<PAGE>
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-K/A-1

 (Mark One)
     [X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2000

                                       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)

      Securities registered under Section 12(b) of the Exchange Act: None.

         Securities registered under Section 12(g) of the Exchange Act:

                Title of Each Class                       Name of Each Exchange
                -------------------                        on Which Registered
                                                           -------------------

   Class A Common Stock, par value $0.01 per share        Nasdaq National Market

                  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       [_]


(continued on next page)     Page 1 of 14 Pages







<PAGE>

                  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 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.

[_]

                  As of March 26, 2001, the aggregate market value of the Class
A Common Stock, par value $.01 per share, and Class B Common Stock, par value
$.01 per share, held by non-affiliates of the registrant, based upon the last
reported sale price for the registrant's Class A Common Stock on the Nasdaq
stock market, as reported in the Wall Street Journal, was $20,530,312 (this
excludes shares owned beneficially by directors, executive officers, the
registrant's Employee Stock Ownership Plan or the registrant's Stock Growth
Plan).

                  The number of shares of the registrant's Common Stock
outstanding as of the close of business on April 26, 2001, was 4,628,598 shares
of Class A Common Stock, and 3,887,031 shares of Class B Common Stock.

                  The registrant hereby amends Items 10, 11, 12 and 13 of its
annual report on Form 10-K, filed on April 2, 2001, to read as follows:

================================================================================


<PAGE>

                                    PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

                  Certain information regarding our executive officers is set
forth in Item 1 under the caption "Executive Officers." Such information for our
directors who are not executive officers is set forth below.

                           Name                   Age
                           ----                   ---
Leslie D. Goldberg..........................      58
Jerome S. Traum.............................      65
Howard M. Brenner...........................      67

                  Leslie D. Goldberg served as President of Interep from August
1986 to the end of 1995, and has served as a director of Interep since 1986. He
has been employed by Interep since 1968 in various capacities. Mr. Goldberg
serves on the Board of Directors of the Radio Advertising Bureau.

                  Jerome S. Traum has served as a director of Interep since
1994. Mr. Traum has been a partner with the New York law firm of Moses & Singer
since June 1995. Before that, he was of counsel to the New York law firm of
Proskauer Rose Goetz & Mendelsohn, beginning in 1991. Previously, he was a
general partner of The Blackstone Group, an investment banking firm.

                  Howard M. Brenner has served as a director of Interep since
December 1999. In 1990, Mr. Brenner founded Brenner Securities Corporation,
Inc., a brokerage firm, and is its Chief Executive Officer and Chairman of the
Board of Directors. Prior to 1990, Mr. Brenner served as President of Drexel
Burnham Group, Inc. Mr. Brenner is a director of Translux Corporation.

Section 16(A) Beneficial Ownership Reporting Compliance

                  Section 16(a) of the Securities Exchange Act of 1934 requires
our executive officers and directors, and persons who own more than 10% of our
common stock, to file with the Commission initial statements of beneficial
ownership and statements of changes in beneficial ownership of our common stock
on Forms 3, 4 and 5, and to furnish us with copies of all such forms they file.
Based on a review of the copies of such forms furnished to us, we believe that
all of our officers, directors and greater than 10% beneficial owners filed all
such forms that were required to be filed during or with respect to 2000, except
that a number of reports were not timely filed. Messrs. Ralph Guild, Marc Guild,
McEntee, Goldberg, Brenner, Yaguda and Parra filed Forms 5 after the due date,
reporting one transaction in each case, except that Ralph Guild reported two
transactions. Mr. Brenner filed one Form 4 after the due date, reporting one
transaction. Messrs. Yaguda and Parra are no longer employed by us. Our Stock
Growth Plan and Employee Stock Ownership Plan filed five Forms 4 and three Forms
4,


<PAGE>

respectively, after the due date, respectively reporting totals of 10 and 7
transactions, and filed Forms 5 after the due date, respectively reporting 2 and
16 transactions.

