Exhibit 4.1

THIS  SECURITY  IS A  GLOBAL  SECURITY  WITHIN  THE  MEANING  OF  THE  INDENTURE
HEREINAFTER  REFERRED  TO AND IS  REGISTERED  IN THE  NAME OF A  DEPOSITARY  (AS
DEFINED  IN THE  INDENTURE)  OR A  NOMINEE  THEREOF.  THIS  GLOBAL  SECURITY  IS
EXCHANGEABLE  FOR  SECURITIES  REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITARY  OR ITS NOMINEE  ONLY IN THE LIMITED  CIRCUMSTANCES  DESCRIBED IN THE
INDENTURE  AND,  UNLESS  AND  UNTIL  IT IS  EXCHANGED  IN  WHOLE  OR IN PART FOR
SECURITIES  IN  DEFINITIVE  FORM,  THIS GLOBAL  SECURITY MAY NOT BE  TRANSFERRED
EXCEPT AS A WHOLE BY THE  DEPOSITARY  TO A NOMINEE  OF THE  DEPOSITARY,  OR BY A
NOMINEE  OF  THE  DEPOSITARY  TO  THE  DEPOSITARY  OR  ANOTHER  NOMINEE  OF  THE
DEPOSITARY,  OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR  DEPOSITARY
OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

UNLESS  THIS  SECURITY  IS  PRESENTED  BY AN  AUTHORIZED  REPRESENTATIVE  OF THE
DEPOSITORY  TRUST COMPANY,  A NEW YORK CORPORATION  ("DTC"),  TO THE COMPANY (AS
DEFINED BELOW) OR ITS AGENT FOR  REGISTRATION OF TRANSFER,  EXCHANGE OR PAYMENT,
AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS REQUESTED  BY AN  AUTHORIZED  REPRESENTATIVE  OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH  OTHER  ENTITY AS IS  REQUESTED  BY AN  AUTHORIZED
REPRESENTATIVE  OF DTC) ANY  TRANSFER,  PLEDGE OR OTHER USE  HEREOF FOR VALUE OR
OTHERWISE  BY OR TO ANY PERSON IS  WRONGFUL  INASMUCH  AS THE  REGISTERED  OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



REGISTERED                                                      PRINCIPAL AMOUNT
No. R-1                                                            $250,000,000
CUSIP No. 224051AG7

                                 COX RADIO, INC.

                          6.625% Senior Notes due 2006

                  COX RADIO, INC., a Delaware  corporation  (hereinafter  called
the "Company," which term includes any successor corporation under the Indenture
referred to below), for value received, hereby promises to pay to Cede & Co., or
registered  assigns,  the principal  sum of TWO HUNDRED  FIFTY  MILLION  DOLLARS
($250,000,000)  on February 15, 2006 (the "Maturity  Date"),  unless  previously
redeemed,  and to pay interest  thereon from  February 15, 2001 or from the most
recent  interest  payment date to which  interest has been paid or duly provided
for,  payable  semiannually  on February 15 and August 15 in each year (each, an
"Interest Payment Date"),  commencing August 15, 2001, at the rate of 6.625% per
annum,  until the principal  hereof is paid or duly made  availably for payment.
Interest  shall be  computed  on the  basis of a 360-day  year of twelve  30-day
months.  The interest so payable and punctually paid or duly provided for on any
Interest Payment date will, as provided in the Indenture,  be paid to the Person
in whose name this Note (or one or more predecessor securities) is registered at
the close of business on <PAGE>


