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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, 2006

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  x    No ̈

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 $3,357,311 as of June 30, 2006 (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 December 10, 2007, was 7,667,259 shares of Class A Common Stock, and 3,628,617 shares of Class B Common Stock.



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The registrant hereby amends Item IV of its Annual Report on Form 10-K filed on April 2, 2007 by the
substitution of a revised Report of Independent Registered Public Accounting Firm in order to clarify that the consolidated statements of operations, capital deficit, and cash flows for each of the three years in the period ending December 31,
2006 were audited by registrants independent auditors.



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Report of Independent Registered Public Accounting Firm

Board of Directors

Interep National Radio Sales, Inc.

New York, New York

We have audited the accompanying consolidated balance
sheets of Interep National Radio Sales, Inc. (a New York corporation) and subsidiaries as of December 31, 2006 and 2005, and the related consolidated statements of operations, capital deficit, and cash flows for each of the three years in the
period ended December 31, 2006. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Companys management. Our
responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the
standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated financial position of Interep National Radio Sales, Inc. and subsidiaries at December 31, 2006 and 2005 and the consolidated results of their operations and their cash flows for the
years then ended in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a
whole, present fairly in all material respects the information set forth therein.

As discussed in Note 1 to the Consolidated Financial Statements,
effective January 1, 2006 the Company adopted Statements of Financial Accounting Standards No. 123(R), Share-Based Payment.



|                         |  |                     
|------------------------ |  | --------------------
|West Palm Beach, Florida |  | /s/ BDO Seidman, LLP
|March 29, 2007           |  |                     



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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.

December 11, 2007



INTEREP NATIONAL RADIO SALES, INC.By:

/s/ DAVID E. KENNEDYDavid E. KennedyChief Executive Officer and Vice 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/ DAVID E. KENNEDY    |  | Chief Executive Officer and Vice Chairman of the Board                                 |  | December 11, 2007
|David E. Kennedy        |  |                                                                                       
|                        |  |                                                                                       
|*                       |  | Chairman of the Board and Director                                                     |  | December 11, 2007
|Ralph C. Guild          |  |                                                                                        |  |                  
|                        |  |                                                                                       
|*                       |  | President, Marketing Division; Director                                                |  | December 11, 2007
|Marc G. Guild           |  |                                                                                        |  |                  
|                        |  |                                                                                       
|*                       |  | Vice President and Chief Financial Officer (PrincipalFinancial and Accounting Officer) |  | December 11, 2007
|William J. McEntee, Jr. |  |                                                                                        | 
|                        |  |                                                                                       
|*                       |  | Director                                                                               |  | December 11, 2007
|Howard M. Brenner       |  |                                                                                        |  |                  
|                        |  |                                                                                       
|*                       |  | Director                                                                               |  | December 11, 2007
|John E. Palmer          |  |                                                                                        |  |                  
|                        |  |                                                                                       
|*                       |  | Director                                                                               |  | December 11, 2007
|Arnie Semsky            |  |                                                                                        |  |                  



|     |  |                      |  | 
|---- |  | -------------------- |  | 
|*By: |  | /S/ DAVID E. KENNEDY |  | 
|     |  | David E. Kennedy     |  | 
|     |  | Attorney In Fact     |  |