
WZAK-FM					2000		Urban AC		25-54		6.6			5			7.7			1
WJMO-AM					2000		Contemporary Inspirational		25-54		1.3			18			1.3			16
Charlotte		25		30
WQNC-FM(9)					2000		Urban AC		25-54		2.3			15			2.8			15
WPZS-FM(10)					2004		Contemporary Inspirational		25-54		3.3			11	(t)		3.3			12	(t)
Richmond		56		45
WCDX-FM					2001		Urban Contemporary		18-34		5.6			7			11.6			2
WPZZ-FM(11)					1999		Contemporary Inspirational		25-54		6.1			6			6.3			4
WKJS-FM(12)					2001		Urban AC		25-54		10.0			1			11.9			1
WKJM-FM(13)					2001		Urban AC		25-54		**			**			**			**
WTPS-AM(14)					2001		News/Talk		35-64		n/a			n/a			n/a			n/a
Raleigh-Durham		43		37
WQOK-FM					2000		Urban Contemporary		18-34		7.2			1	(t)		11.7			1
WFXK-FM					2000		Urban AC		25-54		***			***			***			***
WFXC-FM					2000		Urban AC		25-54		5.9			4			6.9			1	(t)
WNNL-FM					2000		Contemporary Inspirational		25-54		5.6			5			6.1			5
Boston		10		9
WILD-AM					2001		News/Talk		35-64		0.6			25	(t)		0.8			22	(t)
Columbus		37		31
WCKX-FM					2001		Urban Contemporary		18-34		7.0			3			12.6			2
WXMG-FM					2001		R&B/Oldies		25-54		4.6			6	(t)		4.9			6	(t)
WJYD-FM					2001		Contemporary Inspirational		25-54		1.4			19	(t)		1.3			19
Cincinnati		29		24
WIZF-FM					2001		Urban Contemporary		18-34		4.3			7			8.3			3
WMOJ-FM(15)					2006		Urban AC		25-54		4.1			8	(t)		4.5			8
WDBZ-AM					2007		News/Talk		35-64		1.0			18	(t)		1.0			22	(t)
Indianapolis(16)		40		32
WHHH-FM					2000		Rhythmic CHR		18-34		7.1			2			12.7			1
WTLC-FM					2000		Urban AC		25-54		5.0			6			5.4			4
WNOU-FM(17)					2000		Pop/CHR		18-34		4.3			7			8.0			3
WTLC-AM					2001		Contemporary Inspirational		25-54		2.2			15	(t)		2.1			15
AC — refers to Adult Contemporary
NAC — refers to New Adult Contemporary
CHR — refers to Contemporary Hit Radio
R&B — refers to Rhythm and Blues
Pop — refers to Popular music

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*	The Philadelphia and Houston markets converted to the personal people meter audience share methodology (“PPM”) in 2007.  The Company did not become a subscriber of PPM information until September 2007 and, therefore, does not have access to prior data.  Audience share and rankings for stations in these markets are represented by a four month average for the period September to December 2007 under the PPM.
**	Simulcast with WKJS-FM
***	Simulcast with WFXC-FM
(1)	We began operating WPRS-FM (formerly WXGG-FM) pursuant to an LMA in April 2007.  Therefore, audience share and rankings for WPRS-FM are represented by a three book average for the period April to December 2007.
(2)	WPPZ-FM (formerly WPHI-FM).
(3)	WPHI-FM (formerly WPLY-FM).
(4)	WRNB-FM (formerly WPPZ-FM, formerly WSNJ-FM).
(5)	KRBV-FM (formerly KKBT-FM).
(6)	KROI-FM (formerly KRTS-FM).
(7)	WMCU-AM (formerly WTPS-AM) is operated by Salem Communications Holding Corporation pursuant to an LMA. We do not subscribe to the Arbitron service for this market.
(8)	WHHL-FM (formerly WRDA-FM).
(9)	WQNC-FM (formerly WCHH-FM).
(10)	WPZS-FM (formerly WABZ-FM).
(11)	WPZZ-FM (formerly WKJS-FM).
(12)	WKJS-FM (formerly WJMO-FM).
(13)	WKJM-FM (formerly WPZZ-FM).
(14)	WTPS-AM (formerly WROU-AM).
(15)	WMOJ-FM (formerly WIFE-FM).
(16)	WDNI-LP, the low power television station that we acquired in Indianapolis in June 2000, is not included in this table.
(17)	WNOU-FM (formerly WYJZ-FM).

Advertising Revenue

Currently, substantially all of our net revenue is generated from the sale of local and national advertising for broadcast on our radio stations. Local sales are made by the sales staff located in our markets. National sales are made primarily by a firm specializing in radio advertising sales on the national level. This firm is paid a commission on the advertising sold. Approximately 59% of our net revenue for the year ended December 31, 2007 was generated from the sale of local advertising and 36% from sales to national advertisers, including network advertising. The balance of net revenue is primarily derived from tower rental income, ticket sales and revenue related to Radio One sponsored events, management fees and other revenue.

