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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-K/A



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(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, 2005

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



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INTEREP
NATIONAL RADIO SALES, INC.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|New York                                                       |  | 13-1865151                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer 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)



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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 |  | None                                     



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

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

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 ̈

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. ̈

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

Large accelerated filer ̈Accelerated filer ̈Non-accelerated filer  x

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

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 OTC Bulletin Board, was $2,926,542 as of June 30, 2005 (this excludes shares owned beneficially
by directors, executive officers and 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 24, 2006 was 7,078,168 shares of Class A Common Stock, and 4,217,708 shares of Class B Common Stock.



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The registrant hereby amends Items 10, 11, 12, 13, 14 and 15 of its Annual Report on Form 10-K, filed on
March 31, 2006, as follows:

PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following table sets forth certain information
regarding our directors and executive officers:



|                        |  |                                                                |  |    
|----------------------- |  | -------------------------------------------------------------- |  | ---
|Name                    |  | Position                                                       |  | Age
|Ralph C. Guild          |  | Chief Executive Officer and Chairman of the Board and Director |  | 77 
|George E. Pine          |  | President, Chief Operating Officer and Director                |  | 57 
|Marc G. Guild           |  | President, Marketing Division, Director                        |  | 55 
|William J. McEntee, Jr. |  | Senior Vice President and Chief Financial Officer              |  | 62 
|Terence Bate            |  | Director                                                       |  | 72 
|Howard M. Brenner       |  | Director                                                       |  | 72 
|John E. Palmer          |  | Director                                                       |  | 78 
|Arnie Semsky            |  | Director                                                       |  | 59 
|Arnold Sheiffer         |  | Director                                                       |  | 72 

All executive officers are appointed for terms of one year. The Board of Directors is divided into
three classes of two or three directors each. Each class serves a three year term, and the elections of the classes are staggered so that only one class will be considered for election at each annual meeting of shareholders.

Ralph C. Guild has been our Chairman of the Board and Chief Executive Officer since 1986, and has served as a director since 1967. He has been
employed by us or our predecessors since 1957 in various capacities. Mr. Guild is a prominent figure in the radio business, and has received many of the most prestigious awards in the industry. In November 1991, Mr. Guild became one of the
first inductees into the Broadcasting Hall of Fame. He also received the Golden Mike Award from the Broadcasters Foundation in 1998 for outstanding contributions to the radio industry. In March 2001, Mr. Guild received the International
Radio & Television Societys Golden Medal Award. Mr. Guild is active in a broad range of industry associations and charitable organizations. Currently, he serves on the Boards of Trustees of the Museum of Television &
Radio, the Center for Communications and the University of the Pacific.

George E. Pine was appointed our President and Chief
Operating Officer in March 2003. He joined our Board of Directors in April 2003. He was President of our ABC Radio subsidiary from 1998 until becoming our President. Before that, he served us in various sales management capacities since 1973,
including President of Interep East. Mr. Pine is a Member of the Board of Trustees for both the Webb School in Tennessee and Ithaca College. He also serves as Chairman of Ithaca Colleges Development Committee. Mr. Pine serves on the
Board of Directors of the Radio Advertising Bureau and the John Bayliss Broadcast Foundation. He is a member of the International Radio & Television Society and the Advertising Club of New York.

Marc G. Guild has been our President, Marketing Division, since November 1989, and has served as a director of the Company since 1989. He was
Executive Vice President of Network Sales/Operations from 1986 to 1989. Mr. Guild has been employed by us or our predecessors since 1972 in various capacities. As President of our Marketing Division, Mr. Guild plays a key role in our sales
and marketing programs, the Interep Radio University and our research and technology divisions. Mr. Guild serves on the Boards of Directors of the International Radio and Television Foundation and the Library of American Broadcasting. Marc
Guild is the son of Ralph Guild.

William J. McEntee, Jr. has been our Senior Vice President and Chief Financial Officer since March
1997. Mr. McEntee serves in such positions pursuant to a Services Agreement between the Company and Media Financial Services, Inc. Mr. McEntee was Chief Financial Officer at Sudbrink Broadcasting in West Palm Beach, Florida, from 1971
through 1994. Mr. McEntee owned and managed WCEE-TV in Mt. Vernon, Illinois from 1994 until selling the station in 1996. Mr. McEntee currently owns WIOJ-AM in Jacksonville, Florida. He is a certified public accountant.



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Terence Bate joined our Board in July 2005. He is currently the majority shareholder of Tinopolis
plc, Britains largest independent television production company, of which he was the Chief Executive Officer until 2 years ago. Mr. Bate is also the founder and majority shareholder of Multiplus Ltd., a digital terrestrial television
operation in the Mediterranean. In addition, he is Chairman of Charanga Ltd. a music tuition software company and director of a European hedge fund. In the 1970s and 1980s, Mr. Bate was a leading figure in British commercial radio, founding
many major radio stations, as well as launching and owning the then largest radio sales and marketing company in England. In the 1960s, he worked in radio in both Canada and the United States. He also ran Radio Caroline, the largest of the European
pirate radio stations.

Howard M. Brenner has served as a director of Interep since December 1999. He has been a senior
advisor at Morgan Joseph & Co., Inc. (f/k/a Morgan Lewis Githens & Ahn), a brokerage firm, and a broker at American Portfolios, since 2001. In 1990, Mr. Brenner founded Brenner Securities Corporation, Inc., a brokerage firm,
now known as HCFP Brenner Securities, LLC, and served as its Chief Executive Officer and Chairman of the Board of Directors until 2001. Mr. Brenner, when CEO of Brenner Securities, settled an SEC administrative proceeding in which it was
alleged that he, as CEO of Brenner Securities, had not developed and implemented certain internal procedures and, therefore, had failed to exercise requisite supervision over subordinates. Mr. Brenner was suspended for 180 days from acting in a
supervisory capacity and paid a fine. Mr. Brenner fully complied with this order. Prior to 1990, Mr. Brenner served as President of Drexel Burnham Group, Inc. Mr. Brenner is a director of Translux Corporation.

John E. Palmer has served as a director of Interep since June 2001. He is the Chairman, Founder and CEO of Privilege Publishing, Inc., publishers
of Privilege Magazine, the preeminent magazine of philanthropic giving, which he founded in January 2004. Prior activities included investment banking on Wall Street from 1984 until 2003, where he specialized in mergers and acquisitions
and capital funding for the broadcast industry. During the 1980s, he also owned radio stations in major markets, including KIIS Radio in Los Angeles, which he founded in 1970 and served as general manager and majority owner for six years.

