<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2002

                                       OR

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from ________ to ________

                        Commission file number 000-28395
                                               ---------

                       INTEREP NATIONAL RADIO SALES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

            New York                                          13-1865151
   (State or Other Jurisdiction of                         (I.R.S. Employer
    Incorporation or Organization)                        Identification No.)

  100 Park Avenue, New York, New York                            10017
(Address of Principal Executive Offices)                       (Zip Code)

                                 (212) 916-0700
              (Registrant's Telephone Number, Including Area Code)

     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   [X]     No   [ ]

     The number of shares of the registrant's Common Stock outstanding as of the
close of business on August 12, 2002, was 5,246,296 shares of Class A Common
Stock, and 3,979,996 shares of Class B Common Stock.

<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

                       INTEREP NATIONAL RADIO SALES, INC.

                           CONSOLIDATED BALANCE SHEETS
                    (in thousands, except share information)
<TABLE>
<CAPTION>

                                                                                          June 30,        December 31,
                                                                                            2002              2001
                                                                                        ------------    ----------------
                                                                                         (unaudited)
<S>                                                                                     <C>               <C>
                                 ASSETS
Current assets:
     Cash and cash equivalents .......................................................  $   12,006        $   11,502
     Receivables, less allowance for doubtful accounts of $1,815 and
       $1,747, respectively ..........................................................      24,491            26,656
     Representation contract buyouts receivable ......................................       2,000            12,504
     Current portion of deferred representation contract costs .......................      30,428            40,368
     Prepaid expenses and other current assets .......................................       1,161               927
                                                                                        ----------        ----------
         Total current assets ........................................................      70,086            91,957
                                                                                        ----------        ----------
Fixed assets, net ....................................................................       3,566             3,909
Deferred representation contract costs ...............................................      64,873            64,521
Investments and other assets .........................................................      19,152            19,342
                                                                                        ----------        ----------
         Total assets ................................................................  $  157,677        $  179,729
                                                                                        ==========        ==========

                       LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
     Accounts payable and accrued expenses ...........................................  $    9,049        $    8,606
     Accrued interest ................................................................       4,950             4,950
     Representation contract buyouts payable .........................................      13,792            33,161
     Accrued employee-related liabilities ............................................       2,547             3,741
                                                                                        ----------        ----------
         Total current liabilities ...................................................      30,338            50,458
                                                                                        ----------        ----------
Long-term debt .......................................................................      99,000            99,000
                                                                                        ----------        ----------
Representation contract buyouts payable ..............................................      12,576            21,267
                                                                                        ----------        ----------
Other noncurrent liabilities .........................................................       4,029             4,714
                                                                                        ----------        ----------
Shareholders' equity:
     4%  Series A cumulative convertible preferred stock, $0.01 par
         value - 400,000 shares authorized, 110,000 shares issued and
         outstanding at June 30, 2002 (none issued at December 31,
         2001)(aggregate liquidation preference - $11,000) ...........................           1                 -
     Class A common stock, $0.01 par value - 20,000,000 shares
         authorized, 5,060,237 and 4,907,996 shares issued and
         outstanding at June 30, 2002 and December 31, 2001,
         respectively ................................................................          51                49
     Class B common stock, $0.01 par value - 10,000,000 shares
         authorized, 4,488,126 and 4,314,463 shares issued and
         outstanding at June 30, 2002 and December 31, 2001,
         respectively ................................................................          45                43
Additional paid-in-capital ...........................................................      52,516            39,456
Accumulated deficit ..................................................................     (40,879)          (35,258)
                                                                                        -----------       -----------
         Total shareholders' equity ..................................................      11,734             4,290
                                                                                        ----------        ----------
         Total liabilities and shareholders' equity ..................................  $  157,677        $  179,729
                                                                                        ==========        ==========
     The accompanying Notes to Unaudited Interim Consolidated Financial Statements are an integral part of these
                                                   balance sheets.
</TABLE>



                                       2

<PAGE>

                       INTEREP NATIONAL RADIO SALES, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (in thousands, except per share data)
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                         For the Three Months Ended           For the Six Months
                                                                                 June 30,                       Ended June 30,
                                                                       ------------------------------    ---------------------------
                                                                             2002           2001            2002             2001
                                                                       -------------    -------------    -----------    ------------
<S>                                                                       <C>            <C>             <C>             <C>
Commission revenues ....................................................  $  23,704      $  22,650       $  41,232       $  39,258
Contract termination revenue ...........................................      3,979         20,240           6,366          20,309
                                                                          ---------      ---------       ---------       ---------

Total revenues .........................................................     27,683         42,890          47,598          59,567
                                                                          ---------      ---------       ---------       ---------

Operating expenses:
Selling expenses .......................................................     15,503         17,121          28,367          32,085
General and administrative expenses ....................................      3,098          3,242           6,294           6,422
Depreciation and amortization expense ..................................      5,980         13,815          11,900          20,322
                                                                          ---------      ---------       ---------       ---------

Total operating expenses ...............................................     24,581         34,178          46,561          58,829
                                                                          ---------      ---------       ---------       ---------

Operating income .......................................................      3,102          8,712           1,037             738
Interest expense, net ..................................................      2,507          2,268           5,019           4,525
Other expense, net .....................................................         --            586              --             899
                                                                          ---------      ---------       ---------       ---------

Income (loss) before provision (benefit) for income taxes ..............        595          5,858          (3,982)         (4,686)
Provision (benefit) for income taxes ...................................        284          4,622            (502)            383
                                                                          ---------      ---------       ----------      ---------

Net income (loss) applicable to common shareholders ....................  $     311      $   1,236       $  (3,480)      $  (5,069)
                                                                          =========      =========       ==========      =========

Basic earnings (loss) per share applicable to common
shareholders ...........................................................  $    0.03      $    0.15       $  (0.37)       $  (0.60)
Diluted earnings (loss) per share applicable to common
shareholders ...........................................................  $    0.02      $    0.12       $  (0.37)       $  (0.60)

       The accompanying Notes to Unaudited Interim Consolidated Financial Statements are an integral part of these statements.
</TABLE>