Item 11.          EXECUTIVE COMPENSATION

Committees Of The Board Of Directors

                  Interep's Board of Directors has an Audit Committee and a
Compensation Committee. The Audit Committee recommends the annual engagement of
Interep's auditors and the terms of that engagement and reviews the scope of the
auditors' audit and non-audit assignments, the accounting principles to be used
by Interep in financial reporting, Interep's internal financial auditing
procedures, the adequacy of Interep's internal control procedures, the
independence of the auditors, the annual and quarterly financial statements and
the results of the auditors' annual audit and quarterly reviews. The
Compensation Committee determines officers' salaries and bonuses and administers
Interep's Stock Option Plan. The members of each of the Audit Committee and the
Compensation Committee are Jerome Traum and Howard Brenner.

Director Compensation

                  Each director who is not an employee is entitled to an annual
fee of $25,000 for all services as a director, including attendance at meetings
of the Board of Directors and its committees, plus reimbursement of related
reasonable out-of-pocket expenses. Other directors do not receive compensation
for their services as directors, but are reimbursed for any reasonable
out-of-pocket expenses incurred in connection with attending such meetings.

Executive Compensation

                  The following table shows compensation for services rendered
in all capacities to Interep for the years ended December 31, 2000, 1999 and
1998 by the following executive officers: the Chief Executive Officer and
Interep's four most highly compensated executive officers other than the Chief
Executive Officer.

                                      -2-
<PAGE>


                           Summary Compensation Table
<TABLE>
<CAPTION>

                                           Annual Compensation                 Long-Term Compensation
                                   -----------------------------------   -----------------------------------
                                                                                 Awards            Payouts
                                                                         ----------------------   -----------
                                                                         Restricted  Securities

                                                         Other Annual     Stock      Underlying     LTIP      All Other
Name and Principal                 Salary      Bonus     Compensation    Award(s)    Options/     Payouts   Compensation
Position                     Year    ($)        ($)           ($)           ($)      SARs(#)(1)      ($)       ($)(2)
------------------------     ----  --------    --------  ------------    --------    ----------   --------  ------------
<S>                          <C>   <C>         <C>       <C>             <C>         <C>          <C>       <C>

Ralph C. Guild               2000  $909,969    $531,279   $104,583(3)       --        125,000          --        $20,281
  Chairman of the Board      1999   910,898     695,000    104,583(3)       --             --          --         18,902
  and Chief Executive        1998   910,659     215,000    104,583(3)       --       1,932,879         --         19,141
  Officer

Marc G. Guild                2000  $344,969    $186,100           --        --         40,000          --        $20,281
  President, Marketing       1999   335,890     166,816           --        --             --          --         18,902
  Division                   1998   315,659     126,000           --        --        313,440          --         19,141

William J. McEntee, Jr.      2000  $111,622     $30,000           --        --         40,000          --        $11,978
  Vice President and         1999   111,438          --           --        --             --          --         12,162
  Chief Financial            1998   111,223          --           --        --        417,920          --          9,855
  Officer (4)

Stewart Yaguda, former       2000  $125,260     $44,100           --        --          5,000          --        $19,606
  President, Interep         1999   125,898      41,979      $27,500(6)     --             --          --         18,902
  Marketing Group(5)         1998   125,659      65,000      $27,500(6)     --        208,960          --         19,141

Charles Parra, former        2000  $129,530   $      --           --        --          5,000          --        $11,120
  Chief Technology           1999   114,992      17,500           --        --             --          --         11,673
  Officer (5)                1998   108,865       5,000           --        --             --          --         11,840
</TABLE>

(1)  The Company did not award any stock appreciation rights ("SARs") during
     2000.