Arnie Semsky joined our Board of Directors in April 2002. Mr. Semsky served as Executive Vice President, Worldwide Media
Director and a Board member of BBDO Worldwide, a unit of Omnicom Group, for twenty years, through 1998. For the past seven years, Mr. Semsky has served as a senior adviser to ESPN and the ESPN/ABC Sports Customer Marketing and Sales Group, both
of which are part of The Walt Disney Company. He presently serves as a director and a member of the compensation committee of 24/7 Real Media, Inc., an internet rep company.

Arnold Sheiffer joined our Board of Directors in April 2003. Mr. Sheiffer was the Chairman of Petry Media Corporation, an independent
television rep company, from 2000 until 2004. He served as Managing Director of Sandler Capital Management, an investment firm that specializes in media and telecommunications, from 1999 to 2000. From 1998 to 2000, he was the Chairman and Chief
Executive Officer of Smart Route Systems, Inc. Mr. Sheiffer joined Katz Media in 1990 as Chief Financial Officer and became Chief Operating Officer in 1992 and served in that position until 1995. He currently serves on the boards of Sun Com
Corporation (NYSE), Goldentree Asset Management, James Cable and Destinta Theaters.

Leslie D. Goldbergresigned as a Director in
May 2005.

Audit Committee Financial Expert

Our Board of Directors has determined that our Audit Committee, consisting of Terence Bate, Howard Brenner, John Palmer, Arnie Semsky and Arnold Sheiffer, has at least one audit committee financial expert. The Board determined
that all of the members of the Audit Committee are independent according to the definition of independent director as set forth in the listing standards of the NASD, and, based upon their experience, training and education, that Messrs.
Brenner, Semsky and Sheiffer qualify as audit committee financial experts.

Code of Ethics for Senior Management

In addition to general standards of good business conduct and ethics applicable to all of our directors and employees, we have established a Code of
Ethics for Senior Management (Code of Ethics), including (i) our Chief Executive Officer, (ii) our senior financial officers, including our Chief Financial Officer and any other senior finance or accounting personnel as our
Chief Executive Officer or Chief Financial Officer may designate from time to time as being subject to the Code of Ethics, and (iii) other members of senior management, including rep company presidents, regional executives, corporate officers
and such others as our Chief Financial Officer may designate. The Code of Ethics was filed with the SEC as Exhibit 14 to our 2003 Annual Report on Form 10-K and we have posted it on our website at www.interep.com.



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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 greater than 10% beneficial owners filed all such forms that were required to be filed during or with respect to 2005. With respect to our officers and directors, a number of
reports required to be filed during or with respect to 2005, have not yet been filed.

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 Terence Bate, Howard Brenner, John Palmer, Arnie Semsky and Arnold Sheiffer. Terence Bate joined the Audit and Compensation Committees when he was elected to the Board of Directors in July
2005.

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.
In addition, non-employee directors who chair Board committees are entitled to an additional fee of $10,000. 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, 2005, 2004 and 2003 by the
Chief Executive Officer, President and Chief Operating Officer, President, Marketing Division and Chief Financial Officer, which represent Intereps most highly compensated executive officers as of December 31, 2005.



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Summary Compensation Table



|                                                                        |  |              |  |                     |                         |           |         |                             |         |                       |                            |  |                                        |  |                |  |                             |  |     |                      
|----------------------------------------------------------------------- |  | ------------ |  | ------------------- | ----------------------- | --------- | ------- | --------------------------- | ------- | --------------------- | -------------------------- |  | -------------------------------------- |  | -------------- |  | --------------------------- |  | --- | ---------------------
|                                                                        |  |              |  |                     |                         |           |         |                             |         |                       | Long-Term Compensation     |  |                                       
|                                                                        |  |              |  | Annual Compensation |                         |           | Awards  |                             | Payouts |                       |                           
|Name and Principal Position                                             |  | Year         |  | Salary($)(1)        |                         | Bonus ($) |         | Other AnnualCompensation($) |         |                       | RestrictedStockAward(s)($) |  | SecuritiesUnderlyingOptions/SARs(#)(2) |  | LTIPPayouts($) |  | All OtherCompensation($)(3)
|Ralph C. GuildChairman, Chief Executive Officer                         |  | 200520042003 |  | $$$                 | 554,216806,640 873,825  |           |      |                             | $$$     | 104,583104,583104,583 | (4)(4)(4)                  |  |                                     |  |             |  |                          |  | $$$ | 138,675140,252 23,841
|                                                                        |  |              |  |                     |                         |           |         |                            
|George E. PinePresident and Chief Operating Officer                     |  | 200520042003 |  | $$$                 | 395,414442,643425,959   |           |      |                             |         |                    |                            |  |                                     |  |             |  |                          |  | $$$ | 25,80324,85323,841   
|                                                                        |  |              |  |                     |                         |           |         |                            
|Marc G. GuildPresident, Marketing Division                              |  | 200520042003 |  | $$$                 | 305,197 323,647 342,159 |           |      |                             |         |                    |                            |  |                                     |  |             |  |                          |  | $$$ | 24,39523,69923,841   
|                                                                        |  |              |  |                     |                         |           |         |                            
|William J. McEnteeSenior Vice President and Chief Financial Officer (5) |  | 200520042003 |  | $$$                 | 166,190 175,060 182,159 |           |      |                             |         |                    |                            |  |                                     |  |             |  |                          |  | $$$ | 18,01018,84021,441   

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|(1) | Included in 2004 salary for each of Ralph Guild and Mr. Pine is $100,000, which was deferred and not paid, but was accrued by the Company.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The Company did not award any stock appreciation rights (SARs) during its 2005, 2004 or 2003 fiscal years.
|--- | ------------------------------------------------------------------------------------------------------------

|(3) | Includes amounts contributed by Interep on behalf of Messrs. Ralph Guild, Pine, Marc Guild and McEntee to the Stock Growth Plan of $18,810, $18,803, $18,803 and $13,810 for 2005;
$18,360, $18,353, $18,353 and $14,940 for 2004; and $17,841 per person for 2003. Also includes amounts contributed by Interep on behalf of such persons to Intereps 401(k) Plan of $7,000, $7,000, $5,592 and $4,200 for 2005; $6,500, $6,500,
$5,346 and $3,900 for 2004; and $6,000, $6,000, $6,000 and $3,600 for 2003. Also includes $112,865 and $115,392 in 2005 and 2004 for life insurance premiums paid on behalf of Ralph Guild.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Represents payments under a supplemental income agreement. See Employment Contracts, below.
|--- | ---------------------------------------------------------------------------------------------

|(5) | Mr. McEntee serves in such capacities pursuant to a Services Agreement between Interep and Media Financial Services, Inc. See Item 13.
|--- | --------------------------------------------------------------------------------------------------------------------------------------

Option Grants in Last Fiscal Year

The table below
sets forth information about all stock options granted to executive officers during 2005. The hypothetical value of the options as of their date of grant has been calculated using the Black-Scholes option pricing model, as permitted by SEC rules,
based upon a set of assumptions set forth in the footnote to the table. It should be noted that this model is only one method of valuing options, and the Companys use of the model should not be interpreted as an endorsement of its accuracy.
The actual value of the options may be significantly different, and the value actually realized, if any, will depend upon the excess of the market value of the common stock over the option exercise price at the time of exercise.