                                       3

<PAGE>

                       INTEREP NATIONAL RADIO SALES, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                                     For the Six Months Ended
                                                                                             June 30,
                                                                                ----------------------------------
                                                                                     2002                2001
                                                                                -------------       --------------
<S>                                                                             <C>                 <C>
Cash flows from operating activities:
Net loss .....................................................................  $     (3,480)       $     (5,069)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization ................................................        11,900              20,322
Noncash compensation expense .................................................          (529)              1,377
Equity loss on investment ....................................................            --                 971
Changes in assets and liabilities:
Receivables ..................................................................         2,165               3,860
Representation contract buyouts receivable ...................................        (2,000)               (378)
Prepaid expenses and other current assets ....................................          (234)               (374)
Other noncurrent assets ......................................................          (584)               (968)
Accounts payable and accrued expenses ........................................           443              (7,605)
Accrued employee-related liabilities .........................................        (1,194)             (5,098)
Other noncurrent liabilities .................................................          (685)               (121)
                                                                                -------------       -------------

Net cash provided by operating activities ....................................         5,802               6,917
                                                                                -------------       -------------

Cash flows from investing activities:
Additions to fixed assets ....................................................          (345)               (322)
Redemption of marketable securities ..........................................            --               7,562
                                                                                ------------        ------------

Net cash (used in) provided by investing activities ..........................          (345)              7,240
                                                                                -------------       ------------

Cash flows from financing activities:
Station representation contract payments .....................................       (16,406)            (25,574)
Issuance of Class B common stock .............................................         1,147               1,500
Issuance of Series A convertible preferred stock, net of
issuance costs ...............................................................        10,306                  --
                                                                                ------------        ------------

Net cash used in financing activities ........................................        (4,953)            (24,074)
                                                                                -------------       -------------

Net increase (decrease) in cash and cash equivalents .........................           504              (9,917)
Cash and cash equivalents, beginning of period ...............................        11,502              23,681
                                                                                ------------        ------------

Cash and cash equivalents, end of period .....................................  $     12,006        $     13,764
                                                                                ============        ============

Supplemental disclosures of cash flow information:
Cash paid during the period for:
     Interest ................................................................  $      4,950        $      4,950
     Income taxes ............................................................  $        141        $        373
Non-cash investing and financing activities:
     Beneficial conversion option on preferred stock .........................  $      2,142        $         --
     Settlement of station representation contracts ..........................  $     12,504        $         --
     Station representation contracts acquired ...............................  $        850        $      5,528

                  The accompanying Notes to Unaudited Interim Consolidated Financial Statements
                                    are an integral part of these statements.
</TABLE>


                                       4

<PAGE>

                       INTEREP NATIONAL RADIO SALES, INC.

          NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                    (in thousands, except share information)

1.     Summary of Significant Accounting Policies

Principles of Consolidation

     The  consolidated  financial  statements  include  the  accounts of Interep
National  Radio  Sales,  Inc.   ("Interep"),   together  with  its  subsidiaries
(collectively,  the  "Company"),  and have been prepared in accordance  with the
rules and  regulations of the Securities and Exchange  Commission.  Accordingly,
certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with accounting  principles generally accepted
in  the  United  States  have  been  condensed  or  omitted.   All   significant
intercompany transactions and balances have been eliminated.

     The  consolidated  financial  statements as of June 30, 2002 are unaudited;
however,  in the opinion of management,  such statements include all adjustments
(consisting of normal recurring  accruals)  necessary for a fair presentation of
the results for the periods presented.  The interim financial  statements should
be read in conjunction with the audited  financial  statements and notes thereto
included in the Company's  Consolidated  Financial Statements for the year ended
December 31, 2001,  which are available upon request of the Company.  Due to the
seasonal  nature of the Company's  business,  the results of operations  for the
interim  periods are not  necessarily  indicative  of the results  that might be
expected  for future  interim  periods or for the full year ending  December 31,
2002.

Comprehensive Income (Loss)

     For the three and six months  ended June 30, 2002 and 2001,  the  Company's
comprehensive  income  (losses) were equal to the respective net income (losses)
for each of the periods presented.

Revenue Recognition

     The  Company  is a  national  representation  ("rep")  firm  serving  radio
broadcast clients and certain internet service  providers  throughout the United
States. Commission revenues are derived from sales of advertising time for radio
stations under representation contracts.  Commissions and fees are recognized in
the month the advertisement is broadcast. In connection with its unwired network
business,  the Company collects fees for unwired network radio  advertising and,
after  deducting  its  commissions,  remits  the  fees to the  respective  radio
stations.  In  instances  when the  Company is not  legally  obligated  to pay a
station or service  provider until the  corresponding  receivable is paid,  fees
payable to  stations  have been  offset  against  the  related  receivable  from
advertising  agencies  in the  accompanying  consolidated  balance  sheets.  The
Company  records  all  commission  revenues  on a  net  basis.  Commissions  are
recognized based on the standard broadcast calendar that ends on the last Sunday
in each reporting period. The broadcast  calendars for the six months ended June
30, 2002 and 2001 had 26 and 25 weeks, respectively.

Representation Contract Termination Revenue and Contract Acquisition Costs

     The Company's station representation  contracts usually renew automatically
from year to year after their stated  initial terms unless either party provides
written notice of termination at least twelve months prior to the next automatic
renewal date. In accordance with industry practice,  in lieu of termination,  an
arrangement is normally  made for the purchase of such  contracts by a successor


                                       5

<PAGE>

representative  firm.  The purchase  price paid by the successor  representation
firm is generally based upon the historic  commission  income projected over the
remaining contract period, plus two months.

     Costs of  obtaining  station  representation  contracts  are  deferred  and
amortized over the life of the new contract.  Such  amortization  is included in
the  accompanying  consolidated  statements  of  operations  as a  component  of
depreciation and amortization expense.  Amounts which are to be amortized during
the next year are included as current  assets in the  accompanying  consolidated
balance sheets. Income earned from the loss of station representation  contracts
(contract termination revenue) is recognized on the effective date of the buyout
agreement.

