X0202 4 2006-07-12 0 0000109758 ARBITRON INC ARB 0001107310 EMINENCE CAPITAL LLC 65 EAST 55TH STREET 25TH FLOOR NEW YORK NY 10022 0 0 1 0 0001362459 Sandler Ricky C 65 EAST 55TH STREET 25TH FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock 2006-07-12 4 P 0 500 37.65 A 3346100 I See Footnote All securities disclosed in this Form 4 are owned by certain funds managed by Eminence Capital, LLC (the "Funds") or certain family accounts (the "Family Accounts") over which Ricky C. Sandler has investment discretion. Mr. Sandler is the Managing Member of Eminence Capital, LLC ("Eminence Capital"). Based upon his relationship with Eminence Capital and the Funds and for purposes of Rule 16a-1(a)1 under the Securities Exchange Act of 1934, Mr. Sandler may be deemed to be the beneficial owner of securities beneficially owned by the Funds. Mr. Sandler and Eminence Capital hereby disclaim beneficial ownership of all such securities, except to the extent, if any, of their pecuniary interest therein. Neither Eminence Capital, LLC nor Mr. Sandler has any direct or pecuniary interest in the Family Accounts and hereby disclaims beneficial ownership of all securities in such accounts. /s/ Ricky C. Sandler; By: Ricky C. Sandler, individually, and as Managing Member of Eminence Capital, LLC 2006-07-14