(2)  Includes amounts contributed by Interep on behalf of Messrs. Ralph Guild,
     Marc Guild, McEntee, Yaguda and Parra to the Stock Growth Plan of $15,031,
     $15,031, $8,378, $14,740 and $10,470, respectively, for 2000, $14,102,
     $14,102, $8,562, $14,102 and $11,008, respectively, for 1999; and $14,341,
     $14,341, $8,777, $14,341 and $11,135, respectively, for 1998. Also includes
     amounts contributed by Interep on behalf of such persons to Interep's
     401(k) Plan of $5,250, $5,250, $3,600, $4,866 and $650, respectively, for
     2000; $4,800, $4,800, $3,600, $4,800 and $665, respectively, for 1999; and
     $4,800, $4,800, $1,078, $4,800 and $705, respectively, for 1998.

(3)  Represents payments under a supplemental income agreement. See "Employment
     Contracts," below.

(4)  Mr. McEntee serves in such capacities pursuant to a
     Services Agreement between Interep and Media Financial Services, Inc. See
     Item 13.

(5)  Messrs. Yaguda's and Parra's employment with the Company terminated in the
     last quarter of 2000.

(6)  Represents contributions made by the Company pursuant to a compensation
     deferral arrangement.

                                      -3-
<PAGE>

                        Option Grants in Last Fiscal Year

    Interep granted the following options to executive officers during 2000:

<TABLE>
<CAPTION>
                                                                                                     Potential Realizable
                                                                                                       Value At Assumed
                                                                                                     Annual Rate of Stock
                                                                                                    Price Appreciation For
                                       Individual Grants                                                Option Term(1)
------------------------------------------------------------------------------------------------    ------------------------
                                                   Percent of
                                  Number of           Total
                                  Securities      Options/SARs     Exercise
                                  Underlying       Granted to       or Base
                                 Options/SARs     Employees In       Price       Expiration
            Name                Granted (#)(2)     Fiscal Year      ($/sh)           Date                5% ($)    10% ($)
----------------------------    --------------    --------------   ---------   ---------------        ----------  ----------
<S>                             <C>               <C>              <C>         <C>                   <C>          <C>


Ralph C. Guild.............          125,000(3)        16.1%        $2.81(5)   April 25, 2010         $220,899    $559,802
Marc C. Guild..............           40,000(3)         5.2%         2.81(5)   April 25, 2010           70,688     179,137
William J. McEntee.........           40,000(3)         5.2%         2.81(5)   April 25, 2010           70,688     179,137
Stewart Yaguda.............         5,000(3)(4)         0.6%         2.81(5)       --(4)              8,836(4)   22,392(4)
Charles Parra..............         5,000(3)(4)         0.6%         2.81(5)       --(4)              8,836(4)   22,392(4)

</TABLE>
(1)      These columns show the gains the option holders could realize if
         Interep's common stock appreciates at a 5% or 10% rate. These growth
         rates are arbitrary assumptions specified by the SEC, not Interep's
         predictions.

(2)      The Company did not grant any SARs during 2000.

(3)      The options granted vest in equal installments over three years, with
         the first third vesting on the first anniversary of the date of the
         option grant, the second third vesting on the second anniversary, and
         the final third vesting on the third anniversary. The options fully
         vest in the event of a change in control of the Company.

(4)      Following the termination of Messrs. Yaguda's and Parra's employment in
         2000, the options granted to them in April 2000 terminated.

(5)      The options were granted to the executive officers in April 2000 at an
         exercise price of $8.77 per share. In December 2000, the Compensation
         Committee of the Board of Directors decreased the exercise price of
         these options, together with all options granted to other employees in
         April 2000, to $2.81 per share.

                                      -4-
<PAGE>

           Aggregated Option Exercises in Last Fiscal Year and Fiscal
                             Year End Option Values

                  The following table sets forth, as to each executive officer,
the status of their options at the end of fiscal 2000. No options were exercised
by any of them during fiscal 2000.