Earnings (Loss) Per Share

     Basic earnings (loss) per share applicable to common  shareholders for each
of the respective periods has been computed by dividing the net income (loss) by
the weighted  average  number of common shares  outstanding  during the period ,
amounting to 9,390,497  and  8,516,027  for the three months ended June 30, 2002
and 2001,  respectively,  and  9,307,935  and 8,517,325 for the six months ended
June 30, 2002 and 2001,  respectively.  Diluted earnings per share applicable to
common  shareholders  reflects the  potential  dilution  that could occur if the
outstanding  options to purchase  common  stock were  exercised,  utilizing  the
treasury stock method,  and also assumes  conversion of outstanding  convertible
preferred  stock into shares of common  stock at the stated  rate of  conversion
(Note 5).  For the six months  ended June 30,  2002 and 2001,  the  exercise  of
outstanding  options would have an anti-dilutive  effect and therefore have been
excluded from the calculation.  For the purposes of determining diluted earnings
per share applicable to common  shareholders for the three months ended June 30,
2002 and 2001, 3,115,422 and 1,766,987 shares have been assumed to be converted,
respectively.

Restructuring Charges

     A strategic  restructuring  program was  undertaken  in 2001 in response to
difficult  economic  conditions and to further ensure the Company's  competitive
position. In 2001, the Company recognized restructuring charges of $3,471, which
were primarily  comprised of termination  benefits.  The  restructuring  program
resulted in the termination of approximately 53 employees. At December 31, 2001,
the remaining accrual was approximately $2,917. During the six months ended June
30, 2002, the Company paid approximately $1,373 of termination  benefits.  As of
June 30, 2002, the remaining  accrual was $1,544, of which $1,149 is included in
accrued  employee  related  liabilities and $395 is included in other noncurrent
liabilities.

New Accounting Pronouncements

     Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and
Other  Intangible  Assets," was issued in June 2001.  This  Statement  addresses
financial  accounting and reporting for acquired  goodwill and other  intangible
assets and supersedes APB Opinion No. 17, "Intangible  Assets". It addresses how
intangible assets that are acquired individually or with a group of other assets
(but not those  acquired in a business  combination)  should be accounted for in
financial  statements upon their acquisition.  This Statement also addresses how
goodwill and other  intangible  assets  should be accounted  for after they have
been initially recognized in the financial statements. With the adoption of this
Statement,  goodwill is no longer  subject to  amortization  over its  estimated
useful life.  Rather,  goodwill will be subject to at least an annual assessment
for  impairment  by  applying  a  fair-value-based  test.  Similarly,   goodwill
associated with equity method investments is no longer amortized.  Equity method
goodwill  is not,  however,  subject to the new  impairment  rules.  The Company
currently  does not have any  goodwill on its books,  therefore  the adoption of
this  statement  did not have a significant  impact on the  Company's  financial
position and results of operations.



                                       6

<PAGE>

     In  August  2001,  the  FASB  issued  SFAS  No.  144,  "Accounting  for the
Impairment  or  Disposal  of  Long-Lived   Assets"  which  addresses   financial
accounting and reporting for the impairment or disposal of long-lived assets and
supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and
for  Long-Lived  Assets to be Disposed  Of", and the  accounting  and  reporting
provisions of APB Opinion No. 30,  "Reporting the Results of Operations" for the
disposal of a segment of a business.  SFAS No. 144 is effective for fiscal years
beginning  after December 15, 2001,  with earlier  application  encouraged.  The
Company  adopted  SFAS No.  144 as of  January  1,  2002.  The  adoption  of the
Statement did not have a significant impact on the Company's  financial position
and results of operations.

Use of Estimates

     The  preparation  of financial  statements  in conformity  with  accounting
principles  generally accepted in the United States requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting period. Actual results could differ from those estimates.

Reclassification

     Certain   reclassifications  have  been  made  to  prior  period  financial
statements to conform to the current period's presentation.

2.     Segment Reporting

     The  Company is managed as one segment and all  revenues  are derived  from
representation  operations  and related  activities.  The  Company's  management
decisions  are based on operating  EBITDA,  defined as operating  income or loss
before interest,  taxes,  depreciation  and amortization and excluding  contract
termination revenue and a non-cash option re-pricing charge. Operating EBITDA is
not a measure of performance calculated in accordance with accounting principles
generally  accepted  in the United  States,  but the  management  believes it is
useful  in  evaluating  the  Company's  performance,  in  addition  to the  data
presented herein.

3.     Acquisitions and Investments

     In December 2000, the Company  invested  $3,000 in Cybereps,  Inc. and thus
increased its ownership percentage from 16% to 51%. In October 2001, the Company
assumed effective  control of Cybereps'  operations and consolidated its results
from that date.  The operating  loss included in the  accompanying  statement of
operations  for the six  months  ended  June  30,  2002 is  approximately  $660,
compared  to $899 of equity  loss  included  in other  income for the six months
ended June 30, 2001.

     The Company has  investments in  affiliates,  which are accounted for using
the cost  method of  accounting  as the  Company  does not have the  ability  to
exercise  significant  influence over operating and financial  policies of these
affiliates.  The total carrying value of these investments was $2,500 and $2,600
as of June 30, 2002 and December 31, 2001, respectively, representing a range of
ownership from 8% to 16% of the affiliated companies.

4.     Stock Options

     In April 2000, the Company  granted  options to purchase  shares of Class A
common  stock at an  exercise  price of $8.77.  In  December  2000,  the Company
repriced these options to an exercise price


                                       7

<PAGE>

of $2.81 which  represented  the fair market value on the date of the repricing.
In  accordance  with  accounting  principles  generally  accepted  in the United
States,  the Company has adopted variable plan accounting for these options from
the date of the repricing.  For the six months ended June 30, 2002 and 2001, the
Company has recorded $(529) and $1,377,  respectively,  to selling expenses as a
result of the repricing.

5.     Shareholders' Equity

     In May 2002, the Company amended its certificate of  incorporation  for the
purpose of  establishing  a series of  preferred  stock  referred to as Series A
Convertible  Preferred Stock (the "Series A Stock"),  with the  authorization to
issue up to  400,000  shares.  The  Series A Stock has a face  value of $100 per
share and a liquidation preference in such amount in priority over the Company's
Class A and  Class B  common  stock.  Each  share of the  Series A Stock  may be
converted  at the  option  of the  holder  at any time into 25 shares of Class A
common  stock at an  initial  conversion  price of $4.00 per share  (subject  to
anti-dilution adjustments).  If the market price of the Company's Class A common
stock is $8.00 or more for 30 consecutive  trading days, the Series A Stock will
automatically  be  converted  into  share of  Class A  common  stock at the then
applicable  conversion  price.  The Series A Stock bears a 4% annual  cumulative
dividend that may be paid in cash or in kind in additional  shares of the Series
A Stock.  Holders  of shares  of the  Series A Stock  vote on an "as  converted"
basis, together with the holders of Class A and Class B common stock.