Advertising rates charged by radio stations are based primarily on:

• a radio station’s audience share within the demographic groups targeted by the advertisers;

• the number of radio stations in the market competing for the same demographic groups; and

• the supply and demand for radio advertising time.

A radio station’s listenership is reflected in ratings surveys that estimate the number of listeners tuned to a radio station and the time they spend listening to that radio station. Ratings are used by advertisers to evaluate whether to advertise on our radio stations, and are used by us to chart audience growth, set advertising rates and adjust programming. Advertising rates are generally highest during the morning and afternoon commuting hours.

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Strategic Diversification

We continually explore opportunities in other forms of media that are complementary to our core radio business, which we believe will allow us to leverage our expertise in the African-American market and our significant listener base. In February 2005, we acquired 51% of the common stock of Reach Media which operates The Tom Joyner Morning Show and related businesses. Reach Media primarily derives its revenue from the sale of advertising inventory in connection with its syndication agreements. Mr. Joyner is a leading nationally syndicated radio personality. The Tom Joyner Morning Show is broadcast on 117 affiliate stations across the United States and is a top-rated morning show in many of the markets in which it is broadcast. Reach Media provides programming content for a television program on TV One and operates www.BlackAmericaWeb.com, an African-American targeted website. Reach Media also operates the Tom Joyner Family Reunion and various other special event-related activities.

In July 2003, we entered into a joint venture agreement with an affiliate of Comcast Corporation and other investors to create TV One, LLC, an entity formed to operate a cable television network featuring lifestyle, entertainment and news-related programming targeted primarily towards African-American viewers. At that time, we committed to make a cumulative cash investment of $74.0 million in TV One, of which $60.3 million had been funded as of December 31, 2007. The initial commitment period for funding the capital committed was extended to June 2008, due in part to TV One's lower than anticipated capital needs during the initial commitment period.

        In December 2004, TV One entered into a distribution agreement with DIRECTV, Inc. ("DIRECTV") and certain affiliates of DIRECTV became investors in TV One. As of December 31, 2007, we owned approximately 36% of TV One on a fully-converted basis.

We entered into separate network services and advertising services agreements with TV One in 2003. Under the network services agreement, which expires in January 2009, we are providing TV One with administrative and operational support services and access to Radio One personalities. Under the advertising services agreement, we are providing a specified amount of advertising to TV One over a term of five years ending in January 2009. In consideration of providing these services, we have received equity in TV One, and receive an annual cash fee of $500,000 for providing services under the network services agreement.

We have launched websites that simultaneously stream radio station content for 38 of our radio stations, and we derive revenue from the sale of advertisements on those websites. We generally encourage our web advertisers to run simultaneous radio campaigns and use our radio airwaves to promote our websites.  By providing streaming, we have been able to broaden our listener reach, particularly to “office hour” listeners. We believe streaming has had a positive impact on our radio stations’ presence.

In December 2006, we acquired certain assets of Giant Magazine. Giant Magazine is an urban-themed music and lifestyle magazine. While we generally view the magazine business as a difficult business in which to operate, we believe that this magazine complements our existing asset base and can share resources across our platform of assets, including our radio stations, TV One, our growing Internet presence and our corporate back-office functions. Furthermore, as we develop a more comprehensive online strategy, we believe that Giant Magazine will be well positioned to support the content needs of our online initiative, given that much of the content that it creates is readily transferable to an online environment.

Future opportunities could include investments in, or acquisitions of, companies in diverse media businesses, music production and distribution, movie distribution, Internet-based services, and distribution of our content through emerging distribution systems such as the Internet, cellular phones, personal digital assistants, digital entertainment devices, and the home entertainment market.

Competition

The radio broadcasting industry is highly competitive. Radio One’s stations compete for audiences and advertising revenue with other radio stations and with other media such as broadcast and cable television, the Internet, satellite radio, newspapers, magazines, direct mail and outdoor advertising, some of which may be controlled by horizontally-integrated companies. Audience ratings and advertising revenue are subject to change and any adverse change in a market could adversely affect our net revenue in that market. If a competing station converts to a format similar to that of one of our stations, or if one of our competitors strengthens its operations, our stations could suffer a reduction in ratings and advertising revenue. Other radio companies which are larger and have more resources may also enter, or increase their presence in markets where we operate. Although we believe our stations are well positioned to compete, we cannot assure that our stations will maintain or increase their current ratings or advertising revenue.