<TABLE>
<CAPTION>
                                                                            Number Of                       In-The-Money
                                                                       Unexercised Options/                Options/SARs At
                                                                   SARs At Fiscal Year End (#)           Fiscal Year End ($)
                                                                 ---------------------------------   -----------------------------
                                     Number Of
                                       Shares        Value
                                      Acquired      Realized
      Name                          On Exercise        ($)       Exercisable    Non-exercisable   Exercisable     Non-exercisable
--------------------------------  ----------------- ---------   -------------  ------------------ -------------  ------------------
<S>                               <C>               <C>         <C>            <C>                <C>            <C>

Ralph C. Guild.................          --             --        2,559,759          125,000        $557,923          $86,250
Marc G. Guild..................          --             --          417,920           40,000         $76,270          $27,600
William J. McEntee, Jr.........          --             --          417,920           40,000           $   0          $27,600
Stewart Yaguda(1)..............          --             --          208,960               --           $   0               --
Charles Parra(1)...............          --             --               --               --              --               --
-------------
(1) Messrs. Yaguda's and Parra's employment with Interep was terminated in the last quarter of 2000.


</TABLE>

                              Employment Contracts

                  Ralph Guild is employed as our Chairman of the Board and Chief
Executive Officer under an employment agreement. The term of this agreement runs
through February 29, 2006 and is automatically extended for an additional year
each March 1 unless either we or Ralph Guild notifies the other on or before
February 1 of the same year of our or his election not to extend the agreement.
Ralph Guild receives a base salary of not less than $925,000 per year, plus any
bonus, incentive or other types of additional compensation which our Board of
Directors determines to pay. Further, he is entitled to receive annual incentive
compensation based on increases in our Adjusted EBITDA. If Adjusted EBITDA for
any year is greater than the Adjusted EBITDA for the previous year, Ralph Guild
will be entitled to a bonus equal to a percentage of his base salary equal to
two times the percentage increase of Adjusted EBITDA for such year over the
higher of Adjusted EBITDA for the prior year and the highest Adjusted EBITDA for
any prior year back to 1998. If we elect not to extend the term of the
agreement, we are required to retain Ralph Guild as a consultant for an
additional two years at a fee equal to his base salary in effect at such time.

                  The agreement provides for continued payment of Ralph Guild's
base salary through the balance of its term, plus two years, if (i) Ralph Guild
terminates his employment with us by reason of our material breach of the
agreement, (ii) Ralph Guild is not re-appointed as Chairman of the Board and
Chief Executive Officer or ceases to be elected as a director, other than by his
own choice or for reasons justifying termination of his employment by us for
cause, or (iii) there is a change in control of our Board of Directors. Ralph
Guild may not compete with us during the term of the employment agreement and
thereafter for as long as he is receiving compensation under the agreement. The
agreement also provides (i) in the case of Ralph Guild's

                                      -5-
<PAGE>

permanent disability, for payments to Ralph Guild equal to 75% of his then
current salary, less any income disability benefits to which he may be entitled,
for the balance of his employment term and (ii) in the case of Ralph Guild's
death, at the option of his estate or his designated beneficiary, for a death
benefit equal to either the present value at the time of his death of the entire
amount of the salary that would have been payable to him for the balance of his
employment term or the payment of his then current salary over the balance of
his employment term.

                  Ralph Guild also has a supplemental income agreement pursuant
to which we pay him $104,583 per year, payable in monthly installments, through
2008. We maintain a whole life insurance policy on Ralph Guild for the purpose
of funding the supplemental income agreement.

