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                                  EXHIBIT 4.3
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                                AMENDMENT NO. 2

                                      TO

                                RADIO ONE, INC.
               1999 STOCK OPTION AND RESTRICTED STOCK GRANT PLAN



     The 1999 Stock Option and Restricted Stock Grant Plan (the "Plan") is
hereby amended as follows:

     1.  Article II (Definitions) is hereby amended by inserting the following
definition immediately before the definition of "Common Stock":  "`Class D
                                                 ------------      -------
Common Stock' means Class D Common Stock, $0.001 par value per share, of the
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Company."

     2.  Article II (Definitions) is hereby amended by restating the definition
of "Common Stock" as follows:  "`Common Stock' means Class A Common Stock and
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Class D Common Stock."

     3.  Article II (Definitions) is hereby amended by restating the definition
of "Fair Market Value" as follows:
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      "Fair Market Value" per share on any given date means the average for the
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      ten (10) preceding trading days of the closing prices of the sales of the
      relevant class of Common Stock (i.e., Class A Common Stock or Class D
      Common Stock) on all securities exchanges on which such stock may at the
      time be listed, or, if there have been no sales on any such exchange on
      any day, the average of the highest bid and lowest asked prices on all
      such exchanges at the end of such day for the relevant class of Common
      Stock, or, if on any day such stock is not so listed, the average of the
      representative bid and asked prices quoted on the Nasdaq Stock Market as
      of 4:00 p.m., New York time for the relevant class of Common Stock, or, if
      on any day such stock is not quoted on the Nasdaq Stock Market, the
      average of the highest bid and lowest asked prices on such day in the
      domestic over-the-counter market as reported by the National Quotation
      Bureau, Incorporated, or any similar successor organization for the
      relevant class of Common Stock.  If at any time any class of Common Stock
      is not listed or quoted, the Fair Market Value per share shall be
      determined by the Committee or the Board based on such factors as the
      members thereof in the exercise of their business judgment consider
      reasonably relevant.
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     4.  The first sentence of Article IV (Limitation on Aggregate Shares) is
amended to read as follows:

           The number of shares of Common Stock with respect to which Options
      and Grants may be granted under the Plan shall not exceed, in the
      aggregate, 1,408,099 shares of Class A Common Stock and 2,816,198 shares
      of Class D Common Stock, subject to adjustment in accordance with Section
      6.4.


      5. Article V (Awards) is amended by restating Section 5.1(c) as follows:

           (c) Exercise Price.  The exercise price per share of Common Stock
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      under each Option shall be determined by the Committee at the time of
      grant; provided, however, that the exercise price per share of Common
      Stock under each incentive stock option shall be fixed by the Committee at
      the time of grant of the Option and shall equal at least 100% of the Fair
      Market Value of a share of the relevant class of Common Stock on the date
      of grant, but not less than the par value per share (as adjusted pursuant
      to Section 6.4).  Subject to Section 5.7, Options shall be exercisable at
      such time or times as the Committee shall determine; provided, however,
      that any option intended to be an incentive stock option shall be treated
      as an incentive stock option only to the extent that the aggregate Fair
      Market Value of the relevant class of Common Stock (determined as of the
      date of Option grant) with respect to which incentive stock options (but
      not nonqualified options) are exercisable for the first time by any
      Participant during any calendar year (under all stock option plans of the
      Company and its Subsidiaries) does not exceed $100,000.


     6.  Article V (Awards) is amended by restating Section 5.1(d) as follows:

           (d) Option or Grant Term.  The Committee shall determine the term of
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      each Option and Grant, which term shall not exceed ten years from the date
      of grant of the Grant or Option (five years in the case of incentive stock
      options for which the exercise price is 110% of the Fair Market Value of a
      share of the relevant class of Common Stock on the date of grant, pursuant
      to Section 5.1(b)).


     7.  Article V (Awards) is amended by restating Section 5.1(e) as follows:

           (e) Maximum Annual Grant to Participant.  In any one calendar year,
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      the Committee shall not grant to any one Participant Options to purchase,
      or Grants of, a number of shares of Class A Common Stock in excess of
      704,050 or a number of shares of Class D Common Stock in excess of
      1,408,099.

                                      -2-
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     8.  Article V (Awards) is amended by restating Section 5.3 as follows:

           5.3  Payment Options.  Options may be exercised, in whole or in part,
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      upon payment of the exercise price of the Option Shares to be acquired.
      Payment shall be made:  (i) in cash (including check, bank draft or money
      order); (ii) by delivery of outstanding shares of Common Stock, of the
      same class for which the Option is to be exercised, with a Fair Market
      Value on the date of exercise equal to the aggregate exercise price
      payable with respect to the Options' exercise; (iii) by simultaneous sale
      through a broker reasonably acceptable to the Committee of Option Shares
      acquired on exercise, as permitted under Regulation T of the Federal
      Reserve Board or other method of legally permissible cashless exercise;
      (iv) by authorizing the Company to withhold from issuance a number of
      Option Shares issuable upon exercise of the Options which, when multiplied
      by the Fair Market Value of a share of the relevant class of Common Stock
      on the date of exercise is equal to the aggregate exercise price payable
      with respect to the Options so exercised; (v) by any combination of the
      foregoing; or (vi) in any additional manner the Committee approves.
      Options may also be exercised upon payment of the exercise price of the
      Option Shares to be acquired by delivery of the Participant's promissory
      note, but only to the extent specifically approved by and in accordance
      with the policies of the Committee.

