<PAGE>

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  FORM 10-K/A-1

(Mark One)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
     For the fiscal year ended December 31, 2001

                                       OR

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

                        Commission file number 000-28395
                       INTEREP NATIONAL RADIO SALES, INC.
             (Exact name of registrant as specified in its charter)

                     New York                                  13-1865151
          (State or other jurisdiction of                   (I.R.S. Employer
          incorporation or organization)                   Identification No.)
        100 Park Avenue, New York, New York                       10017
     (Address of principal executive offices)                   (Zip Code)

                                 (212) 916-0700
              (Registrant's telephone number, including area code)
      Securities registered under Section 12(b) of the Exchange Act: None.

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

                                                       Name of Each Exchange
                 Title of Each Class                   on Which Registered
-------------------------------------------------  -----------------------------
 Class A Common Stock, par value $0.01 per share        Nasdaq National Market

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes  [X]    No   [_]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [_]

As of April 24, 2002, the aggregate market value of the Class A common stock,
par value $.01 per share, and Class B common stock, par value $.01 per share,
held by non-affiliates of the registrant, based upon the last reported sale
price for the registrant's Class A common stock on The Nasdaq Stock Market as of
such date, was $18,482,299 (this excludes shares owned beneficially by
directors, executive officers, the registrant's Employee Stock Ownership Plan
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, 2002, was 5,130,735 shares of Class A common
stock, and 4,093,891 shares of Class B common stock.

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

<PAGE>

                                    PART III

Item 10   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

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

<TABLE>
<CAPTION>
                   Name                               Position                     Age
          -----------------------    ------------------------------------------   -----
          <S>                        <C>                                          <C>
          Ralph C. Guild             President, Chief Executive Officer,            73
                                     Chairman of the Board and Director
          Marc G. Guild              President, Marketing Division, Director        51
          William J. McEntee, Jr.    Vice President and Chief Financial Officer     58
          Howard M. Brenner          Director                                       68
          Leslie D. Goldberg         Director                                       59
          John E. Palmer             Director                                       75
          Arnie Semsky               Director                                       56
</TABLE>

          All executive officers are appointed for terms of one year. The Board
of Directors is divided into three classes of two 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 Chairman of the Board and Chief Executive
Officer of the Company since 1986, and has served as a director of the Company
since 1967. He has been employed by the Company or its predecessors since 1957
in various capacities. In November 1991, Mr. Guild became one of the first
inductees into the Broadcasting Hall of Fame. Mr. Guild serves on the Boards of
Trustees of the Museum of Television & Radio, the Center for Communications and
the University of the Pacific. In April 1998, Mr. Guild received the Golden Mike
Award from the Broadcasters Foundation for outstanding contributions to the
radio industry. In March 2001, Mr. Guild received the International Radio &
Television Society's Golden Medal Award.

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

          William J. McEntee, Jr. has been Vice President and Chief Financial
Officer of the Company 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 and formerly served as an audit manager for Arthur
Andersen & Co. from 1966 to 1971.

                                       2

<PAGE>

          Howard M. Brenner has served as a director of Interep since December
1999. He has been a senior advisor at Morgan Lewis Githens & Ahn, a brokerage
firm, since 2001. In 1990, Mr. Brenner founded Brenner Securities Corporation,
Inc., a brokerage firm, now known as HCFP Brenner Securities, Inc., and served
as its Chief Executive Officer and Chairman of the Board of Directors until
2001. Prior to 1990, Mr. Brenner served as President of Drexel Burnham Group,
Inc. Mr. Brenner is a director of Translux Corporation and serves on its audit
committee.

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

          John E. Palmer has served as a director of Interep since June 2001. He
is the Chairman of Palmer & Palmer, Inc., an investment banking firm, and
specializes as a financial and project strategy advisor to select
communications, media, distribution, food, financial services and other product
and service companies. He has been associated with Palmer & Palmer since 1995.
In 1970, he founded KIIS Radio in Los Angeles and served as its president,
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 three 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 of 24/7 Real Media,
Inc., an internet rep company, and Sportvision, Inc., a sports media technology
company.