                  Marc Guild is employed as our President, Marketing Division
under an employment agreement. The term of this agreement runs through March 31,
2006, and is automatically extended for an additional year each April 1 unless
either we or Marc Guild notifies the other on or before March 1 of the same year
of our or his election not to extend the agreement. Under the agreement, Marc
Guild receives a base annual salary of $360,000 and a minimum incentive amount
of $90,000 per year, which is payable by us only if we achieve certain financial
or other goals set at the beginning of each year. The agreement also provides
that if his employment is terminated because of his permanent disability, Marc
Guild is entitled to payments equal to 75% of his then current salary plus 75%
of his then current incentive bonus, less any income disability benefits that he
may receive or to which he may be entitled, for the duration of the term of the
agreement. If his employment is terminated because of his death or by Marc Guild
for cause, he is entitled to his then current salary, plus 75% of his then
current incentive bonus, and in addition, if he terminated his employment for
cause, he is entitled to payment of the consulting fees that would have been
payable if his employment had not been terminated. If we elect not to extend the
term of the agreement, we are required to retain Marc Guild as a consultant for
an additional two years at a fee equal to his base salary in effect at such
time.

                           Indemnification Agreements

                  We are a party to an indemnification agreement with each of
our directors and certain of our executive officers. These agreements entitle
these persons to be indemnified, which may include advancement of expenses, to
the fullest extent permitted by law for all expenses, judgments, fines,
penalties and settlement payments incurred by an indemnitee in actions brought
against him or her in connection with any act taken in his or her capacity as a
director or executive officer. Under these agreements, each decision as to
indemnification will be made by a majority of the disinterested members of our
Board of Directors, if such members constitute a quorum of the full Board, or
otherwise by independent legal counsel selected by our Board.

           Compensation Committee Interlocks and Insider Participation

                  For the fiscal year ended December 31, 2000, the entire Board
of Directors determined executive officer compensation. Two members of the Board
of Directors, Ralph

                                      -6-
<PAGE>

Guild and Marc Guild, are officers of Interep, and have participated in certain
transactions with Interep during 2000. See Item 13.

Item 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

                  The following table sets forth certain information concerning
the beneficial ownership of our common stock held on April 26, 2001 by (i) each
person known to us to own beneficially more than 5% of the common stock, (ii)
each of our directors, (iii) each of our executive officers and (iv) all
directors and executive officers as a group.

                  The number and percentage of shares beneficially owned are
determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934,
and the information is not necessarily indicative of beneficial ownership for
any other purpose. Shares of common stock subject to options that are currently
exercisable, or exercisable within 60 days of April 30, 2001, are deemed to be
beneficially owned by the person holding the options for the purpose of
computing that person's percentage ownership, but are not treated as outstanding
for the purpose of computing the percentage ownership of any other person.
Unless otherwise indicated in the footnotes, each person or entity has sole
voting and investment power (or shares these powers with his or her spouse) with
respect to the shares shown as beneficially owned.

                  As of April 26, 2001, there were 4,628,598 shares of Class A
common stock and 3,887,031 shares of Class B common stock outstanding. Only
qualified holders, that is, members of our Board of Directors, our active
employees, the controlled affiliates, spouses, estates or personal
representatives of directors and employees, and our employee benefit plans,
including the Employee Stock Ownership Plan and the Stock Growth Plan, may hold
Class B common stock. Each share of Class B Common Stock is convertible into one
share of Class A Common Stock at the option of the holder or automatically under
certain circumstances. Each share of the Class B Common Stock is entitled to 10
votes per share in all matters presented to the shareholders, except for certain
amendments to the Restated Certificate of Incorporation, certain "going private"
transactions and as otherwise required by applicable law. The shares of Class A
Common Stock are entitled to one vote per share on all matters.