the regular record date for such interest,  which shall be February 1, or August
1 (whether or not a Business  Day),  as the case may be,  immediately  preceding
such Interest  Payment  Date.  Any such  interest  which is payable,  but is not
punctually  paid or duly  provided  for,  on any  Interest  Payment  Date  shall
forthwith  cease to be payable to the  registered  Holder hereof on the relevant
regular record date by virtue of having been such Holder, and may be paid to the
Person  in whose  name  this  Note (or one or more  predecessor  securities)  is
registered at the close of business on a subsequent  special  record date (which
shall be not more  than 15 days and not less  than 10 days  before  the  payment
date) for the payment of such  defaulted  interest  to be fixed by the  Trustee,
notice  whereof  shall be given to the  Holders of Notes of this series not less
than 10 days prior to such special  record  date,  or may be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities
exchange  on which  the  Notes may be  listed,  and upon  such  notice as may be
required by such exchange, all as more fully provided in such Indenture.  If any
Interest Payment Date or the Maturity Date falls on a day that is not a Business
Day, the required  payment  shall be made on the next Business Day as if it were
made on the date such payment was due and no interest shall accrue on the amount
so payable  for the  period  from and after such  Interest  Payment  Date or the
Maturity  Date,  as the case may be,  to such next  Business  Day.  Payments  of
principal, premium, if any, and interest hereunder shall be made in such coin or
currency  of the United  States of  America  as at the time of payment  shall be
legal  tender  for the  payment of public  and  private  debts and shall be made
immediately available to the Holder (as defined below) hereof.

                  This Note is one of the duly  authorized  series of Securities
of the Company,  designated as the Company's "6.625% Senior Notes due 2006" (the
"Notes"),  initially  limited to an aggregate  principal amount of $250,000,000,
all issued or to be issued under and  pursuant to an  Indenture  dated as of May
26, 1998, as amended, modified or supplemented from time to time (as so amended,
modified or supplemented,  the "Indenture"),  duly executed and delivered by the
Company to The Bank of New York,  as  trustee  (hereinafter  referred  to as the
"Trustee"), to which Indenture and all indentures supplemental thereto reference
is  hereby  made  for  a  description  of  the  rights,  limitation  of  rights,
obligations,  duties and immunities  thereunder of the Trustee,  the Company and
the Holders (the words "Holders" or "Holder"  meaning the registered  holders or
registered holder of the Notes).

                  This Note will be redeemable at the option of the Company,  in
whole at any time or in part from time to time,  at a redemption  price equal to
the greater of (i) 100% of the principal  amount of this Note to be redeemed and
(ii) the sum, as determined by the Quotation  Agent (as defined  below),  of the
present  values of the  principal  amount of this  Note to be  redeemed  and the
remaining scheduled payments of interest on the principal amount of this Note to
be  redeemed  from the  redemption  date to February  15,  2006 (the  "Remaining
Life"), in each case discounted from their respective scheduled payment dates to
the redemption date on a semiannual basis (assuming a 360-day year consisting of
twelve  30-day  months) at the  Treasury  Rate (as defined  below) plus 25 basis
points, plus in either case, accrued interest thereon to the date of redemption.

                   "Comparable  Treasury Issue" means the United States Treasury
security selected by the Quotation Agent as having a maturity  comparable to the
Remaining  Life  that  would  be  utilized,  at the  time  of  selection  and in
accordance with customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity with the Remaining Life.

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<PAGE>

                   "Comparable  Treasury  Price"  means,  with  respect  to  any
redemption  date, the average of five Reference  Treasury Dealer  Quotations for
such redemption  date,  after excluding the highest and lowest of such Reference
Treasury  Dealer  Quotations,  or if the  Trustee  obtains  fewer than four such
Reference Treasury Dealer Quotations, the average of all such quotations.

     "Quotation  Agent" means the  Reference  Treasury  Dealer  appointed by the
Company.