Section 16(a) Beneficial Ownership Reporting Compliance

          Section 16(a) of the Securities Exchange Act of 1934 requires our
executive officers and directors, and persons who own more than 10% of our
common stock, to file with the Commission initial statements of beneficial
ownership and statements of changes in beneficial ownership of our common stock
on Forms 3, 4 and 5, and to furnish us with copies of all such forms they file.
Based on a review of the copies of such forms furnished to us, we believe that
all of our officers, directors and greater than 10% beneficial owners filed all
such forms that were required to be filed during or with respect to 2001, except
that a number of reports were not timely filed. Messrs. Ralph Guild and Marc
Guild filed Forms 4 after the due date, with Ralph Guild reporting six
transactions and Marc Guild reporting three transactions. Our Stock Growth Plan
filed two Forms 4 after the due date, reporting a total of three transactions,
and filed its Form 5 after the due date, reporting six transactions.

Item 11.  EXECUTIVE COMPENSATION

Committees Of The Board Of Directors

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

                                       3

<PAGE>

Director Compensation

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

Executive Compensation

               The following table shows compensation for services rendered in
all capacities to Interep for the years ended December 31, 2001, 2000 and 1999
by the Chief Executive Officer, President, Marketing Division and Chief
Financial Officer, which represent Interep's most highly compensated executive
officers.

                           Summary Compensation Table

<TABLE>
<CAPTION>
                                                                               Long-Term Compensation
                                                                        -----------------------------------
                                           Annual Compensation                   Awards            Payouts
                                   -----------------------------------  ------------------------  ---------
                                                                                      Securities
                                                          Other Annual   Restricted   Underlying     LTIP      All Other
   Name and Principal                                     Compensation     Stock       Options/    Payouts   Compensation
        Position             Year  Salary ($)  Bonus ($)      ($)       Award(s) ($)  SARs(#)(1)     ($)        ($)(2)
-------------------------    ----  ----------  ---------  ------------  ------------  ----------  ---------  ------------
<S>                          <C>   <C>         <C>        <C>           <C>           <C>         <C>        <C>
Ralph C. Guild               2001  $ 910,208         --   $ 104,583(3)       --               --      --       $ 19,892
    President, Chief         2000  $ 909,969   $531,279   $ 104,583(3)       --          125,000      --       $ 20,281
    Executive Officer        1999  $ 910,898   $695,000   $ 104,583(3)       --               --      --       $ 18,902
Marc G. Guild                2001  $ 345,208         --          --          --               --      --       $ 19,892
    President, Marketing     2000  $ 344,969   $186,100          --          --           40,000      --       $ 20,281
    Division                 1999  $ 355,890   $166,816          --          --               --      --       $ 18,902
William J. McEntee, Jr.      2001  $ 145,208         --          --          --               --      --       $ 19,892
    Vice President and       2000  $ 111,622   $ 30,000          --          --           40,000      --       $ 11,978
    Chief Financial          1999  $ 111,438         --          --          --               --      --       $ 12,162
    Officer(4)
</TABLE>

(1)  The Company did not award any stock appreciation rights ("SARs") during its
     2001, 2000 or 1999 fiscal years.

(2)  Includes amounts contributed by Interep on behalf of Messrs. Ralph Guild,
     Marc Guild and McEntee to the Stock Growth Plan of $14,792 per person for
     2001; $15,031, $15,031 and $8,378, respectively, for 2000; and $14,102,
     $14,102 and $8,562, respectively, for 1999. Also includes amounts
     contributed by Interep on behalf of such persons to Interep's 401(k) Plan
     of $5,100 per person for 2001; $5,250, $5,250 and $3,600, respectively, for
     2000; and $4,800, $4,800 and $3,600, respectively, for 1999.

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

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

Option Grants in Last Fiscal Year

               Interep did not grant any stock options to executive officers
during 2001.