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OPTION GRANTS DURING FISCAL 2005



|                   |  |                             |  |                                                    |   |  |                         |      |                |           |                                     |   |       
|------------------ |  | --------------------------- |  | -------------------------------------------------- | - |  | ----------------------- | ---- | -------------- | --------- | ----------------------------------- | - | ------
|Name               |  | Number ofOptionsGranted (1) |  | % of TotalOptionsGranted toEmployees inFiscal Year |   |  | ExercisePrice ($/Share) |      | ExpirationDate |           | Hypothetical Value at Grant Date(2)
|Ralph C. Guild     |  | 15,000                      |  | 5.5                                                | % |  | $                       | 0.46 |                | 3/29/2015 |                                     | $ | 5,046 
|William J. McEntee |  | 15,000                      |  | 5.5                                                | % |  | $                       | 0.46 |                | 3/29/2015 |                                     | $ | 5,046 
|Ralph C. Guild     |  | 200,000                     |  | 72.7                                               | % |  | $                       | 0.51 |                | 4/27/2015 |                                     | $ | 65,940

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|(1) | The Compensation Committee administers the Companys stock option and incentive plans and has general authority to accelerate, extend or otherwise modify benefits under option
grants in certain circumstances within overall plan limits.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The estimated present value at grant date of options granted during fiscal year 2005 has been calculated using the Black-Scholes option pricing model, based upon the following
assumptions: estimated time until exercise of six years; a risk-free interest rate of 3.25%; a volatility rate of 94%; and a dividend yield of 0%. The approach used in developing the assumptions upon which the Black-Scholes valuations were
calculated is consistent with the requirements of Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation. The 15,000 option grants vest in three equal annual installments beginning on the first
anniversary of the date of grant, subject to acceleration in certain circumstances. The 200,000 option grant was fully vested at the date of grant.
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Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option Values

The following table sets forth, as to
each person who was an executive officer as of December 31, 2005, the status of their options at the end of fiscal 2005.



|                                                             |  |                                    |             |                   |               |                                                         |             |                                                 |               |   |  |  
|------------------------------------------------------------ |  | ---------------------------------- | ----------- | ----------------- | ------------- | ------------------------------------------------------- | ----------- | ----------------------------------------------- | ------------- | - |  | -
|Name and Principal Position(1)                               |  | Number ofSharesAcquired onExercise |             | ValueRealized ($) |               | Number of UnexercisedOptions/SARs at Fiscal YearEnd (#) |             | In-the-Money Options/SARsat Fiscal Year End ($)
|                                                             |  |                                    | Exercisable |                   | Unexercisable |                                                         | Exercisable |                                                 | Unexercisable
|Ralph C. GuildChairman and Chief Executive Officer           |  |                                   |             |                  |               | 2,257,879                                               |             | 15,000                                          |               |  |  | 
|George E. PinePresident and Chief Operating Officer          |  |                                   |             |                  |               | 93,906                                                  |             | 13,334                                          |               |  |  | 
|Marc G. GuildPresident, Marketing Division                   |  |                                   |             |                  |               | 353,440                                                 |             |                                                |               |  |  | 
|William J. McEnteeVice President and Chief Financial Officer |  |                                   |             |                  |               | 457,920                                                 |             | 15,000                                          |               |  |  | 

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|(1) | See Notes 6,7,8 and 9 to the Beneficial Ownership Table in Item 12, below, for additional information regarding the options held by these individuals.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------

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 28, 2010, the evergreen renewal provisions of this agreement having been terminated in April 2005. The
agreement also provides that we will retain Ralph Guild as a consultant for an additional two years, following February 28, 2010, at a fee equal to his base salary in effect at such time.



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As amended in June 2005, the agreement provides for an annual salary of $500,000 (voluntarily reduced by
Mr. Guild from the original $925,000 per year) through December 31, 2007, plus any bonus, incentive or other types of additional compensation which the Compensation Committee of our Board determines to pay. Mr. Guild had previously
voluntarily reduced his salary to $825,000 per year in September 2003 and, in January 2004, he also deferred an additional $100,000 of compensation, which has been accrued by the Company.

Mr. Guilds salary will be restored to the original $925,000 per year on January 1, 2008 until the date of termination of his employment
agreement. In addition, if a change in control (as defined in Mr. Guilds employment agreement) occurs, his base salary would be restored to the original level. Further, if Mr. Guilds employment with us is terminated by him for
cause (as defined in his employment agreement), by reason of his death or permanent disability or, after a change in control, by us for cause (as defined in the agreement), his salary will be deemed to be $925,000 for determining his severance
compensation under the agreement and we will pay Mr. Guild an amount equal to the aggregate of all of the salary reductions to which he has agreed.

In June 2005, we agreed with Mr. Guild that the annual incentive bonus provisions of his employment agreement would be revised on a basis to be determined subsequently by the Compensation Committee and
Mr. Guild. As revised, his employment agreement provided that Mr. Guild would be entitled to incentive compensation for 2005 only if the Companys Adjusted EBITDA (that is, earnings before interest, taxes, depreciation and
amortization, less contract termination revenues and excluding any expenses incurred by us in connection with any contract terminations) exceeded $15,000,000. The Companys adjusted EBITDA for 2005 did not exceed this level and, accordingly,
Mr. Guild received no incentive compensation for 2005. Threshold Adjusted EBITDA levels for 2006 and 2007 will be subsequently determined by the Compensation Committee and Mr. Guild.

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 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.

George Pine is
employed as our President and Chief Operating Officer under an employment agreement. The term of this agreement runs through February 28, 2008, the evergreen renewal provisions of this agreement having been terminated in April 2005. Under the
agreement, George Pine receives a base annual salary of $480,000 and a minimum incentive amount of $120,000 per year, which is payable by us only if we achieve certain financial or other goals set at the beginning of each year. In January 2004,
Mr. Pine deferred $100,000 of compensation per year until further notice, which has been accrued by the Company. On signing the employment agreement, Mr. Pine was granted options to acquire 40,000 shares of our Class B common Stock at an
exercise price of $1.73 per share. The options vest in equal installments on the first three anniversaries of the date of grant. We also granted Mr. Pine options to acquire 40,000 shares of our Class B common stock at an exercise price of $2.81
per share, but these options did not vest because we did not achieve EBITDA for our 2003 fiscal year in excess of our internal target.