The radio broadcasting industry is subject to rapid technological change, evolving industry standards and the emergence of new media technologies, which may impact our business. We cannot assure you that we will have the resources to acquire new technologies or to introduce new services that could compete with these new technologies. Several new media technologies are being, or have been, developed including the following:

• satellite delivered digital audio radio service, which has resulted in the introduction of several new satellite radio services with sound quality equivalent to that of compact discs;

• audio programming by cable television systems and direct broadcast satellite systems; and

• digital audio and video content available for listening and/or viewing on the Internet and/or available for downloading to portable devices.

Along with most other public radio companies, we have invested in iBiquity, a developer of digital audio broadcast technology. We have committed by the end of 2008 to convert most of our analog broadcast radio stations to in-band, on-channel digital radio broadcasts, which could provide multi-channel, multi-format digital radio services in the same bandwidth currently occupied by traditional AM and FM radio services. However, we cannot assure you that these arrangements will be successful or enable us to adapt effectively to these new media technologies. As of December 31, 2007, we have converted 43 stations to digital broadcast.

8

Antitrust Regulation

The agencies responsible for enforcing the federal antitrust laws, the Federal Trade Commission (“FTC”) and the Department of Justice (“DOJ”), may investigate acquisitions. The DOJ has challenged a number of radio broadcasting transactions. Some of those challenges ultimately resulted in consent decrees requiring, among other things, divestitures of certain stations. We cannot predict the outcome of any specific DOJ or FTC review of a particular acquisition.

For an acquisition meeting certain size thresholds, the Hart-Scott-Rodino Act requires the parties to file Notification and Report Forms concerning antitrust issues with the DOJ and the FTC and to observe specified waiting period requirements before completing the acquisition. If the investigating agency raises substantive issues in connection with a proposed transaction, the parties involved frequently engage in lengthy discussions and/or negotiations with the investigating agency to address those issues, including restructuring the proposed acquisition or divesting assets. In addition, the investigating agency could file suit in federal court to enjoin the acquisition or to require the divestiture of assets, among other remedies. All acquisitions, regardless of whether they are required to be reported under the Hart-Scott-Rodino Act, may be investigated by the DOJ or the FTC under the antitrust laws before or after completion. In addition, private parties may under certain circumstances bring legal action to challenge an acquisition under the antitrust laws. The DOJ has stated publicly that it believes that local marketing agreements, joint sales agreements, time brokerage agreements and other similar agreements customarily entered into in connection with radio station transfers could violate the Hart-Scott-Rodino Act if such agreements take effect prior to the expiration of the waiting period under the Hart-Scott-Rodino Act. The DOJ has established certain revenue and audience share concentration benchmarks with respect to radio station acquisitions, above which a transaction may receive additional antitrust scrutiny. The DOJ has also investigated transactions that do not meet or exceed these benchmarks and has cleared transactions that do exceed these benchmarks.

Federal Regulation of Radio Broadcasting

The radio broadcasting industry is subject to extensive and changing regulation by the Federal Communications Commission (“FCC”) of ownership limitations, programming, technical operations, employment and other business practices. The FCC regulates radio broadcast stations pursuant to the Communications Act (the “Communications Act”) of 1934, as amended. The Communications Act permits the operation of radio broadcast stations only in accordance with a license issued by the FCC upon a finding that the grant of a license would serve the public interest, convenience and necessity. Among other things, the FCC:

• assigns frequency bands for radio broadcasting;

• determines the particular frequencies, locations, operating power, interference standards and other technical parameters of radio broadcast stations;

• issues, renews, revokes and modifies radio broadcast station licenses;

• imposes annual regulatory fees and application processing fees to recover its administrative costs;

• establishes technical requirements for certain transmitting equipment to restrict harmful emissions;

• adopts and implements regulations and policies that affect the ownership, operation, program content and employment and business practices of radio broadcast stations; and

• has the power to impose penalties, including monetary forfeitures, for violations of its rules and the Communications Act.

The Communications Act prohibits the assignment of an FCC license, or transfer of control of an FCC licensee, without the prior approval of the FCC. In determining whether to grant or renew a radio broadcast license or consent to assignment or transfer of a license, the FCC considers a number of factors, including restrictions on foreign ownership, compliance with FCC media ownership limits and other FCC rules, the character and other qualifications of the licensee (or proposed licensee) and compliance with the Anti-Drug Abuse Act of 1988. A licensee’s failure to comply with the requirements of the Communications Act or FCC rules and policies may result in the imposition of sanctions, including admonishment, fines, the grant of a license renewal of less than a full eight-year term or with conditions, denial of a license renewal application, the revocation of an FCC license and/or the denial of FCC consent to acquire additional broadcast properties.