                                       4

<PAGE>

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

               The following table sets forth, as to each executive officer, the
status of their options at the end of fiscal 2001.

<TABLE>
<CAPTION>
                                                                Number of Unexercised
                                                             Options/SARs at Fiscal Year   In-the-Money Options/SARs
                                 Number of                             End (#)               at Fiscal Year End ($)
                                  Shares                     ---------------------------  ---------------------------
     Name and Principal         Acquired on      Value
           Position(1)            Exercise    Realized ($)   Exercisable   Unexercisable  Exercisable   Unexercisable
-----------------------------   -----------   ------------   -----------   -------------  -----------   -------------
<S>                             <C>           <C>            <C>           <C>            <C>           <C>
Ralph C. Guild
    President and Chief
    Executive Officer                  --            --        2,601,426         83,333    $2,746,124     $ 157,499
Marc G. Guild
    President, Marketing           25,000       $ 87,000         406,253         26,667    $  414,721     $  50,401
    Division
William J. McEntee
    Vice President and Chief
    Financial Officer                  --            --          431,253         26,667    $  332,371     $  50,401
</TABLE>

(1)  See Notes 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, President
and Chief Executive Officer under an employment agreement. The term of this
agreement runs through February 28, 2007 and is automatically extended for an
additional year each March 1 unless either we or Ralph Guild notifies the other
on or before February 1 of the same year of our or his election not to extend
the agreement. Ralph Guild receives a base salary of not less than $925,000 per
year, plus any bonus, incentive or other types of additional compensation which
our Board of Directors determines to pay. Further, he is entitled to receive
annual incentive compensation based on increases in our Adjusted EBITDA. If
Adjusted EBITDA for any year is greater than the Adjusted EBITDA for the
previous year, Ralph Guild will be entitled to a bonus equal to a percentage of
his base salary equal to two times the percentage increase of Adjusted EBITDA
for such year over the higher of Adjusted EBITDA for the prior year and the
highest Adjusted EBITDA for any prior year back to 1998. If we elect not to
extend the term of the agreement, we are required to retain Ralph Guild as a
consultant for an additional two years at a fee equal to his base salary in
effect at such time.

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

                                       5

<PAGE>

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

            Marc Guild is employed as our President, Marketing Division under an
employment agreement. The term of this agreement runs through March 31, 2007,
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, 2001, the entire Board of
Directors determined executive officer compensation. Two members of the Board of
Directors, Ralph Guild and Marc Guild, are officers of Interep, and have
participated in certain transactions with Interep during 2001. See Item 13.

Item 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

            The following table sets forth certain information concerning the
beneficial ownership of our common stock held on April 24, 2002 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

                                       6

<PAGE>

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, 2002, there were 5,130,735 shares of Class A common
stock and 4,093,891 shares of Class B common stock outstanding. Only qualified
holders, that is, members of our Board of Directors, our active employees, the
controlled affiliates, spouses, estates or personal representatives of directors
and employees, and our employee benefit plans, including the Employee Stock
Ownership Plan and the Stock Growth Plan, may hold Class B common stock. Each
share of Class B common stock is convertible into one share of Class A common
stock at the option of the holder or automatically under certain circumstances.
Each share of the Class B common stock is entitled to 10 votes per share in all
matters presented to the shareholders, except for certain amendments to the
Restated Certificate of Incorporation, certain "going private" transactions and
as otherwise required by applicable law. The shares of Class A common stock are
entitled to one vote per share on all matters.