                                      -7-
<PAGE>

<TABLE>
<CAPTION>

                                                               Amount and Nature of
                                                               Beneficial Ownership           Percent of
                 Name and Address of                     -------------------------------     Total Voting
                  Beneficial Owner                         Number            Percent             Power
-----------------------------------------------------    ------------     --------------     --------------
<S>                                                      <C>              <C>                <C>
5% Beneficial Owners

Interep National Radio Sales, Inc. Stock .........    1,862,192             21.9%            40.7%
    Growth Plan and Trust (1)
    c/o Interep National Radio Sales, Inc.
    100 Park Avenue
    New York, New York 10017
Interep National Radio Sales, Inc. Employee..........    1,441,878             16.9%            33.1%
    Stock Ownership Plan and Trust (1)
    c/o Interep National Radio Sales, Inc.
    100 Park Avenue
    New York, New York 10017
Wellington Management Company, LLP (2)...............      875,000             10.3%             2.0%
    75 State Street
    Boston, Massachusetts 02109
Gilder, Gagnon, Howe & Co. LLC (3)...................      858,360             10.1%             2.0%
    1775 Broadway, 26th Floor
    New York, New York 10019
Franklin Resources, Inc. (4).........................      540,000              6.3%             1.2%
    777 Mariners Island Boulevard
    San Mateo, California 94404
State Street Research & Management...................
    Company (5)                                            515,600              6.1%             1.2%
    One Financial Center, 30th Floor
    Boston, Massachusetts 02111-2690

Officers & Directors

Ralph C. Guild (1)(6)(7).............................    3,160,702             28.4%            45.5%
Marc G. Guild (1)(6)(8)..............................      565,467              6.3%            11.8%
William J. McEntee, Jr. (1)(9).......................      435,863              4.9%             9.1%
Leslie D. Goldberg (10)..............................       53,907              *                1.2%
Jerome S. Traum (11).................................        1,667              *                *
Howard J. Brenner (12)...............................        2,167              *                *

All Directors  and  Executive  Officers as a Group (6
Persons) (1)(7)(8)(9)(10)(11)(12)                        4,219,773             35.1%            53.6%

</TABLE>

*        Less than 1%

(1)      The shares shown in this table as being owned beneficially by Messrs.
         Ralph Guild, Marc Guild and McEntee and by all directors and executive
         officers as a group include shares owned by the ESOP and the Stock
         Growth Plan and allocated to plan accounts maintained for such persons.
         As of March 27, 2001, the combined number of shares allocated by such
         plans to such persons was as follows: Ralph Guild, 308,629 shares; Marc
         Guild, 70,900 shares; William J. McEntee, Jr., 4,610 shares and all
         directors and executive officers as a group, 384,139 shares. ESOP and
         Stock Growth Plan participants have the right to direct the votes of
         the shares allocated to them with respect to certain significant
         matters submitted to a vote of stockholders, although the trustees of
         the ESOP

                                      -8-
<PAGE>

         and Stock Growth Plan have the authority to vote all shares held by
         such plans in their discretion with regard to all other matters,
         including the election of directors. Ralph Guild, Leslie Goldberg and
         Marc Guild are the trustees of the ESOP and the Stock Growth Plan.

(2)      Reflects shares beneficially owned as of February 13, 2001, according
         to a statement on Schedule 13G/A, filed on behalf of Wellington
         Management Company, LLP.

(3)      Reflects shares beneficially owned as of February 6, 2001, according to
         a statement on Schedule 13G, filed on behalf of Gilder, Gagnon & Howe
         & Co.

(4)      Reflects shares beneficially owned as of February 8, 2001, according to
         a statement on Schedule 13G/A, filed on behalf of Franklin Resources,
         Inc., Charles B. Johnson, Rupert H. Johnson, Jr. and Franklin Advisers,
         Inc.

(5)      Reflects shares beneficially owned as of February 14, 2001, according
         to a statement on Schedule 13G, filed on behalf of State Street
         Research & Management Company.

(6)      Ralph Guild and Marc Guild are father and son and each disclaims
         beneficial ownership of the other's holdings.