                 "Reference  Treasury  Dealer"  means each of: (i) Salomon Smith
Barney  Inc.,  Merrill  Lynch  Government  Securities,  Inc.,  their  respective
successors,  and three other primary United States Government securities dealers
in New York City (each, a "Primary  Treasury  Dealer")  selected by the Company;
provided,  however, that if either of Salomon Smith Barney Inc. or Merrill Lynch
Government  Securities,  Inc. shall cease to be a Primary Treasury  Dealer,  the
Company shall substitute  therefor  another Primary Treasury Dealer.  "Reference
Treasury  Dealer  Quotations"  means,  with respect to each  Reference  Treasury
Dealer and any redemption date the average, as determined by the Trustee, of the
bid and asked prices for the Comparable  Treasury Issue  (expressed in each case
as a percentage  of its  principal  amount)  quoted in writing to the Trustee by
such  Reference  Treasury  Dealer at 3:30 p.m., New York City time, on the third
Business Day preceding such redemption date.

                  "Treasury  Rate" means,  with respect to any redemption  date,
the rate per annum equal to the  semiannual  yield to maturity of the Comparable
Treasury Issue,  calculated on the third Business Day immediately preceding such
redemption date using a price for the Comparable  Treasury Issue (expressed as a
percentage of its principal  amount) equal to the Comparable  Treasury Price for
such redemption date.

                  Notice of any  redemption  will be mailed at least 30 days but
not more than 60 days  before the  redemption  date to the Holder  hereof at its
registered  address.  Unless the Company  defaults in payment of the  redemption
price,  on and after the  redemption  date  interest will cease to accrue on the
principal amount of this Note called for redemption.

                  If money  sufficient to pay the redemption  price with respect
to and accrued  interest on the principal  amount of this Note to be redeemed on
the  redemption  date is deposited  with the Trustee on or before the redemption
date and certain other  conditions  are  satisfied,  then on or after such date,
interest  will cease to accrue on the  principal  amount of this Note called for
redemption.

                  Except as provided  above,  this Note is not redeemable by the
Company prior to maturity and is not subject to any sinking fund.

                  In case an Event of Default shall occur and be continuing, the
principal hereof may be declared,  and upon such declaration  shall become,  due
and  payable,  in the  manner,  with the  effect and  subject to the  conditions
provided in the Indenture.

                  Subject to certain exceptions set forth in the Indenture,  (i)
the  Indenture  may be amended with respect to the Notes with the consent of the
Holders of at least a majority in principal amount  outstanding of the Notes and
(ii) any default or noncompliance with any

                                        3
<PAGE>

provisions applicable to the Notes may be waived with the consent of the Holders
of a majority in principal amount  outstanding of the Notes.  Subject to certain
exceptions  set forth in the Indenture,  without the consent of any Holder,  the
Company  and the  Trustee  may  amend  the  Indenture  or the  Notes to cure any
ambiguity,  defect or  inconsistency,  or to  provide  for the  assumption  by a
successor corporation of the obligations of the Company under the Indenture,  or
to provide for  uncertificated  Notes in addition to or in place of certificated
Notes, or to add additional  covenants or surrender any right or power conferred
on the Company, or to establish the form or terms of the Notes of any series, or
to appoint a  successor  Trustee or provide for  administration  of the trust by
more than one  Trustee,  or to add to,  delete  from or revise  the  conditions,
limitations,  and  restrictions on the authorized  amount,  terms or purposes of
issue,  authentication  and delivery of the Notes or to add any additional event
of default,  or to modify the  provisions of the Indenture as shall be necessary
to facilitate  the  defeasance and discharge of the Notes as shall not adversely
effect any Holders,  or to secure the Notes,  or to make  provisions  respect to
conversion  or exchange  rights of Holders,  or to make any change that does not
adversely affect the rights of any Holder.

                  Subject to  certain  conditions,  the  Company at any time may
terminate  some or all of its  obligations  under the Notes and the Indenture if
the Company  deposits with the Trustee money or Government  Obligations  for the
payment of principal, premium, if any, and interest on the Notes to the Maturity
Date.

                  If money for the  payment of  principal  or  interest  remains
unclaimed for two years, the Trustee or Paying Agent shall pay the money back to
the Company at its request unless an abandoned  property law designates  another
Person. After any such payment,  Holders entitled to the money must look only to
the Company and not to the Trustee for payment.