Mr. Pines agreement provides that if his employment is terminated because of his death or permanent disability, he will be entitled to payments equal to 75% of his then current salary for the duration of the term of the
agreement, plus any incentive bonus payable for the year in which such termination occurs, less any income disability benefits that he may receive or to which he may be entitled. If we terminate his agreement without cause or if he terminates his
agreement due to our breach or if, after a change in control occurs, he terminates his agreement for reasons specified in



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the agreement relating to a dimunition in his position or responsibilities, he will be entitled to receive his then
current salary for the remainder of the term of his agreement and any bonus payable for the year in which his employment is terminated and 50% of such bonus payable for each of the remaining years in the term of the agreement, and the vesting of his
then-outstanding options will be subject to acceleration.

Marc Guild is employed as our President, Marketing Division under an employment
agreement. The term of this agreement runs through March 31, 2011, 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, 2005, the Compensation Committee of the Board of Directors determined executive officer compensation. The members of the Compensation Committee during 2005 were Terence Bate, Howard Brenner, John Palmer, Arnie Semsky and Arnold
Sheiffer. Terence Bate joined the Compensation Committee when he was elected to the Board of Director in July 2005.

Item 12. SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

The following table sets forth certain information concerning
the beneficial ownership of our common stock held on April 24, 2006 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 after the date of this Report, are deemed to be beneficially owned by the person holding the options for the purpose of computing that persons percentage ownership. These shares 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 24, 2006, there were outstanding 7,078,168 shares of Class A common stock, which are
publicly traded, and 4,217,708 shares of Class B common stock and 123,342 shares of Series A convertible preferred stock, neither of which are publicly traded. 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 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



8



---

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. The shares of Series A preferred stock vote on an as-converted basis with
the Class A and Class B common stock, and a share of Series A preferred stock currently converts into 25 shares of Class A common stock.



|                                                                                                                                                                                 |         |                                           |         |           |                              |      |   |         |      |   |  |      |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------- | ----------------------------------------- | ------- | --------- | ---------------------------- | ---- | - | ------- | ---- | - |  | ---- | -
|Name and Address of Beneficial Owner                                                                                                                                             |         | Amount and Nature of Beneficial Ownership |         |           | Percent of Total VotingPower |     
|                                                                                                                                                                                 | Number  |                                           | Percent |           |                             
|                                                                                                                                                                                 | Class A |                                           | Class B |           | Class A                      |      |   | Class B |      |  
|5% Beneficial Owners                                                                                                                                                             |         |                                           |         |           |                              |      |   |        
|Interep National Radio Sales, Inc. Stock Growth Plan and Trust(1)                                                                                                                |         | 561,890                                   |         | 3,634,822 |                              | 7.9  | % |         | 86.2 | % |  | 70.5 | %
|c/o Interep National Radio Sales, Inc. 100 Park Avenue New York, New York 10017                                                                                                  |         |                                           |         |           |                              |      |   |         |      |   |  |      |  
|Gabelli Group Capital Partners, Inc. (2)                                                                                                                                         |         | 1,924,879                                 |         |          |                              | 21.9 | % |         | *    |   |  | 3.7  | %
|Gabelli Funds, LLC Gabelli Advisers, Inc. GAMCO Investors, Inc. MJG Associates, Inc. Gabelli Securities, Inc. Mr. Mario J. Gabelli One Corporate Center Rye, New York 10580-1435 |         |                                           |         |           |                              |      |   |         |      |   |  |      |  
|Silver Point Capital L.P. (3)                                                                                                                                                    |         | 2,197,775                                 |         |          |                              | 25.0 | % |         | *    |   |  | 4.2  | %
|Two Greenwich Plaza 1st floor Greenwich, Connecticut 06830                                                                                                                       |         |                                           |         |           |                              |      |   |         |      |   |  |      |  
|Mr. Peter S. Lynch (4)                                                                                                                                                           |         | 564,000                                   |         |          |                              | 8.0  | % |         | *    |   |  | 1.1  | %
|82 Devonshire Street, S8A Boston, Massachusetts 02109                                                                                                                            |         |                                           |         |           |                              |      |   |         |      |   |  |      |  
|                                                                                                                                                                                 |         |                                           |         |           |                             
|Officers & Directors                                                                                                                                                             |         |                                           |         |           |                              |      |   |         |      |   |  |      |  
|Ralph C. Guild (1)(5)(6)                                                                                                                                                         |         | 206,168                                   |         | 2,789,465 |                              | 2.9  | % |         | 43.0 | % |  | 37.5 | %
|George E. Pine (1)(7)                                                                                                                                                            |         | 33,010                                    |         | 279,246   |                              | *    |   |         | 6.5  | % |  | 5.3  | %
|Marc G. Guild (1)(5)(8)                                                                                                                                                          |         | 6,398                                     |         | 485,744   |                              | *    |   |         | 10.6 | % |  | 8.7  | %
|William J. McEntee, Jr. (1)(9)                                                                                                                                                   |         | 12,426                                    |         | 482,486   |                              | *    |   |         | 10.3 | % |  | 8.5  | %
|Terence Bate                                                                                                                                                                     |         |                                          |         |          |                              | *    |   |         | *    |   |  | *    |  
|Howard M. Brenner (10)                                                                                                                                                           |         | 500                                       |         | 10,000    |                              | *    |   |         | *    |   |  | *    |  
|John E. Palmer (11)                                                                                                                                                              |         |                                          |         | 5,000     |                              | *    |   |         | *    |   |  | *    |  
|Arnie Semsky (11)                                                                                                                                                                |         |                                          |         | 5,000     |                              | *    |   |         | *    |   |  | *    |  
|Arnold Sheiffer (12)                                                                                                                                                             |         | 30,000                                    |         | 5,000     |                              | *    |   |         | *    |   |  | *    |  
|                                                                                                                                                                                 |         |                                           |         |           |                             
|All Directors and Executive Officers as a Group (9 Persons) (1)(6)(7)(8)(9)(10)(11)(12)                                                                                          |         | 288,502                                   |         | 4,061,941 |                              | 4.1  | % |         | 50.1 | % |  | 48.4 | %