                                       7

<PAGE>

<TABLE>
<CAPTION>
                                                             Amount and Nature of
                                                             Beneficial Ownership
                                                           ------------------------   Percent of
                                                                                     Total Voting
          Name and Address of Beneficial Owner                Number       Percent      Power
-------------------------------------------------------    ------------   ---------  ------------
<S>                                                        <C>            <C>        <C>
5% Beneficial Owners
Interep National Radio Sales, Inc. Stock Growth Plan
and Trust(1) ..........................................      2,218,009       24.0%        46.2%
     c/o Interep National Radio Sales, Inc.
     100 Park Avenue
     New York, New York 10017
Interep National Radio Sales, Inc. Employee Stock
Ownership Plan and Trust (1) ..........................      1,333,178       14.5%        28.9%
     c/o Interep National Radio Sales, Inc.
     100 Park Avenue
     New York, New York 10017
Wellington Management Company, LLP (2) ................        726,300        7.9%         1.6%
     75 State Street
     Boston, Massachusetts 02109
State Street Research & Management Company (3) ........        501,600        5.4%         1.1%
     One Financial Center, 30th Floor
     Boston, Massachusetts 02111-2690
Gilder, Gagnon, Howe & Co. LLC (4) ....................        495,265        5.4%         1.1%
     1775 Broadway, 26th Floor
     New York, New York 10019
Franklin Resources, Inc.
Charles B. Johnson
Rupert H. Johnson, Jr.
Franklin Advisers, Inc. (5) ...........................        494,000        5.4%         1.1%
     One Franklin Parkway
     San Mateo, California 94403

Officers & Directors
Ralph C. Guild (1)(6)(7) ..............................      3,212,376       27.1%        44.3%
Marc G. Guild (1)(6)(8) ...............................        537,674        5.6%        10.7%
William J. McEntee, Jr. (1)(9) ........................        453,266        4.7%         9.0%
Howard M. Brenner (10) ................................          3,833        *            *
Leslie D. Goldberg (11) ...............................         55,573        *            1.2%
John Palmer ...........................................              0        *            *
Arnie Semsky ..........................................              0        *            *

All Directors and Executive Officers as a Group (7
Persons) (1)(6)(7)(8)(9)(10)(11) ......................      4,262,722       33.3%        52.1%
</TABLE>

*    Less than 1%

(1)  The shares shown in this table as being owned beneficially by Messrs. Ralph
     Guild, Marc Guild and McEntee and by all directors and executive officers
     as a group include shares owned by the ESOP and the Stock Growth Plan and
     allocated to plan accounts maintained for such persons. As of April 15,
     2002, the combined number of shares allocated by such plans to such persons
     was as follows: Ralph Guild, 305,202 shares; Marc Guild, 65,689 shares;
     William J. McEntee, Jr., 8,679 shares, and all directors and executive
     officers as a group, 379,570 shares. ESOP and Stock Growth Plan
     participants have the right to direct the votes of the shares allocated to
     them with respect to certain significant matters submitted to a vote of
     stockholders, although the trustees of the ESOP and Stock Growth Plan have
     the authority to vote all shares held by such plans in their discretion
     with regard to all other matters, including the election of directors.
     Ralph Guild, Leslie Goldberg and Marc Guild are the trustees of the ESOP
     and the Stock Growth Plan. Each of the

                                       8

<PAGE>

     trustees disclaims beneficial ownership of the shares held by the ESOP and
     the Stock Growth Plan other than the shares allocated to such trustee's
     account, if any.

(2)  Reflects shares beneficially owned as of February 14, 2002, according to an
     amended statement on Schedule 13G, filed on behalf of Wellington Management
     Company, LLP.

(3)  Reflects shares beneficially owned as of February 15, 2002, according to a
     statement on Schedule 13G, filed on behalf of State Street Research &
     Management Company.

(4)  Reflects shares beneficially owned as of February 11, 2002, according to a
     statement on Schedule 13G, filed on behalf of Gilder, Gagnon & Howe & Co.
     LLC.

(5)  Reflects shares beneficially owned as of February 1, 2002, according to an
     amended statement on Schedule 13G, filed on behalf of Franklin Resources,
     Inc., Charles B. Johnson, Rupert H. Johnson, Jr. and Franklin Advisers,
     Inc.