(7)      Includes currently exercisable options granted to Ralph Guild in (a)
         1988 to purchase 208,960 shares of common stock at an exercise price of
         $1.56 per share, (b) 1991 to purchase 208,960 shares at an exercise
         price of $2.77 per share, (c) 1995 to purchase 208,960 shares at an
         exercise price of $3.91 per share, (d) June 1998 to purchase 626,880
         shares at an exercise price of $3.80 per share, (e) July 1998 to
         purchase 1,253,759 shares at an exercise price of $4.02 per share, (f)
         December 1998 to purchase 52,240 shares at an exercise price of $4.20
         per share and (g) April 2000 to purchase 41,667 shares at an exercise
         price of $2.81 per share. Excludes options granted to Mr. Guild in
         April 2000 to acquire 83,333 shares at an exercise price of $2.81 per
         share, which options are not currently exercisable. The options
         referred to in clauses (a), (b) and (c) expire in December 2005 and the
         options referred to in clauses (d), (e), (f) and (g) expire in June
         2008, July 2008, December 2008 and April 2010, respectively. Mr. Guild
         transferred the options granted to him in April 2000 to a limited
         partnership for the benefit of his children, of which he is the sole
         general partner.

(8)      Includes currently exercisable options granted to Marc Guild in (a)
         1991 to purchase 104,480 shares of common stock at an exercise price of
         $2.77 per share, (b) June 1998 to purchase 104,480 shares at an
         exercise price of $3.80 per share, (c) July 1998 to purchase 208,960
         shares at an exercise price of $4.02 per share and (d) April 2000 to
         purchase 13,333 shares at an exercise price of $2.81 per share. These
         options expire in December 2005, June 2008, July 2008 and April 2010,
         respectively. Excludes options granted to Mr. Guild in April 2000 to
         acquire 26,667 shares at an exercise price of $2.81 per share, which
         options are not currently exercisable.

(9)      Includes currently exercisable options granted to Mr. McEntee in (a)
         June 1998 to purchase 104,480 shares of common stock at an exercise
         price of $3.80 per share, (b) July 1998 to purchase 313,440 shares at
         an exercise price of $4.02 per share and (c) April

                                      -9-
<PAGE>

         2000 to purchase 13,333 shares at an exercise price of $2.81 per share.
         Such options will expire in June 2008, July 2008 and April 2010,
         respectively. Excludes options granted to Mr. McEntee in April 2000 to
         acquire 26,667 shares at an exercise price of $2.81 per share, which
         options are not currently exercisable.

(10)     Includes currently exercisable options granted to Mr. Goldberg in (a)
         December 1998 to purchase 52,240 shares of common stock at an exercise
         price of $4.20 per share and (b) April 2000 to purchase 1,667 shares at
         an exercise price of $2.81 per share. Excludes options granted in April
         2000 to acquire 3,333 shares at an exercise price of $2.81 per share,
         which options are not currently exercisable. The options will expire in
         December 2008 and April 2010, respectively.

(11)     Includes currently exercisable options granted to Mr. Traum in April
         2000 to purchase 1,667 shares of common stock at an exercise price of
         $2.81 per share. Excludes options granted in April 2000 to acquire
         3,333 shares at an exercise price of $2.81 per share, which options are
         not currently exercisable. The options will expire in April 2010.

(12)     Includes currently exercisable options granted to Mr. Brenner in April
         2000 to purchase 1,667 shares of common stock at an exercise price of
         $2.81 per share. Excludes options granted in April 2000 to acquire
         3,333 shares at an exercise price of $2.81 per share, which options are
         not currently exercisable. The options will expire in April 2010.