---

|* | Less than 1%
|- | ------------

|(1) | The shares shown in this table as being owned beneficially by Messrs. Ralph Guild, Marc Guild, Pine and McEntee and by all directors and executive officers as a group include shares
owned by the Stock Growth Plan and allocated to plan accounts maintained for such persons. As of April 24, 2006, the combined number of shares allocated by such plans to such persons was as follows: Ralph Guild, 278,042 shares; Marc Guild,
86,304 shares; George Pine, 125,874 shares; William J. McEntee, Jr., 25,992 shares, and all directors and executive officers as a group, 516,212 shares. 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 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 Stock Growth Plan. Each of the trustees disclaims beneficial ownership of the shares held by the Stock Growth Plan other than the shares
allocated to such trustees account, if any.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



9



---

|(2) | Reflects shares beneficially owned as of February 14, 2006 according to an amended statement on Schedule 13D, filed on behalf of the listed entities. Includes 1,717,679 shares
of Class A common stock issuable on conversion of 56,207 shares of Series A convertible preferred stock and on exercise of currently exercisable warrants to acquire 312,500 shares of Class A common stock.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Reflects shares beneficially owned as of August 8, 2005, according to a statement on Schedule 13D, filed on behalf of the listed entities. Includes 1,710,175 shares of
Class A common stock issuable on conversion of 55,907 shares of Series A convertible preferred stock and on exercise of currently exercisable warrants to acquire 312,500 shares of Class A common stock.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Reflects shares beneficially owned as of February 17, 2004, according to an amended statement on Schedule 13G, filed on behalf of Mr. Peter S. Lynch.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Ralph Guild and Marc Guild are father and son, and each disclaims beneficial ownership of the others holdings.
|--- | ---------------------------------------------------------------------------------------------------------------

|(6) | Includes currently exercisable options granted to Ralph Guild in (a) June 1997 to purchase 626,880 shares at an exercise price of $0.69 per share, (b) July 1998 to
purchase 1,253,759 shares at an exercise price of $0.69 per share, (c) December 1998 to purchase 52,240 shares at an exercise price of $0.69 per share, (d) April 2000 to purchase 125,000 shares at an exercise price of $0.69 per share,
(e) April 2005 to purchase 200,000 shares at an exercise price of $0.51 per share and (f) March 2005 to acquire 5,000 shares at an exercise price of $0.46 per share. The options referred to in clauses (a), (b), (c) and (d) expire
in December 2015, the options referred to in clause (e) expire in April 2015 and the options referred to in clause (f) expire in March 2015. Excludes options granted in March 2005 to acquire 10,000 shares at an exercise price of $0.46 per
share, which options are not currently exercisable. 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.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Includes currently exercisable options granted to Mr. Pine in (a) December 1998 to purchase 52,240 shares at an exercise price of $4.20 per share, (b) April 2000 to
purchase 15,000 shares at an exercise price of $2.81 per share and (c) March 2003 to purchase 40,000 shares at $1.73 per share. These options expire in December 2008, April 2010, March 2013 and March 2013, respectively.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | Includes currently exercisable options granted to Marc Guild in (a) June 1997 to purchase 104,480 shares at an exercise price of $3.80 per share, (b) July 1998 to purchase
208,960 shares at an exercise price of $4.02 per share and (c) April 2000 to purchase 40,000 shares at an exercise price of $2.81 per share. These options expire in June 2007, July 2008 and April 2010, respectively.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | Includes currently exercisable options granted to Mr. McEntee in (a) June 1997 to purchase 104,480 shares of Class B 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, (c) April 2000 to purchase 40,000 shares at an exercise price of $2.81 per share and (d) March 2005 to acquire 5,000 shares at an exercise price of
$0.46 per share. Such options will expire in June 2007, July 2008, April 2010 and March 2015, respectively. Excludes options granted in March 2005 to acquire 10,000 shares at an exercise price of $0.46 per share.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10) | Includes currently exercisable options granted to Mr. Brenner in (a) April 2000 to purchase 5,000 shares of Class B common stock at an exercise price of $2.81 per share
and (b) March 2005 to acquire 5,000 shares at an exercise price of $0.46 per share. Such options will expire in April 2010 and March 2015, respectively. Excludes options granted in March 2005 to acquire 10,000 shares at an exercise price of
$0.46 per share.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(11) | Includes currently exercisable options granted to each of Messrs. Palmer and Semsky in July 2002 to purchase 5,000 shares of Class B common stock at an exercise price of $3.32 per
share. The options will expire in July 2012.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(12) | Includes currently exercisable options granted to Mr. Sheiffer in March 2005 to acquire 5,000 shares at an exercise price of $0.46 per share. These options will expire in March
2015. Excludes options granted in March 2005 to acquire 10,000 shares at an exercise price of $0.46 per share.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



10



---

Equity Compensation Plan Information

The following table sets forth the securities of Interep authorized for issuance under equity compensation plans and arrangements as of December 31, 2005



|                                                                     |  |                                                                                               |  |                                                                              |      |                                                                                                                                   |        
|-------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------- | ---- | --------------------------------------------------------------------------------------------------------------------------------- | -------
|Plan Category                                                        |  | (a) Number of securitiesto be issued
uponexercise of outstanding options, warrants and rights |  | (b) Weighted-averageexercise price
ofoutstanding options, warrantsand rights |      | (c) Number of securitiesremaining for
futureissuance under equity compensationplans (excludingsecurities reflected in column
(a))
|Equity compensation plans approved by security holders:              |  |                                                                                               |  |                                                                              |      |                                                                                                                                   |        
|1999 Stock Incentive Plan                                            |  | 1,217,767                                                                                     |  | $                                                                            | 1.79 |                                                                                                                                   | 751,901
|Equity compensation plans not approved by security holders:          |  |                                                                                               |  |                                                                              |      |                                                                                                                                   |        
|Options granted pursuant to individual compensation arrangements (1) |  | 3,291,118                                                                                     |  | $                                                                            | 2.07 |                                                                                                                                   | 0      

---

|(1) | These shares are issuable pursuant to stock options that were awarded to employees of Interep at various times from 1988 through 1998 prior to the adoption of our 1999 Stock
Incentive Plan. The terms of the awards are substantially similar to the awards granted under our 1999 Stock Incentive Plan. All of the stock options granted prior to the adoption of our 1999 Stock Incentive Plan are currently vested and will expire
between the years 2006 and 2008.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We have retained Media Financial Services, Inc. (Media), which is wholly-owned by our Senior Vice President and Chief Financial Officer
William J. McEntee, Jr., to provide financial and accounting services for us and our subsidiaries. These services include the preparation of 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, 2010, the evergreen renewal provisions of this agreement having been terminated in April 2005. We paid Media a fee of
approximately $3.5 million in 2005 for its services. The annual fees for Medias services over the following five years of the agreement increase five percent annually from approximately $3.6 million to approximately $4.2 million, which
includes a fee reduction of approximately $0.4 million per year until the end of the agreement. Under the services agreement, Mr. McEntee is in charge of all services rendered by Media to Interep and also serves as our Senior Vice President and
Chief Financial Officer for an annual salary of $200,000, plus an incentive bonus of 25% of his then current salary if annual performance goals are achieved. The agreement with Media provides that if there is a change in control of Interep, both we
and Media will have the right to terminate the agreement. Upon such termination, we 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. This agreement also provides that, should Mr. McEntee die or
become permanently disabled, Media would continue to provide its financial and accounting services under the Agreement, but Interep would have the right to appoint a new Chief Financial Officer from within Media or from the outside, in its sole
discretion.