     During the quarter ended June 30, 2002,  the Company  completed a series of
private  placements to issue 110,000  units for an aggregate  purchase  price of
$11,000.  Each unit consists of one share of Series A Stock and 6.25 warrants to
acquire an equal  number of shares of Class A common  stock.  The  warrants  are
exercisable  at any time from the date of grant and  expire  five years from the
date of grant. The Company incurred  approximately $697 in legal and other costs
directly related to the private placements.

     In March 2002, the Company issued 164,117 shares of Class B common stock to
the Interep  Stock Growth Plan for net cash proceeds of $558.  Additionally,  in
June 2002,  the Company  issued  159,620  shares of Class B common  stock to the
Interep  Stock  Growth Plan for net cash  proceeds  of $589.  During  2001,  the
Company  issued  680,330  shares of Class B common  stock to the  Interep  Stock
Growth  Plan for net cash  proceeds  of $2,800.  The shares  were  issued at the
current fair market value on the date of issuance.

6.     Commitments and Contingencies

     The  Company may be involved  in various  legal  actions  from time to time
arising in the normal course of business.  In the opinion of  management,  there
are no matters  outstanding  that would  have a material  adverse  effect on the
consolidated financial position or results of operations of the Company.

     In 2000,  certain clients of the Company were served summons and complaints
(on  separate   matters)  for  alleged   breaches  of  various   national  sales
representation  agreements. The Company had agreed to indemnify its clients from
and against any loss, liability, cost or expense incurred in the actions. In the
first quarter of 2002, the Company entered into a settlement agreement regarding
these contract  acquisition  claims.  The  settlement  resulted in the offset of
approximately $12,500 in representation contract buyout receivables and payables
as well as additional contract  termination revenue of $2,400. In addition,  the
settlement  agreement  includes  amended  payment  schedules  for  approximately
$10,000 in contract representation payables previously recorded.



                                       8

<PAGE>

     In  June  2002,  the  Company   reached  a  settlement   with   Entravision
Communications  Corporation in regard to the  termination of its contract.  As a
result the Company recorded approximately $2,000, or $0.16 per common share on a
diluted basis, in contract termination revenue during the quarter ended June 30,
2002.

Item 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS

     The  following   discussion   should  be  read  in  conjunction   with  our
Consolidated  Financial  Statements,   including  the  notes  thereto,  included
elsewhere in this Report.

     Throughout  this  Quarterly  Report,  when we  refer to  "Interep"  or "the
Company," we refer collectively to Interep National Radio Sales, Inc. and all of
our subsidiaries unless the context indicates otherwise or as otherwise noted.

Important Note Regarding Forward Looking Statements

     Some of the statements made in this Quarterly  Report are  "forward-looking
statements" within the meaning of the Private  Securities  Litigation Reform Act
of 1995.  These  statements are not  statements of historical  fact, but instead
represent  our belief  about  future  events.  In some cases,  you can  identify
forward-looking  statements  by  terminology  such as "may,"  "will,"  "should,"
"expects,"  "plans,"   "anticipates,"   "believes,"   "estimates,"   "predicts,"
"potential,"  "continue,"  or the  negative of these  terms or other  comparable
terminology.  These  statements are based on many  assumptions and involve known
and unknown risks and uncertainties that are inherently uncertain and beyond our
control.  These risks and  uncertainties  may cause our or our industry's actual
results,  levels of  activity,  performance  or  achievements  to be  materially
different  than any  expressed or implied by these  forward-looking  statements.
Although we believe that the expectations in the forward-looking  statements are
reasonable, we cannot guarantee future results, levels of activity,  performance
or achievements.  You should review the factors noted in Management's Discussion
and Analysis of Financial  Condition and Results of Operation - Certain  Factors
That May Affect Our Results of Operations for a discussion of some of the things
that  could  cause  actual  results  to  differ  from  those  expressed  in  our
forward-looking statements.

Overview

     We derive a substantial  majority of our revenues from commissions on sales
by us of  national  spot radio  advertising  airtime  for the radio  stations we
represent. Generally,  advertising agencies or media buying services retained by
advertisers purchase national spot advertising time. We receive commissions from
our client radio stations based on the national spot radio advertising  billings
of the station,  net of standard  advertising  agency and media buying  services
commissions.  We enter into written  representation  contracts with our clients,
which include negotiated  commission rates. Because commissions are based on the
prices  paid to radio  stations  for spots,  our revenue  base is  automatically
adjusted for inflation.

     Our operating results generally depend on:

     o  changes in advertising expenditures;

     o  increases  and  decreases  in  the  size  of  the  total  national  spot
        radio advertising market;

     o  changes in our share of this market;



                                       9

<PAGE>

     o  acquisitions and terminations of representation contracts; and

     o  operating expense levels.

The effect of these factors on our financial condition and results of operations
varies from period to period.

     A number of factors  influence the  performance  of the national spot radio
advertising market,  including, but not limited to, general economic conditions,
consumer  attitudes  and  spending  patterns,  the amount  spent on  advertising
generally,  the share of total advertising spent on radio and the share of total
radio advertising  represented by national spot radio. In this regard,  we, like
other media  businesses,  have been  adversely  affected  by a sluggish  economy
generally, and the events of September 11, 2001, in particular, which we believe
have contributed to a temporary decrease in the amount spent on advertising.

     Our share of the national spot  advertising  market  changes as a result of
increases and decreases in the amount of national spot advertising  broadcast by
our clients.  Moreover,  our market share increases as we acquire representation
contracts   with  new  client   stations  and   decreases   if  current   client
representation  contracts  are  terminated.  Thus,  our  ability to attract  new
clients and to retain existing clients significantly affects our market share.