                  No reference  herein to the Indenture and no provision of this
Note or of the  Indenture  shall alter or impair the  obligation of the Company,
which is absolute and  unconditional,  to pay the  principal of and premium,  if
any, and interest on this Note at the place,  at the  respective  times,  at the
rate, and in the coin or currency herein prescribed.

                  No director, officer, employee or stockholder, as such, of the
Company shall have any liability for any  obligations  of the Company under this
Note or the  Indenture  or for any claim based on, in respect of or by reason of
such obligations or their creation.  Each Holder, by accepting this Note, waives
and  releases  all  such  liability.  The  waiver  and  release  are part of the
consideration for the issue of this Note.

                  This Note and the Indenture shall be governed by and construed
in  accordance  with the law of the State of New York  applicable  to agreements
made or instruments entered into and, in each case, performed in said state.

                  Ownership of this Note shall be proved by the register for the
Notes kept by the  Registrar.  The  Company,  the  Trustee  and any agent of the
Company may treat the person in whose name a Note is  registered as the absolute
owner thereof for all purposes.

                  Pursuant to a  recommendation  promulgated by the Committee on
Uniform Note Identification Procedures, the Company has caused a CUSIP number to
be printed on this Note

                                        4
<PAGE>

and has  directed  the  Trustee  to use the  CUSIP  number as a  convenience  to
Holders.  No  representation  is made as to the  correctness of such numbers and
reliance may be placed only on the other identification  numbers printed on this
Note.

                  Terms used herein without  definition  that are defined in the
Indenture shall have the meanings assigned to them in the Indenture.

                  Unless  the  Certificate  of  Authentication  hereon  has been
executed by the  Trustee  under the  Indenture  referred to herein by the manual
signature of one of its authorized officers,  or on behalf of the Trustee by the
manual signature of an authorized officer of the Trustee's authenticating agent,
this Note shall not be entitled to any benefit  under the  Indenture or be valid
or obligatory for any purpose.









                  [Remainder of Page Intentionally Left Blank]

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<PAGE>



                  IN WITNESS WHEREOF,  the Company has caused this instrument to
be  duly  executed,  manually  or by  facsimile,  and  its  corporate  seal or a
facsimile of its corporate seal to be imprinted hereon.

      Date:  February 15, 2001

                                           COX RADIO INC.


(SEAL)                                     By:
                                                --------------------------------
                                           Name:  Neil Johnston
                                           Title: Chief Financial Officer



                                           By:
                                                --------------------------------
                                           Name:  Richard J. Jacobson
                                           Title: Treasurer





                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Notes designated therein referred to in the
within-mentioned Indenture.



THE BANK OF NEW YORK,
     as Trustee,



By:
     ----------------------------------------------
                Authorized Signatory


Dated:  February 15, 2001


                                        6


<PAGE>




                                 ASSIGNMENT FORM


FOR VALUE  RECEIVED,  the undersigned  hereby sell(s)  assign(s) and transfer(s)
unto
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Please insert social security number or other identifying number of assignee:

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Please print or type name and address (including zip code) of assignee:

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the within Note and all rights thereunder,  hereby irrevocably  constituting and
appointing ________________ attorney to transfer said Note of Cox Radio, Inc. on
the books of Cox Radio, Inc. with full power of substitution in the premises.




-----------------------------------------
Dated:____________________________________

         NOTICE:  The signature to this assignment must correspond with the name
as written upon the face of this Note in every particular  without alteration or
enlargement  or any change  whatsoever.  The Signature  must be guaranteed by an
"eligible guarantor institution meeting the requirements of the Registrar, which
requirements include memberships or participation in the Security Transfer Agent
Medallion Program ("STAMP") or such other "signature  guarantee  program" as may
be determined by the Registrar in addition to, or in  substitution  for,  STAMP,
all in accordance with the Securities Exchange Act of 1934.

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