                (a) Exchange of Previously Acquired Stock. In the event a
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      Participant elects to pay the exercise price payable with respect to an
      Option pursuant to clause (ii) above, (A) only a whole number of share(s)
      of the relevant class of Common Stock (and not fractional shares of Common
      Stock) may be tendered in payment, (B) such Participant must present
      evidence acceptable to the Company that he or she has owned any such
      shares of the relevant class of Common Stock tendered in payment of the
      exercise price (and that such tendered shares of Common Stock have not
      been subject to any substantial risk of forfeiture) for at least six
      months prior to the date of exercise, and (C) the relevant class of Common
      Stock must be delivered to the Company. Delivery for this purpose may, at
      the election of the Participant, be made either by (A) physical delivery
      of the certificate(s) for all such shares of the relevant class of Common
      Stock tendered in payment of the price, accompanied by duly executed
      instruments of transfer in a form acceptable to the Company, or (B)
      direction to the Participant's broker to transfer, by book entry, such
      shares of the relevant class of Common Stock from a brokerage account of
      the Participant to a brokerage account specified by the Company. When
      payment of the exercise price is made by delivery of shares of the
      relevant class of Common Stock, the difference, if any, between the
      aggregate exercise price payable with respect to the Option being
      exercised and the Fair Market Value of the share(s) of the relevant class
      of Common Stock tendered in payment (plus any applicable taxes) shall be
      paid in cash. No Participant may tender shares of Common Stock having a
      Fair Market Value exceeding the aggregate exercise price payable with
      respect to the Option being exercised (plus any applicable taxes).

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                (b) Payment by Withholding Shares. In the event a Participant
                    -----------------------------
      elects to pay the exercise price payable with respect to an option
      pursuant to clause (iv) above, (A) only a whole number of Option Share(s)
      (and not fractional Option Shares) may be withheld in payment and (B) such
      Participant must present evidence acceptable to the Company that he or she
      has owned a number of shares of the relevant class of Common Stock at
      least equal to the number of Option Shares to be withheld in payment of
      the exercise price (and that such owned shares of Common Stock have not
      been subject to any substantial risk of forfeiture) for at least six
      months prior to the date of exercise. When payment of the exercise price
      is made by withholding of Option Shares, the difference, if any, between
      the aggregate exercise price payable with respect to the option being
      exercised and the Fair Market Value of the Option Share(s) withheld in
      payment (plus any applicable taxes) shall be paid in cash. No Participant
      may authorize the withholding of Option Shares having a Fair Market Value
      exceeding the aggregate exercise price payable with respect to the Option
      being exercised (plus any applicable taxes). Any withheld Option Shares
      shall no longer be issuable under such Options.


     9.  Article V (Awards) is amended by restating Section 5.4 as follows:

           5.4  Grant of Reload Options.  The Committee may provide (either at
                -----------------------
      the time of grant or exercise of an Option), in its discretion, for the
      grant to a Participant who exercises all or any portion of an Option

      ("Exercised Options") and who pays all or part of such exercise price with
      -------------------
      shares of Common Stock, of an additional option (a "Reload Option") for a
                                                          -------------
      number of shares of Common Stock, of the same class as those shares used
      to pay all or part of the exercise price, equal to the sum (the "Reload
                                                                       ------
      Number") of the number of shares of Common Stock tendered or withheld in
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      payment of such exercise price for the Exercised Options plus, if so
      provided by the Committee, the number of shares of Common Stock, if any,
      tendered or withheld by the Participant or withheld by the Company in
      connection with the exercise of the Exercised Options to satisfy any
      federal, state or local tax withholding requirements.  The terms of each
      Reload Option, including the date of its expiration and the terms and
      conditions of its exercisability and transferability, shall be the same as
      the terms of the Exercised Option to which it relates, except that:  (i)
      the grant date for each Reload Option shall be the date of exercise of the
      Exercised Option to which it relates and (ii) the exercise price for each
      Reload Option shall be the Fair Market Value of the Common Stock on the
      grant date of the Reload Option.

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      10.  Article V (Awards) is amended by restating Section 5.5(a) as follows:

     5.5   Withholding Tax Requirements.
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                (a) Participant Election.  Unless otherwise determined by the
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      Committee, a Participant may elect to deliver shares of the relevant class
      of Common Stock (or have the Company withhold shares acquired upon
      exercise of an Option or Grant) to satisfy, in whole or in part, the
      amount the Company is required to withhold for taxes in connection with
      the exercise of an option or a Grant.  Such election must be made on or
      before the date the amount of tax to be withheld is determined.  Once
      made, the election shall be irrevocable.  The fair market value of the
      shares to be withheld or delivered will be the Fair Market Value as of the
      date the amount of tax to be withheld is determined.  In the event a
      Participant elects to deliver or have the Company withhold shares of the
      relevant class of Common Stock pursuant to this Section 5.5(a), such
      delivery or withholding must be made subject to the conditions and
      pursuant to the procedures set forth in Section 5.3 with respect to the
      delivery or withholding of the relevant class of Common Stock in payment
      of the exercise price of Options.

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