     The value of representation contracts that have been acquired or terminated
during the last few years has  tended to  increase  due to a number of  factors,
including  the  consolidation  of  ownership  in the  radio  broadcast  industry
following the passage of the Telecommunications Act of 1996. In recent years, we
have increased our representation  contract  acquisition  activity,  and we have
devoted a significant amount of our resources to these acquisitions. At the same
time, we have received an increased amount of contract  termination  revenue. We
base our  decisions  to acquire a  representation  contract on the market  share
opportunity  presented  and on an analysis  of the costs and net  benefits to be
derived. We continuously seek opportunities to acquire additional representation
contracts on  attractive  terms as a means of expanding  our business and market
share,  while  maintaining  our  current  clients.  Our  ability to acquire  and
maintain  representation  contracts  has had,  and  will  continue  to  have,  a
significant impact on our revenues and cash flows.

     We recognize revenues on a contract termination as of the effective date of
the  termination.  When a  contract  is  terminated,  we  write  off in full the
unamortized  portion,  if any,  of the  expense we  originally  incurred  on our
acquisition of the contract. When we enter into a representation contract with a
new  client,  we  amortize  the  contract  acquisition  cost  in  equal  monthly
installments  over the life of the new  contract.  As a  result,  our  operating
income is affected,  negatively or  positively,  by the  acquisition  or loss of
client  stations.  We are  unable to  forecast  any  trends in  contract  buyout
activity,  or in the  amount  of  revenues  or  expenses  that  will  likely  be
associated  with buyouts during a particular  period.  Generally,  the amount of
revenue  resulting from the buyout of a  representation  contract depends on the
length of the remaining term of the contract and the revenue generated under the
contract  during  the  12-month   "trailing   period"   preceding  the  date  of
termination.  The amount recognized by us as contract termination revenue in any
period is not, however,  indicative of contract  termination revenue that may be
realized in any future period.  Historically,  the level of buyout  activity has
varied from period to period.  Additionally,  the length of the remaining terms,
and the commission revenue generation,  of the contracts which are terminated in
any period vary to a considerable extent. Accordingly, while buyout activity and
the size of buyout  payments  has  increased  since  1996,  their  impact on our
revenues and income is uncertain,  due to the  variables of contract  length and
commission generation.



                                       10

<PAGE>

     During 1999,  we added  Internet  advertising  to our sales  representation
business.  Revenues and expenses  from the Internet  advertising  portion of our
business will be affected by the level of advertising on the Internet  generally
and the  portion  of that  advertising  that we can direct to our  clients,  the
traffic volume at our client's websites,  the prices obtained for advertising on
the Internet and our ability to obtain  additional  contracts from  high-traffic
Internet  websites and Internet  advertisers.  In December  2000,  we merged our
Interep  Interactive  business  with  Cybereps,  Inc.,  an Internet  advertising
representation and marketing firm in which we had a minority  interest,  thereby
increasing our ownership percentage from 16% to 51%. In October 2001, we assumed
effective control of Cybereps' operations and have consolidated its results from
that date.  Accordingly,  the operations of Cybereps are included in the revenue
and expense accounts for the six months ended June 30, 2002 and the three months
ended June 30,  2002,  whereas  our share of the  operating  results for the six
months ended June 30, 2001 and the three months ended June 30, 2001 are included
in Other expenses, net.

     Our  selling and  corporate  expense  levels are  dependent  on  management
decisions  regarding  operating and staffing  levels and on  inflation.  Selling
expenses  represent all costs  associated  with our  marketing,  sales and sales
support   functions.   Corporate   expenses  include  items  such  as  corporate
management,  corporate  communications,   financial  services,  advertising  and
promotion expenses and employee benefit plan contributions.

     Our business  generally follows the pattern of advertising  expenditures in
general. It is seasonal to the extent that radio advertising  spending increases
during the fourth calendar  quarter in connection with the Christmas  season and
tends to be weaker during the first calendar  quarter.  Radio  advertising  also
generally  increases during the second and third quarters due to holiday-related
advertising,  school vacations and  back-to-school  sales.  Additionally,  radio
tends to experience  increases in the amount of advertising revenues as a result
of special events such as political election campaigns.  Furthermore,  the level
of advertising revenues of radio stations,  and therefore our level of revenues,
is  susceptible  to prevailing  general and local  economic  conditions  and the
corresponding  increases or decreases in the budgets of advertisers,  as well as
market  conditions and trends  affecting  advertising  expenditures  in specific
industries.

Results of Operations

Three Months Ended June 30, 2002 Compared to Three Months Ended June 30, 2001

     Commission  revenues.  Commission  revenues for the second  quarter of 2002
increased to $23.7 million from $22.7 million for the second quarter of 2001, or
approximately 4.7%. This $1.0 million increase was primarily attributable to the
inclusion,  in the  current  period,  of the  commission  revenue  earned by our
Internet advertising  representation operations. In the prior year, our share of
the Internet  loss was reported on the equity  basis,  under the caption  "Other
expense, net".

     Contract  termination  revenue.  Contract termination revenue in the second
quarter of 2002 decreased by $16.2 million, or 80.3%, to $4.0 million from $20.2
million in the second quarter of 2001.  This decrease is primarily  attributable
to contract termination revenue in the second quarter of 2001 resulting from the
agreement  reached in that period with Clear  Channel  Communications  regarding
termination revenue on rep contracts with us that had previously terminated.

     Selling expenses. Selling expenses for the second quarter of 2002 decreased
to $15.5 million from $17.1 million in the second quarter of 2001. This decrease
of $1.6 million,  or  approximately  9.5%,  was primarily due to the  continuing
benefits of the strategic restructuring program undertaken in the fourth quarter
of 2001, offset by the operating  expenses incurred by our Internet  advertising
representation  operations. In the prior year our share of the Internet loss was
reported on the equity basis,


                                       11

<PAGE>

under the caption "Other expense,  net". In addition, for the three months ended
June 30, 2002 and 2001, the Company has recorded $391 and $1,027,  respectively,
to selling expenses as a result of the repricing of its stock options due to its
variable plan accounting.

     General and administrative  expenses.  General and administrative  expenses
for the second quarter of 2002 were virtually  unchanged from the second quarter
of 2001.