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

(7)  Includes currently exercisable options granted to Ralph Guild in (a)
     December 1988 to purchase 208,960 shares of common stock at an exercise
     price of $1.56 per share, (b) January 1991 to purchase 208,960 shares at an
     exercise price of $2.77 per share, (c) December 1995 to purchase 208,960
     shares at an exercise price of $3.91 per share, (d) June 1997 to purchase
     626,880 shares at an exercise price of $3.80 per share, (e) July 1998 to
     purchase 1,253,759 shares at an exercise price of $4.02 per share, (f)
     December 1998 to purchase 52,240 shares at an exercise price of $4.20 per
     share and (g) April 2000 to purchase 83,333 shares at an exercise price of
     $2.81 per share. Excludes options granted to Mr. Guild in April 2000 to
     acquire 41,667 shares at an exercise price of $2.81 per share, which
     options are not currently exercisable. The options referred to in clauses
     (a), (b) and (c) expire in December 2005 and the options referred to in
     clauses (d), (e), (f) and (g) expire in June 2007, July 2008, December 2008
     and April 2010, respectively. Mr. Guild transferred the options granted to
     him in April 2000 to a limited partnership for the benefit of his children,
     of which he is the sole general partner.

(8)  Includes currently exercisable options granted to Marc Guild in (a) January
     1991 to purchase 79,480 shares of common stock at an exercise price of
     $2.77 per share, (b) June 1997 to purchase 104,480 shares at an exercise
     price of $3.80 per share, (c) July 1998 to purchase 208,960 shares at an
     exercise price of $4.02 per share and (d) April 2000 to purchase 26,667
     shares at an exercise price of $2.81 per share. These options expire in
     December 2005, June 2007, July 2008 and April 2010, respectively. Excludes
     options granted to Mr. Guild in April 2000 to acquire 13,333 shares at an
     exercise price of $2.81 per share, which options are not currently
     exercisable.

(9)  Includes currently exercisable options granted to Mr. McEntee in (a) June
     1997 to purchase 104,480 shares of common stock at an exercise price of
     $3.80 per share, (b) July 1998 to purchase 313,440 shares at an exercise
     price of $4.02 per share and (c) April 2000 to purchase 26,667 shares at an
     exercise price of $2.81 per share. Such options will expire in June 2007,
     July 2008 and April 2010, respectively. Excludes options granted to Mr.
     McEntee in April 2000 to acquire 13,333 shares at an exercise price of
     $2.81 per share, which options are not currently exercisable.

(10) Includes currently exercisable options granted to Mr. Brenner in April 2000
     to purchase 3,333 shares of common stock at an exercise price of $2.81 per
     share. Excludes options granted in

                                       9

<PAGE>

     April 2000 to acquire 1,667 shares at an exercise price of $2.81 per share,
     which options are not currently exercisable. The options will expire in
     April 2010.

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

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, 2001.

<TABLE>
<CAPTION>
                                                                                                       Number of
                                                                                                       securities
                                                                                                     remaining for
                                                              Number of                             future issuance
                                                           securities to be                           under equity
                                                             issued upon       Weighted-average       compensation
                                                             exercise of       exercise price of    plans (excluding
                                                             outstanding          outstanding          securities
                                                          options, warrants    options, warrants    reflected in the
                     Plan Category                            and rights          and rights        previous column)
-------------------------------------------------------   -----------------    -----------------    ----------------
<S>                                                       <C>                  <C>                  <C>
Equity compensation plans approved by security holders
1999 Stock Incentive Plan .............................           661,650             $2.81             1,338,350

Equity compensation plans not approved by security
holders
Options granted pursuant to individual compensation
arrangements (1) ......................................         4,231,439             $3.77                     0
</TABLE>

(1)  These shares are issuable pursuant to stock options that were awarded to
     employees of Interep 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 the adoption of our 1999 Stock Incentive Plan are currently
     vested and will expire between the years 2005 and 2010.