In January 2002, Ralph Guild personally guaranteed a portion of our obligations in connection with the litigation settlement
with Katz Media Group. Mr. Guild is to receive a fee of 7.5% of the guaranty amount, payable annually. In 2004 and 2003, Mr. Guild received a payment of $59,000 and $50,000, respectively. The guaranty was in place until December 2004,
which is when the settlement was fully funded.

We lease an apartment in New York City from a partnership of which Marc Guild, Adam Guild,
their siblings and their children are limited partners and of which Marc Guild, Adam Guild and their siblings are shareholders in the corporate general 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. We believe the
terms



11



---

of this lease arrangement are at least comparable to, if not more favorable to us, than the terms which would have been
obtained in transactions with unrelated parties. We intend to continue this or other arrangements in the future as long as we believe each transaction is more beneficial to us than using an unrelated provider. Adam Guild and Phillip Brown, who are
Ralph Guilds son and son-in-law, respectively, are also employees.

We paid Leslie Goldberg $200,000 in consulting fees in 2005 for
various consulting services rendered by him, including assistance with regard to new station rep contracts.

Item 14. PRINCIPAL ACCOUNTANT FEES AND
SERVICES

The following table presents fees billed for professional services rendered by BDO Seidman LLP and Ernst &Young LLP for
fiscal years ended December 31, 2005 and 2004.



|                                   |  |      |         |      |   |        
|---------------------------------- |  | ---- | ------- | ---- | - | -------
|Type of Service                    |  | 2005 |         | 2004
|Audit fees  BDO Seidman LLP (a)   |  | $    | 220,000 |      | $ | 160,000
|Audit fees  Ernst & Young LLP (b) |  |      | 10,000  |      |   | 52,000 
|Audit-related fees                 |  |      |        |      |   |       
|Tax fees                           |  |      |        |      |   |       
|All other fees                     |  |      |        |      |   |       
|                                   |  |      |         |      |   |        
|Total                              |  | $    | 230,000 |      | $ | 212,000
|                                   |  |      |         |      |   |        

---

|(a) | Audit fees for BDO Seidman LLP consist of fees billed for professional services rendered for the audit of our annual consolidated financial statements for the fiscal years 2005 and
2004, review of the financial statements included in our quarterly reports on Form 10-Q for the fiscal year 2005 and the quarter ended September 30, 2004 and assistance with other accounting issues.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Audit fees for Ernst & Young LLP consist of fees billed for professional services rendered for reviews of the financial statements included in our quarterly reports on Form
10-Q for March and June 2004 and assistance with other accounting issues.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Audit Committee pre-approves all audit and
non-audit services performed by our independent auditors and all related fees to assure that the provision of such services does not impair the auditors independence. Under Audit Committee policies, our independent auditors are prohibited from
performing any non-audit services that would contravene SEC rules. Any additional services or fees in excess of the approved amount require specific prior approval by the Audit Committee. The Audit Committee may delegate its approval authority to
one or more of its members, but not to management. The member or members to whom such authority is delegated shall report any approval decisions to the full Audit Committee at its next scheduled meeting.

PART III

Item 15. EXHIBITS, FINANCIAL
STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(A) Documents Filed as Part of this Report

Exhibits. The following Exhibits are filed as part of this Report:



|            |  |                                                                      
|----------- |  | ---------------------------------------------------------------------
|Exhibit No. |  | Description                                                          
|3.1(5)      |  | Restated Certificate of Incorporation of Interep                     
|            | 
|3.2(8)      |  | Certificate of Amendment of the Restated Certificate of Incorporation
|            | 
|3.3(5)      |  | By-Laws of Interep                                                   