     Operating EBITDA. Operating EBITDA increased by $2.2 million, or 66.7%, for
the second  quarter of 2002 to $5.5  million,  from $3.3  million for the second
quarter of 2001, for the reasons discussed above.  Operating EBITDA is operating
income  or loss  before  interest,  taxes,  depreciation  and  amortization  and
excludes contract  termination  revenue and a non-cash option re-pricing charge.
Operating  EBITDA is not a measure of performance  calculated in accordance with
accounting principles generally accepted in the United States, but we believe it
is useful in evaluating the performance of Interep, in addition to the GAAP data
presented.

     Depreciation  and  amortization  expense.   Depreciation  and  amortization
expense decreased $7.8 million,  or 56.7%, during the second quarter of 2002, to
$6.0 million from $13.8 million in the second quarter of 2001. This decrease was
primarily  the result of the  write-off,  in the second  quarter of 2001, of the
remaining deferred costs,  amounting to $6.3 million,  related to the terminated
contract with Clear Channel.

     Operating income. Operating income decreased by $5.6 million, or 64.4%, for
the second quarter of 2002 to $3.1 million,  as compared to $8.7 million for the
second quarter of 2001, for the reasons discussed above.

     Interest expense,  net. Interest expense,  net, increased $0.2 million,  or
10.5%, to $2.5 million for the second quarter of 2002, from $2.3 million for the
second quarter of 2001. This increase primarily resulted from a reduction in the
amount of cash invested and lower interest rates.

     Other expense, net. Other expense, net, for 2001 primarily consisted of our
share of the equity loss incurred by Cybereps, Inc. See discussion of commission
revenues,  selling expenses and general and administrative expenses,  above. See
also  Note 3 to  the  Notes  to the  Unaudited  Interim  Consolidated  Financial
Statements included elsewhere in this Report.

     Provision  for income taxes.  The  provision for income taxes  decreased by
$4.3 million, or 93.9%, to $0.3 million for the first quarter of 2002, from $4.6
million for the second  quarter of 2001, as a result of the decreased  operating
income.

     Net income.  Our net income after tax declined $0.9 million,  or 74.8%,  to
$0.3  million for the second  quarter of 2002,  from $1.2 million for the second
quarter of 2001. The decrease was attributable to the reasons discussed above.

Six Months Ended June 30, 2002 Compared to Six Months Ended June 30, 2001

     Commission  revenues.  Commission  revenues  for  the  first  half  of 2002
increased  to $41.2  million from $39.3  million for the first half of 2001,  or
approximately 5.0%. This $1.9 million increase was primarily attributable to the
inclusion,  in the  current  period,  of the  commission  revenue  earned by our
Internet advertising  representation operations. In the prior year, our share of
the Internet  loss was reported on the equity  basis,  under the caption  "Other
expense,  net".  Additionally,  our comparative revenue was affected by the fact
that the  first  quarter  of 2002 had 13  broadcast  weeks,  as  compared  to 12
broadcast



                                       12

<PAGE>

weeks during the first quarter of 2001, and, accordingly, there were 26 weeks in
the first half of 2002 compared to 25 weeks in the first half of 2001.

     Contract  termination  revenue.  Contract  termination revenue in the first
half of 2002  decreased by $13.9 million,  or 68.7%,  to $6.4 million from $20.3
million in the first half of 2001.  This decrease is primarily  attributable  to
contract  termination  revenue in the second  quarter of 2001 resulting from the
agreement  reached in that period with Clear  Channel  Communications  regarding
termination revenue on rep contracts with us that had previously terminated.

     Selling expenses.  Selling expenses for the first half of 2002 decreased to
$28.4  million from $32.1  million in the first half of 2001.  This  decrease of
$3.7 million,  or  approximately  11.6%,  was  primarily  due to the  continuing
benefits of the strategic restructuring program undertaken in the fourth quarter
of 2001, offset by the operating  expenses incurred by our Internet  advertising
representation  operations. In the prior year our share of the Internet loss was
reported  on the equity  basis,  under the  caption  "Other  expense,  net".  In
addition,  for the six months  ended June 30,  2002 and 2001,  the  Company  has
recorded $(529) and $1,377, respectively, to selling expenses as a result of the
repricing of its stock options due to its variable plan accounting.

     General and administrative  expenses.  General and administrative  expenses
for the first half of 2002 were virtually unchanged from the first half of 2001.

     Operating EBITDA.  Operating EBITDA increased by $3.9 million for the first
half of 2002 to $6.0 million,  from $2.1 million for the first half of 2001, for
the reasons discussed above. Operating EBITDA is operating income or loss before
interest, taxes, depreciation and amortization and excludes contract termination
revenue  and a non-cash  option  re-pricing  charge.  Operating  EBITDA is not a
measure of  performance  calculated in  accordance  with  accounting  principles
generally  accepted  in the  United  States,  but we  believe  it is  useful  in
evaluating the performance of Interep, in addition to the GAAP data presented.

     Depreciation  and  amortization  expense.   Depreciation  and  amortization
expense  decreased  $8.4  million,  or 41.4%,  during the first half of 2002, to
$11.9  million from $20.3  million in the first half of 2001.  This decrease was
primarily  the result of the  write-off,  in the second  quarter of 2001, of the
remaining deferred costs,  amounting to $6.3 million,  related to the terminated
contract with Clear Channel.

     Operating income. Operating income increased by $0.3 million, or 40.5%, for
the first half of 2002 to $1.0  million,  as  compared  to $0.7  million for the
first half of 2001, for the reasons discussed above.

     Interest expense,  net. Interest expense,  net, increased $0.5 million,  or
10.9%,  to $5.0  million for the first half of 2002,  from $4.5  million for the
first half of 2001.  This  increase  primarily  resulted from a reduction in the
amount of cash invested and lower interest rates.

     Other expense,  net. Other expense, net, for 2001 primarily consists of our
share of the equity loss incurred by Cybereps, Inc. See discussion of commission
revenues,  selling expenses and general and administrative expenses,  above. See
also  Note 3 to  the  Notes  to the  Unaudited  Interim  Consolidated  Financial
Statements included elsewhere in this Report.