Item 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

           Interep has retained Media Financial Services, Inc. ("Media"), which
is wholly-owned by our Vice President and Chief Financial Officer William J.
McEntee, to provide financial and accounting services for Interep and its
subsidiaries. These services include the preparation of monthly, quarterly and
annual financial statements, the preparation and filing of all required federal,
state and local tax returns and all billing, accounts receivable, accounts
payable and collections functions. The term of the agreement runs through May
31, 2007 and, beginning in 2002, will be automatically extended for an
additional year each June 1 unless either we or Media notifies the other on or
before April 30 of the same year of our or its election not to extend the
agreement. Interep paid Media a fee of approximately $3.1 million in 2001 for
its services. The annual fees for Media's services over the following six years
of the agreement increase from approximately $3.2 million to approximately $4.2
million. Under the

                                       10

<PAGE>

services agreement, Mr. McEntee is in charge of all services rendered by Media
to Interep and also serves as our Vice President and Chief Financial Officer for
an annual salary of $160,000 in 2001 and $200,000 thereafter. The agreement with
Media provides that if there is a change in control of Interep, both Interep and
Media will have the right to terminate the agreement. Upon such termination,
Interep will pay Media a lump sum equal to 50% of the aggregate amount that
would otherwise be payable to Media and Mr. McEntee pursuant to the agreement
through the then established end of the agreement's term, plus any amounts
payable by Media to its landlord for its principal offices in order to obtain
the early termination of its lease.

           From December 1979 to July 2001, Interep leased a building from a
trust of which Ralph Guild was the income beneficiary, Marc Guild was the
trustee and Marc Guild, Adam Guild and their siblings were residual
beneficiaries. In July 2001, the trust was terminated, and the property was
transferred to a limited liability company of which Marc Guild is the manager
and Marc Guild, Adam Guild and their siblings are members. We use the building
from time to time for training sessions and management meetings. The lease
expires on December 31, 2009 and provides for base annual rentals increasing
from $78,000 per year to $102,000 per year over the term of the lease, subject
to adjustment for actual usage. Interep also leases an apartment in New York
City from a partnership of which Marc Guild, Adam Guild and their siblings are
limited partners. The apartment is for the use of visiting Interep employees,
including Ralph Guild, when they are working in the New York office. The lease
expires on January 31, 2009, and provides for annual rent of $120,000, subject
to increase for up to 50% of any increases in applicable real estate taxes and
common charges. Interep believes the terms of these lease arrangements are at
least comparable to, if not more favorable to Interep than, the terms which
would have been obtained in transactions with unrelated parties. Interep intends
to continue these or other arrangements in the future as long as it believes
each transaction is more beneficial to Interep than using an unrelated provider.
Adam Guild and Phillip Brown, who are Ralph Guild's son and son-in-law,
respectively, are also employees.

           Interep paid Leslie Goldberg $337,500 in consulting fees in 2001 for
various consulting services rendered by him, including assistance with regard to
new station rep contracts. Howard Brenner's former firm, HCFP Brenner
Securities, Inc., provided Interep with investment banking consulting services
about various financing alternatives during 2001, for which Interep paid that
firm a retainer fee of $20,000.


                                       11

<PAGE>

                                   SIGNATURES

          Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized in the City of New
York, State of New York.

April 30, 2002

                               INTEREP NATIONAL RADIO SALES, INC.


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

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

<TABLE>
<S>                                      <C>                                         <C>
/s/ Ralph C. Guild                       President, Chief Executive Officer,         April 30, 2002
------------------------------------
       Ralph C. Guild                    Chairman of the Board and Director

       *                                 President, Marketing Division; Director     April 30, 2002
------------------------------------
       Marc G. Guild

       *                                 Vice President and Chief Financial          April 30, 2002
------------------------------------
       William J. McEntee, Jr.           Officer (Principal Financial and
                                         Accounting Officer)

       *                                 Director                                    April 30, 2002
------------------------------------
       Howard M. Brenner

       *                                 Director                                    April 30, 2002
------------------------------------
       Leslie D. Goldberg

       *                                 Director                                    April 30, 2002
------------------------------------
       John Palmer

       *                                 Director                                    April 30, 2002
------------------------------------
       Arnie Semsky

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