12



---

|            |  |                                                                                                                                                                                                                                                                                                                   
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                       
|3.4(13)     |  | Certificate of Correction                                                                                                                                                                                                                                                                                         
|            | 
|4.1(1)      |  | A/B Exchange Registration Rights Agreement, dated July 2, 1998, among Interep, the Guarantors, BancBoston Securities Inc., Loenbaum & Company Incorporated and SPP Hambro & Co.,
LLC                                                                                                                              
|            | 
|4.2(1)      |  | Indenture, dated July 2, 1998, between Interep, the Guarantors and Summit Bank                                                                                                                                                                                                                                    
|            | 
|4.3(1)      |  | Form of 10% Senior Subordinated Note (Included in Exhibit 4.2)                                                                                                                                                                                                                                                    
|            | 
|4.4(3)      |  | Supplemental Indenture, dated as of March 22, 1999, among American Radio Sales, Inc., Interep, the Guarantors and Summit Bank as Trustee                                                                                                                                                                          
|            | 
|4.5(6)      |  | Form of Registration Rights Agreement among the Interep Employee Stock Ownership Plan, the Interep Stock Growth Plan and Interep                                                                                                                                                                                  
|            | 
|4.6(8)      |  | Form of Warrant used in connection with issuance of Series A preferred stock and warrants                                                                                                                                                                                                                         
|            | 
|4.7(10)     |  | Warrant to purchase 225,000 shares of Class A Common Stock of Interep, dated as of November 7, 2002                                                                                                                                                                                                               
|            | 
|10.1(1)     |  | Agreement of Lease, dated December 31, 1992, between The Prudential Insurance Company of America and Interep                                                                                                                                                                                                      
|            | 
|10.2(2)     |  | Lease, dated January 1, 1990, between Ralph C. Guild, doing business as The Tuxedo Park Executive Conference Center and Interep, as amended by Amendment of Lease, dated December 3, 1998,
between Ralph Guild 1990 Trust No. 1 (successor in interest to The Tuxedo Park Executive Conference Center) and Interep
|            | 
|10.3(1)*    |  | Agreement, dated June 29, 1998, between Interep and Ralph C. Guild                                                                                                                                                                                                                                                
|            | 
|10.4(7)*    |  | Amended and Restated Services Agreement, dated as of January 2, 2001, between Interep and Media Financial Services, Inc.                                                                                                                                                                                          
|            | 
|10.5(3)*    |  | Fifth Amended and Restated Employment Agreement, dated as of March 1, 1999, between Interep and Ralph C. Guild                                                                                                                                                                                                    
|            | 
|10.6(7)*    |  | Amended and Restated Employment Agreement, dated as of April 1, 2000, between Interep and Marc G. Guild                                                                                                                                                                                                           
|            | 
|10.7(1)*    |  | Non-Qualified Stock Option granted to Ralph C. Guild on December 31, 1988                                                                                                                                                                                                                                         
|            | 
|10.8(1)*    |  | Amendment and Extension of Option, dated January 1, 1991, between Interep and Ralph C. Guild                                                                                                                                                                                                                      
|            | 
|10.9(1)*    |  | Non-Qualified Stock Option granted to Ralph C. Guild on January 1, 1991                                                                                                                                                                                                                                           
|            | 
|10.10(1)*   |  | Non-Qualified Stock Option granted to Ralph C. Guild on December 31, 1995                                                                                                                                                                                                                                         
|            | 
|10.11(1)*   |  | Non-Qualified Stock Option granted to Marc G. Guild on January 1, 1991                                                                                                                                                                                                                                            
|            | 
|10.12(1)*   |  | Non-Qualified Stock Option granted to Ralph C. Guild on June 29, 1997                                                                                                                                                                                                                                             
|            | 
|10.13(1)*   |  | Non-Qualified Stock Option granted to Marc G. Guild on June 29, 1997                                                                                                                                                                                                                                              
|            | 
|10.14(1)*   |  | Non-Qualified Stock Option granted to William J. McEntee, Jr. on June 29, 1997                                                                                                                                                                                                                                    
|            | 
|10.15(1)*   |  | Supplemental Income Agreement, dated December 31, 1986, between Interep and Ralph C. Guild                                                                                                                                                                                                                        
|            | 
|10.16(1)*   |  | Agreement, dated June 18, 1993, between Interep and Ralph C. Guild                                                                                                                                                                                                                                                
|            | 
|10.17(2)*   |  | Non-Qualified Stock Option Granted to Ralph C. Guild on July 10, 1998                                                                                                                                                                                                                                             
|            | 
|10.18(2)*   |  | Non-Qualified Stock Option Granted to Marc G. Guild July 10, 1998                                                                                                                                                                                                                                                 
|            | 
|10.19(2)*   |  | Non-Qualified Stock Option Granted to William J. McEntee, Jr. July 10, 1998                                                                                                                                                                                                                                       
|            | 
|10.20(3)*   |  | Non-Qualified Stock Option Granted to Ralph C. Guild, December 16, 1998.                                                                                                                                                                                                                                          
|            | 
|10.21(3)*   |  | Non-Qualified Stock Option Granted to Leslie D. Goldberg, December 16, 1998                                                                                                                                                                                                                                       
|            | 
|10.22(7)*   |  | Non-Qualified Stock Option Granted to Ralph C. Guild on April 25, 2000                                                                                                                                                                                                                                            
|            | 
|10.23(7)*   |  | Non-Qualified Stock Option Granted to Marc G. Guild on April 25, 2000                                                                                                                                                                                                                                             
|            | 
|10.24(7)*   |  | Non-Qualified Stock Option Granted to William J. McEntee on April 25, 2000                                                                                                                                                                                                                                        
|            | 
|10.25(4)*   |  | Form of Indemnification Agreement for directors and officers                                                                                                                                                                                                                                                      
|            | 
|10.26(5)*   |  | 1999 Stock Incentive Plan                                                                                                                                                                                                                                                                                         
|            | 
|10.27(6)*   |  | Form of Stock Option Agreement                                                                                                                                                                                                                                                                                    
|            | 
|10.28(5)    |  | Lease Agreement, dated as of June 30, 1999 between Bronxville Family Partnership, L.P. and Interep                                                                                                                                                                                                                
|            | 
|10.29(6)*   |  | Agreement, dated as of November 30, 1999 between Interep and Ralph C. Guild                                                                                                                                                                                                                                       
|            | 
|10.30(6)*   |  | Agreement, dated as of November 30, 1999 between Interep and Ralph C. Guild                                                                                                                                                                                                                                       
|            | 
|10.31(5)*   |  | Agreement, dated as of November 30, 1999 between Interep and Marc G. Guild                                                                                                                                                                                                                                        
|            | 
|10.32(10)   |  | Credit Agreement, dated as of November 7, 2002, among Interep, certain of its subsidiaries, Upper Columbia Capital Company, L.L.C. and Guggenheim Investment Management, LLC                                                                                                                                      
|            | 
|10.33(8)    |  | Form of Stock Purchase Agreement used in connection with issuance of Series A preferred stock and warrants                                                                                                                                                                                                        
|            | 
|10.34(8)    |  | Form of Registration Rights Agreement used in connection with issuance of Series A preferred stock and warrants                                                                                                                                                                                                   