                                       13

<PAGE>

     Provision  (benefit) for income taxes. The benefit for income taxes for the
first half of 2002 was $0.5 million, compared to a provision of $0.4 million for
the  comparable  2001 period,  reflecting  change in the taxable  profit for the
periods.

     Net loss. Our net loss after tax declined $1.6 million,  or 31.3%,  to $3.5
million  for the first  half of 2002,  from $5.1  million  for the first half of
2001. The change was attributable to the reasons discussed above.

Liquidity and Capital Resources

     Our cash  requirements  have been  primarily  funded by cash  provided from
operations  and financing  transactions.  In December 1999 we closed our initial
public  offering,  which resulted in net proceeds of $46.8 million.  At June 30,
2002, we had cash and cash  equivalents of $12.0 million and working  capital of
$39.7 million.

     In the  second  quarter  of 2002,  we issued  $11.0  million  of units in a
private  placement.  Each unit  consists  of one share of $100  face  value,  4%
pay-in-kind,  Series A Convertible Preferred Stock and 6.25 warrants to purchase
the same number of shares of our Class A common  stock.  Each share of Preferred
Stock is convertible into 25 shares of our Class A common stock. Each warrant is
exerciseable during the next five years at an exercise price of $4.00 per share.

     Cash  provided by  operating  activities  during the first half of 2002 was
$5.8 million,  as compared to $6.9 million  during the first half of 2001.  This
fluctuation was primarily  attributable to representation  contract buyouts, the
reduction in payables and accrued  expenses and increased  collections  in trade
accounts  receivable in 2002. The first half of the year is normally weaker than
the second half due to the seasonality of our business.

     Net cash provided by (used in) investing  activities is attributable to the
purchase and sale of marketable  securities and capital  expenditures.  Net cash
used in investing activities during the first 6 months of 2002 was $0.3 million,
which consisted solely of capital  expenditures.  Net cash provided by investing
activities was $7.2 million during the first six months of 2001, reflecting $7.5
million from the redemption of marketable securities and $0.3 million of capital
expenditures.

     Cash used for financing activities of $5.0 million during the first half of
2002 was used for representation contract acquisition payments of $16.4 million,
offset by $11.4  million  from the issuance of units  referred to above,  net of
issuance costs, and the sale of additional stock to our Stock Growth Plan.

     In general,  as we acquire new representation  contracts,  we use more cash
and, as our  contracts  are  terminated,  we receive  additional  cash.  For the
reasons noted above in "Overview", we are not able to predict the amount of cash
we will  require  for  contract  acquisitions,  or the cash we will  receive  on
contract terminations, from period to period.

     We do not have any written options on financial assets,  nor do we have any
special  purpose  entities.  We  have  not  guaranteed  any  obligations  of our
unconsolidated investments

     In July 1998 we  issued  10%  Senior  Subordinated  Notes in the  aggregate
principal  amount of $100.0  million  due July 1, 2008.  Interest  on the Senior
Subordinated  Notes is payable in  semi-annual  payments  of $5.0  million.  The
Senior Subordinated  Notes, while guaranteed by our subsidiaries,  are unsecured
and junior to certain other indebtedness.  We used a portion of the net proceeds
from the issuance of the Senior Subordinated Notes to repay the then outstanding
balance of our bank debt.



                                       14

<PAGE>

Additionally, we redeemed all of the outstanding shares of our then outstanding
Series A preferred stock and Series B preferred stock, together with all of the
associated shares of common stock then subject to redemption.

     We issued the Senior  Subordinated Notes under an indenture that limits our
ability to engage in various  activities.  Among other things,  we are generally
not able to pay any dividends to our shareholders,  other than dividends payable
in shares of common  stock;  we can only  incur  additional  indebtedness  under
limited circumstances,  and certain types of mergers, asset sales and changes of
control either are not permitted or permit the note holders to demand  immediate
redemption of their Senior Subordinated Notes.

     The Senior  Subordinated  Notes may not be  redeemed by us prior to July 1,
2003, except that we may redeem up to 30% of the Senior  Subordinated Notes with
the proceeds of equity  offerings.  If certain  events  occurred  which would be
deemed to involve a change of control under the indenture,  we would be required
to offer to repurchase all of the Senior  Subordinated Notes at a price equal to
101% of their aggregate principal, plus unpaid interest.

     We believe that the liquidity  resulting from our initial  public  offering
and the  transactions  described  above,  together  with  anticipated  cash from
continuing  operations,   should  be  sufficient  to  fund  our  operations  and
anticipated needs for required representation contract acquisition payments, and
to make the required  10% annual  interest  payments on our Senior  Subordinated
Notes, for at least the next 12 months. We may not, however, generate sufficient
cash flow for these purposes or to repay the notes at maturity.  In this regard,
we believe that the  cost-saving  restructuring  we  implemented  in 2001 should
contribute to an improvement in cash flow.  Moreover,  the  improvement in radio
advertising  pacings  experienced in the first half of 2002 may be indicative of
an improving  revenue trend that should also have a positive effect on liquidity
and cash flow.  At the same time,  as noted above,  we recently  obtained  $11.0
million of new equity  financing,  and we are continuing to seek additional debt
and equity financing to enhance our working capital position.

     Our  ability  to fund our  operations  and  required  contract  acquisition
payments and to make  scheduled  principal and interest  payments will depend on
our  future  performance,  which,  to a certain  extent,  is  subject to general
economic, financial, competitive, legislative, regulatory and other factors that
are beyond our control.  We may also need to  refinance  all or a portion of our
Senior  Subordinated  Notes on or prior to  maturity.  There can be no assurance
that we will be able to effect any such  refinancing on commercially  reasonable
terms, if at all.