Item 13.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

                  Interep has retained Media Financial Services, Inc. ("Media"),
which is wholly-owned by our Vice President and Chief Financial Officer William
J. McEntee, to provide financial and accounting services for Interep and its
subsidiaries. These services include the preparation of monthly, quarterly and
annual financial statements, the preparation and filing of all required federal,
state and local tax returns and all billing, accounts receivable, accounts
payable and collections functions. The term of the agreement runs through May
31, 2007 and, beginning in 2002, will be automatically extended for an
additional year each June 1 unless either we or Media notifies the other on or
before April 30 of the same year of our or its election not to extend the
agreement. Interep paid Media a fee of approximately $3 million in 2000 for its
services. The annual fees for Media's services over the following seven years of
the agreement increase from approximately $3.1 million to approximately $4.2
million. Under the services agreement, Mr. McEntee is in charge of all services
rendered by Media to Interep and also serves as our Vice President and Chief
Financial Officer for an annual salary of $120,000 in 2000, $160,000 in 2001 and
$200,000 thereafter. The agreement with Media provides that if there is a change
in control of Interep, both Interep and Media will have the right to terminate
the agreement. Upon such termination, Interep will pay Media a lump sum equal to
50% of the aggregate amount that would otherwise be payable to Media and Mr.
McEntee pursuant to the agreement through the then established end of the
agreement's term, plus any amounts payable by Media to its landlord for its
principal offices in order to obtain the early termination of its lease.

                  Since December 1979, Interep has leased a building from a
trust of which Ralph Guild is the income beneficiary, Marc Guild is the trustee
and Marc Guild, Adam Guild and their

                                      -10-
<PAGE>

siblings are residual beneficiaries. We use the building from time to time for
training sessions and management meetings. The lease expires on December 31,
2009 and provides for base annual rentals increasing from $78,000 per year to
$102,000 per year over the term of the lease, subject to adjustment for actual
usage. Interep also leases an apartment in New York City from a partnership of
which Marc Guild, Adam Guild and their siblings are limited partners. The
apartment is for the use of visiting Interep employees, including Ralph Guild,
when they are working in the New York office. The lease expires on January 31,
2009, and provides for annual rent of $120,000, subject to increase for up to
50% of any increases in applicable real estate taxes and common charges. Interep
believes the terms of these lease arrangements are at least comparable to, if
not more favorable to Interep than, the terms which would have been obtained in
transactions with unrelated parties. Interep intends to continue these or other
arrangements in the future as long as it believes each transaction is more
beneficial to Interep than using an unrelated provider. Adam Guild and Phillip
Brown, who are Ralph Guild's son and son-in-law, respectively, are also
employees.

                  In June 1998, we disposed of our non-radio rep firm
subsidiary, Corporate Family Network, Inc., or CFN. The results of operations of
CFN had resulted in immaterial losses since its inception. We sold CFN to Ralph
Guild for a purchase price of $200,000, which was our estimate of the net fair
market value of CFN, payable $50,000 in cash and $150,000 by execution and
delivery by Mr. Guild of a promissory note payable in three annual installments
of $50,000 each and bearing interest at a fluctuating rate equal to the prime
rate of BankBoston, N.A., plus one percent. Ralph Guild has paid all amounts
payable under the promissory note through the date hereof.

                                      -11-
<PAGE>

                                   SIGNATURES

                  Pursuant to the requirements of Section 13 or 15(d) 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.

                                INTEREP NATIONAL RADIO SALES, INC.



April 30, 2001                  By:  /s/ Ralph C. Guild
                                   ---------------------------------------------
                                Ralph C. Guild
                                President and Chief Executive Officer and
                                Chairman of the Board (principal executive
                                officer)

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

Signature                 Title                                Date
    /s/ Ralph C. Guild    President, Chief Executive Officer,  April 30, 2001
------------------------  Chairman Of The Board And Director
Ralph C. Guild

         *                President, Marketing Division;       April 30, 2001
------------------------  Director
Marc G. Guild

         *                Vice President And Chief Financial   April 30, 2001
------------------------
William J. McEntee, Jr.   Officer (Principal Financial And
                          Accounting Officer)

         *                Director                             April 30, 2001
------------------------
Leslie D. Goldberg

         *                Director                             April 30, 2001
------------------------
Jerome S. Traum

         *                Director                             April 30, 2001
------------------------
Howard M. Brenner

*By:  /s/ Ralph C. Guild
    --------------------
    Ralph C. Guild
    Attorney-In-Fact

                                      -12-