13



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|            |  |                                                                                                                                                                                                                 
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                     
|10.35(10)   |  | Security Agreement, dated as of November 7, 2002, among Interep, certain of its subsidiaries and Guggenheim Investment Management, LLC                                                                          
|            | 
|10.36(10)   |  | Guarantee of certain subsidiaries of Interep in favor of Upper Columbia Capital Company, L.L.C. and Guggenheim Investment Management, LLC                                                                       
|            | 
|10.37(10)   |  | Senior Secured Note of Interep payable to Upper Columbia Capital Company, L.L.C., dated as of November 7, 2002                                                                                                  
|            | 
|10.38(10)   |  | Trademark Security Agreement, dated as of November 7, 2002, among Interep, certain of its subsidiaries and Guggenheim Investment Management, LLC                                                                
|            | 
|10.39(10)   |  | Pledge Agreement, dated as of November 7, 2002, among Interep, certain of its subsidiaries and Guggenheim Investment Management, LLC                                                                            
|            | 
|10.40(11)   |  | Agreement, dated as of March 19, 2003, between Interep and George E. Pine                                                                                                                                       
|            | 
|10.41(12)   |  | Loan and Security Agreement, dated as of September 25, 2003, among Interep, each of the entities listed as a guarantor on the signature pages thereto and Commerce Bank,
N.A.                                   
|            | 
|10.42(12)   |  | Revolving Note, dated September 25, 2003, payable to the order of Commerce Bank, N.A.                                                                                                                           
|            | 
|10.43(12)   |  | Guaranty, dated September 25, 2003, granted by the entities listed therein as guarantors in favor of Commerce Bank, N.A.                                                                                        
|            | 
|10.44(12)   |  | Pledge Agreement, dated September 25, 2003, among Interep, the other entities listed therein as pledgors and Commerce Bank, N.A.                                                                                
|            | 
|10.45(13)   |  | Trademark Security Agreement, dated September 25, 2003, between Interep and Commerce Bank, N.A.                                                                                                                 
|            | 
|10.46(15)   |  | Amendment, dated as of June 20, 2005, to the Fifth Amended and Restated Employment Agreement, between Interep and Ralph C. Guild                                                                                
|            | 
|10.47(16)   |  | First Amendment, dated as of July 21, 2005 to the Loan and Security Agreement, dated as of September 25, 2003, among Commerce Bank, N.A., Interep National Radio Sales, Inc. and its subsidiaries
named therein.
|            | 
|14(14)      |  | Code of Ethics for Senior Management                                                                                                                                                                            
|            | 
|16.1(9)     |  | Letter, dated June 20, 2002 from Arthur Andersen LLP to the Securities and Exchange Commission                                                                                                                  
|            | 
|21.1        |  | Subsidiaries of Interep (filed herewith)                                                                                                                                                                        
|            | 
|23.1(17)    |  | Consent of BDO Seidman, LLP                                                                                                                                                                                     
|            | 
|23.2(17)    |  | Consent of Ernst & Young LLP                                                                                                                                                                                    
|            | 
|31.1(17)    |  | Certification of Chief Executive Officer pursuant to Rule 15d-14(a)                                                                                                                                             
|            | 
|31.2(17)    |  | Certification of Chief Financial Officer pursuant to Rule 15d-14(a)                                                                                                                                             
|            | 
|32.1(17)    |  | Certification of Chief Executive Officer pursuant to Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350(a), (b))**                                                              
|            | 
|32.2(17)    |  | Certification of Chief Financial Officer pursuant to Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350(a), (b))**                                                              

---

|* | Management or compensatory contract required to be filed pursuant to Item 14(c) of the requirements for Form 10-K reports.
|- | --------------------------------------------------------------------------------------------------------------------------

|** | The information furnished in Exhibit 32.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general
incorporation language in such filing.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(1) | Incorporated by reference to Intereps registration statement on Form S-4 (Registration No. 333-60575), filed with the Commission on August 4, 1998.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Incorporated by reference to Intereps registration statement on Form S-4/A-2 (Registration No. 333-60575), filed with the Commission on January 26, 1999.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Incorporated by reference to Intereps Annual Report on Form 10-K for its fiscal year ended December 31, 1998, filed with the Commission on March 31, 1999 (File No.
000-28395).
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Incorporated by reference to Intereps registration statement on Form S-1 (Registration No. 333-88265), filed with the Commission on October 10, 1999.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Incorporated by reference to Intereps registration statement on Form S-1/A-1 (Registration No. 333-88265), filed with the Commission on November 8, 1999.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Incorporated by reference to Intereps registration statement on Form S-1/A-4 (Registration No. 333-88265), filed with the Commission on December 8, 1999.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Incorporated by reference to Intereps Annual Report on Form 10-K for its fiscal year ended December 31, 2000, filed with the Commission on April 2, 2001 (File No.
000-28395).
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | Incorporated by reference to Intereps Quarterly Report on Form 10-Q for its quarter ended March 31, 2002, filed with the Commission on May 15, 2002 (File No.
000-28395).
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | Incorporated by reference to Intereps Current Report on Form 8-K date June 20, 2002, filed with the Commission on June 26, 2002 (File No. 000-28395).
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------



14



---

|(10) | Incorporated by reference to Intereps Quarterly Report on Form 10-Q for its quarter ended September 30, 2002, filed with the Commission on November 13, 2002 (File
No. 000-28395).
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(11) | Incorporated by reference to Intereps Annual Report on Form 10-K for its fiscal year ended December 31, 2002, filed with the Commission on April 1, 2003 (File No.
000-28395).
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(12) | Incorporated by reference to Intereps Current Report on Form 8-K dated September 25, 2003, filed with the Commission on September 30, 2003 (File No. 000-28395).
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

|(13) | Incorporated by reference to Intereps Quarterly Report on Form 10-Q for its quarter ended June 30, 2004, filed with the Commission on August 13, 2004 (File No.
000-28395).
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(14) | Incorporated by reference to Intereps Annual Report on Form 10-K for its fiscal year ended December 31, 2003, filed with the Commission on March 29, 2004 (File
No. 000-28395).
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(15) | Incorporated by reference to Intereps Current Report on Form 8-K dated June 20, 2005, filed with the Commission on June 22, 2005 (File No. 000-28395).
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------

|(16) | Incorporated by reference to Intereps Current Report on Form 8-K dated July 21, 2005, filed with the Commission on July 27, 2005 (File No. 000-28395).
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------

|(17) | Incorporated by reference to Intereps Annual Report on Form 10-K for its fiscal year ended December 31, 2005, filed with the Commission on March 31, 2006 (File
No. 000-28395).
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



15



---

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.

April 28, 2006



INTEREP NATIONAL RADIO SALES, INC.By:

/S/ RALPH C. GUILDRalph C. Guild 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.



|                                  |  |                                                                                         |  |               
|--------------------------------- |  | --------------------------------------------------------------------------------------- |  | --------------
|/s/ RALPH C. GUILD Ralph C. Guild |  | Chief Executive Officer, Chairman of the Board and Director                             |  | April 28, 2006
|                                  |  |                                                                                        
|* Marc G.
Guild                   |  | President, Marketing Division; Director                                                 |  | April 28, 2006
|                                  |  |                                                                                        
|* George
E. Pine                  |  | President and Chief Operating Officer; Director                                         |  | April 28, 2006
|                                  |  |                                                                                        
|* William
J. McEntee, Jr.         |  | Vice President and Chief Financial Officer (Principal
Financial and Accounting Officer) |  | April 28, 2006
|                                  |  |                                                                                        
|* Terence
Bate                    |  | Director                                                                                |  | April 28, 2006
|                                  |  |                                                                                        
|* Howard
M. Brenner               |  | Director                                                                                |  | April 28, 2006
|                                  |  |                                                                                        
|* John E.
Palmer                  |  | Director                                                                                |  | April 28, 2006
|                                  |  |                                                                                        
|* Arnie
Semsky                    |  | Director                                                                                |  | April 28, 2006
|                                  |  |                                                                                        
|* Arnold
Sheiffer                 |  | Director                                                                                |  | April 28, 2006



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



---

Exhibit Index





|             |  |                        
|------------ |  | -----------------------
|Exhibit No,. |  | Description            
|21.1         |  | Subsidiaries of Interep