Certain Factors That May Affect Our Results of Operations

     The following factors are some, but not all, of the variables that may have
an impact on our results of operations:

     o  Changes in the ownership of our radio station clients, in the demand for
        radio advertising, in our expenses,  in the types of services offered by
        our competitors,  and in general  economic factors may  adversely affect
        our  ability to  generate  the  same  levels  of revenue  and  operating
        results.

     o  Advertising  tends to  be seasonal  in nature  as advertisers  typically
        spend less on radio advertising during the first calendar quarter.

     o  The terrorist  attacks that  occurred in  New York City  and Washington,
        D.C. on September 11, 2001, and the subsequent military actions taken by
        the United States


                                       15

<PAGE>

        and its allies in  response,  have  caused  uncertainty.  While the full
        consequences  of these events remain  uncertain,  they could continue to
        have a material adverse effect on general economic conditions,  consumer
        confidence, advertising and the media industry.

     o  The termination of a  representation  contract will increase our results
        of operations for the fiscal quarter in which the termination occurs due
        to the  termination  payments that are usually  required to be paid, but
        will negatively  affect our results in later quarters due to the loss of
        commission  revenues.  Hence,  our results of  operations on a quarterly
        basis are not predictable and are subject to significant fluctuations.

     o  We depend  heavily on our key personnel,  including our Chief  Executive
        Officer Ralph C. Guild and the President of our Marketing  Division Marc
        Guild,  and our  inability  to retain  them could  adversely  affect our
        business.

     o  We rely on a limited number of clients for a significant  portion of our
        revenues.

     o  Our  significant  indebtedness  from our Senior  Subordinated  Notes may
        burden our  operations,  which could make us more  vulnerable to general
        adverse  economic and  industry  conditions,  make it more  difficult to
        obtain  additional  financing  when  needed,  reduce  our cash flow from
        operations  to make  payments of principal and interest and make it more
        difficult to react to changes in our business and industry.

     o  We may need additional financing for our future capital needs, which may
        not be available on favorable terms, if at all.

     o  Competition could harm our business.  Our only significant competitor is
        Katz Media Group,  Inc.,  which is a subsidiary of a major radio station
        group that has significantly  greater financial and other resources than
        do we. In addition, radio must compete for a share of advertisers' total
        advertising  budgets with other  advertising  media such as  television,
        cable, print, outdoor advertising and the Internet.

     o  Acquisitions  and  strategic  investments  could  adversely  affect  our
        business.

     o  Our Internet business may suffer if the market for Internet  advertising
        fails to develop or continues to weaken.

Item 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     We are  exposed  to market  risk from  changes in  interest  rates that may
adversely affect our results of operations and financial  condition.  We seek to
minimize the risks from these  interest  rate  fluctuations  through our regular
operating  and  financing  activities.  Our  policy  is  not  to  use  financial
instruments for trading or other  speculative  purposes.  We are not currently a
party to any financial instruments.



                                       16

<PAGE>

                                     PART II
                                OTHER INFORMATION

Item 1.     LEGAL PROCEEDINGS

     None.

Item 2.     CHANGES IN SECURITIES AND USE OF PROCEEDS

     In May and June 2002, we sold an aggregate of 110,000  units  consisting of
one share of Series A Convertible  Preferred Stock ("Series A Preferred  Stock")
and 6.25  warrants  to acquire  the same  number of shares of our Class A common
stock ("Warrants") for an aggregate  purchase price of $11 million.  We will use
the  proceeds  for working  capital.  We also issued  warrants to acquire  5,000
shares of our Class A common stock to a placement  agent in connection  with the
sale of 10,000  units.  These  securities  were sold as a private  placement  in
reliance on Regulation D of the Securities Act of 1933, as amended.

     The  Series A  Preferred  Stock  has a face  amount of $100 per share and a
liquidation  preference in such amount in priority over our Class A common stock
and Class B common  stock.  Each  share of the Series A  Preferred  Stock may be
converted  at the option of the holder at any time into 25 shares of our Class A
common  stock at an  initial  conversion  price of $4.00 per share  (subject  to
anti-dilution  adjustment).  If the market  price of our Class A Common Stock is
$8.00 or more for 30 consecutive trading days, the Series A Preferred Stock will
automatically  be converted  into shares of our Class A Common Stock at the then
applicable  conversion  price.  The Series A  Preferred  Stock bears a 4% annual
cumulative  dividend that we can pay in cash or in kind in additional  shares of
the Series A Preferred Stock.  Holders of shares of the Series A Preferred Stock
vote, on an "as converted  basis",  together with the holders of our Class A and
Class B common  stock on all  matters and would vote alone as a class if changes
to the rights or status of the Series A Preferred Stock were proposed by us.

     Each warrant is immediately exercisable for one share of our Class A common
Stock  at  a  strike  price  of  $4.00  per  share  (subject  to   anti-dilution
adjustment).  The  Warrants  expire on the fifth  anniversary  of their  date of
issuance.

Item 3.     DEFAULTS UPON SENIOR SECURITIES

     None.

Item 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.

Item 5.     OTHER INFORMATION

     None.

Item 6.     EXHIBITS AND REPORTS ON FORM 8-K.

(A)     Documents Filed as Part of this Report

           Exhibit No.   Description
           -----------   -------------------------------------------------------
                  3.1    Certificate of Amendment of the Restated Certificate of


                                       17

<PAGE>
                         Incorporation (1)
                  4.1    Form of Warrant (1)
                 10.1    Form of Stock Purchase Agreement (1)
                 10.2    Form of Registration Rights Agreement (1)
                 99.1    Statement required pursuant to 18 U.S.C.ss. 1350 (filed
                         herewith)

-------------------------
(1)  Incorporated  by  reference  to our  Quarterly  Report on Form 10-Q for our
     fiscal quarter ended March 31, 2002,  filed with the Commission  on May 15,
     2002.




                                       18

<PAGE>

(B)     Reports on Form 8-K

     We have filed the following current reports on Form 8-K since the beginning
of our second fiscal quarter:

                                                                    Financial
Date of Report                  Items Reported                  Statements Filed
--------------  ---------------------------------------------   ----------------
June 3, 2002    Private placement of Series A Preferred Stock          No
                and Warrants


June 12, 2002   Private placement of Series A Preferred Stock          No
                and Warrants

June 26, 2002   Change in certifying accountant                        No

July 3, 2002    Unaudited pro forma consolidated balance sheet        Yes
                as of May 31, 2002




                                       19

<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned,  thereunto  duly  authorized in the City of New York,  State of New
York.

August 14, 2002

                                         INTEREP NATIONAL RADIO SALES, INC.


                                         By:  /s/ WILLIAM J. MCENTEE, JR.
                                              ---------------------------
                                              William J. McEntee, Jr.
                                              Vice President and Chief Financial
                                                Officer






                                       20