9

Congress, the FCC and, in some cases, local jurisdictions, are considering and may in the future adopt new laws, regulations and policies that could affect the operation, ownership and profitability of our radio stations, result in the loss of audience share and advertising revenue for our radio broadcast stations or affect our ability to acquire additional radio broadcast stations or finance such acquisitions. Such matters include or may include:

• changes to the license authorization and renewal process;

• proposals to improve record keeping, including enhanced disclosure of stations’ efforts to serve the public interest;

• proposals to impose spectrum use or other fees on FCC licensees;

• changes to rules relating to political broadcasting including proposals to grant free air time to candidates, and other changes regarding political and non-political program content, funding, political advertising rates, and sponsorship disclosures;

• proposals to restrict or prohibit the advertising of beer, wine and other alcoholic beverages;

• proposals regarding the regulation of the broadcast of indecent or violent content;

• proposals to increase the actions stations must take to demonstrate service to their local communities;

• technical and frequency allocation matters, including increased protection of low power FM stations from interference by full-service stations;

• changes in broadcast multiple ownership, foreign ownership, cross-ownership and ownership attribution policies;

• changes to allow satellite radio operators to insert local content into their programming service;

• additional public interest requirements for terrestrial digital audio broadcasters;

• changes to allow telephone companies to deliver audio and video programming to homes in their service areas; and

• proposals to alter provisions of the tax laws affecting broadcast operations and acquisitions.

The FCC also has adopted procedures for the auction of broadcast spectrum in circumstances where two or more parties have filed mutually exclusive applications for authority to construct new stations or certain major changes in existing stations. Such procedures may limit our efforts to modify or expand the broadcast signals of our stations.

We cannot predict what changes, if any, might be adopted or considered in the future, or what impact, if any, the implementation of any particular proposals or changes might have on our business.

FCC License Grants and Renewals.  In making licensing determinations, the FCC considers an applicant’s legal, technical, financial and other qualifications. The FCC grants radio broadcast station licenses for specific periods of time and, upon application, may renew them for additional terms. A station may continue to operate beyond the expiration date of its license if a timely filed license renewal application is pending. Under the Communications Act, radio broadcast station licenses may be granted for a maximum term of eight years.

Generally, the FCC renews radio broadcast licenses without a hearing upon a finding that:

• the radio station has served the public interest, convenience and necessity;

• there have been no serious violations by the licensee of the Communications Act or FCC rules and regulations; and

• there have been no other violations by the licensee of the Communications Act or FCC rules and regulations which, taken together, indicate a pattern of abuse.

After considering these factors and any petitions to deny a license renewal application (which may lead to a hearing), the FCC may grant the license renewal application with or without conditions, including renewal for a term less than the maximum otherwise permitted. Historically, our licenses have been renewed without any conditions or sanctions imposed; however, there can be no assurance that the licenses of each of our stations will be renewed for a full term without conditions or sanctions.

Types of FCC Broadcast Licenses.  The FCC classifies each AM and FM radio station. An AM radio station operates on either a clear channel, regional channel or local channel. A clear channel serves wide areas, particularly at night. A regional channel serves primarily a principal population center and the contiguous rural areas. A local channel serves primarily a community and the suburban and rural areas immediately contiguous to it. Class A, B and C radio stations each operate unlimited time. Class A radio stations render primary and secondary service over an extended area. Class B radio stations render service only over a primary service area. Class C radio stations render service only over a primary service area that may be reduced as a consequence of interference. Class D radio stations operate either daytime hours only, during limited times only, or unlimited time with low nighttime power.

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FM class designations depend upon the geographic zone in which the transmitter of the FM radio station is located. The minimum and maximum facilities requirements for an FM radio station are determined by its class. In general, commercial FM radio stations are classified as follows, in order of increasing power and antenna height: Class A, B1, C3, B, C2, C1, C0 and C. The FCC has adopted a rule requiring Class C FM stations that do not satisfy a certain antenna height requirement to an involuntary downgrade in class to Class C0 under certain circumstances.

Radio One’s Licenses.  The following table sets forth information with respect to each of our radio stations. A broadcast station’s market may be different from its community of license. The coverage of an AM radio station is chiefly a function of the power of the radio station’s transmitter, less dissipative power losses and any directional antenna adjustments. For FM radio stations, signal coverage area is chiefly a function of the ERP of the radio station’s antenna and the HAAT of the radio station’s antenna. “ERP” refers to the effective radiated power of an FM radio station. “HAAT” refers to the antenna height above average terrain of an FM radio station.

Market	Station Call Letters	Year of Acquisition	FCC Class		ERP (FM) Power (AM) in Kilowatts		Antenna Height (AM) HAAT (FM) in Meters		Operating Frequency	Expiration Date of FCC License
Atlanta	WPZE-FM	1999		C3		7.9		175.0	97.5 MHz	04/01/2012
	WJZZ-FM	1999		C3		21.5		110.0