##### 



Exhibit 99.3
 SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
  
    
    each person (or group of affiliated persons) known by us to be the beneficial owner
of more than five percent of any class of common stock;
    
    each of the current executive officers named in the Summary Compensation Table;
    
    each of our directors and nominees for director; and
    
    all of our directors and executive officers as a group.
  Common StockClass A
    
    Class B
    
    Class C
    
    Class DNumber
    
    Percent
    
    Number
    
    Percent
    
    Number
    
    Percent
    
    Number
    
    Percentof
    
    of
    
    of
    
    of
    
    of
    
    of
    
    of
    
    ofShares
    
    Class
    
    Shares
    
    Class
    
    Shares
    
    Class
    
    Shares
    
    ClassCatherine L. Hughes (1)(2)(3)(4)(5)(6)
    
    
    1,000
    
    
    
    *
    
    
    
    851,536
    
    
    
    29.8
    %
    
    
    1,595,279
    
    
    
    50.9
    %
    
    
    5,192,409
    
    
    
    5.8
    %Alfred C. Liggins, III (1)(5)(6)(7)(8)(9)(10)
    
    
    37,936
    
    
    
    *
    
    
    
    2,010,307
    
    
    
    70.2
    %
    
    
    1,556,980
    
    
    
    49.7
    %
    
    
    7,839,242
    
    
    
    8.7
    %Scott R. Royster (11)(12)
    
    
    52,364
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    539,171
    
    
    
    *Linda J. Vilardo (13)
    
    
    7,799
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    155,154
    
    
    
    *Zemira Z. Jones (14)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,000
    
    
    
    *Terry L. Jones (15)
    
    
    50,757
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    56,184
    
    
    
    *Brian W. McNeill (16)
    
    
    26,434
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    136,435
    
    
    
    *L. Ross Love (17)
    
    
    250
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    54,831
    
    
    
    *D. Geoffrey Armstrong (18)
    
    
    10,000
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,000
    
    
    
    *Ronald E. Blaylock (19)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35,000
    
    
    
    *Ariel Capital Management, Inc. (20)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,060,085
    
    
    
    12.7
    %Barclays Global Investors, NA (21)
    
    
    762,373
    
    
    
    13.2
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Concordia Advisors (22)
    
    
    596,277
    
    
    
    10.4
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Citadel Limited Partnership (23)
    
    
 
    
    
    
 
    
    
    
 
    
    
    
 
    
    
    
 
    
    
    
 

    
    
    
    4,595,989
    
    
    
    5.3
    %Fine Capital Partners, L.P. (24)
    
    
 
    
    
    
 
    
    
    
 
    
    
    
 
    
    
    
 
    
    
    
 

    
    
    
    5,092,622
    
    
    
    5.9
    %JP Morgan Chase & Co. (25)
    
    
    611,789
    
    
    
    10.7
    %

    
    
 
    
    
    
 
    
    
    
 
    
    
    
 
    
    
    
 
    
    
    
 The Vanguard Group (26)
    
    
    416,568
    
    
    
    7.3
    %
    
    
 
    
    
    
 
    
    
    
 
    
    
    
 
    
    
    
 
    
    
    
 All Directors and Named Executives as a group (10
persons)
    
    
    186,540
    
    
    
    3.3
    %
    
    
    2,861,843
    
    
    
    100
    %
    
    
    3,121,048
    
    
    
    99.6
    %
    
    
    13,995,429
    
    
    
    15.6
    %
 
 *
    
    Less than 1%.(1)
    
    Includes 31,211 shares of Class C common stock and 62,997 shares of Class D
common stock held by Hughes-Liggins & Company, L.L.C., the members of which are the Catherine
L. Hughes Revocable Trust, dated March 2, 1999, of which Ms. Hughes is the trustee and sole
beneficiary (the Hughes Revocable Trust), and the Alfred C. Liggins, III Revocable Trust,
dated March 2, 1999, of which Mr. Liggins is the trustee and sole beneficiary (the Liggins
Revocable Trust). The address of Ms. Hughes and Mr. Liggins is 5900 Princess Garden Parkway,
7th Floor, Lanham, MD 20706.(2)
    
    The shares of Class B common stock, 247,366 shares of Class C common stock and 3,820,133
shares of Class D common stock are held by the Hughes Revocable Trust; 192,142 shares of Class
C common stock and 286,875 shares of Class D common stock are held by the Catherine L. Hughes
Charitable Lead Annuity Trust, dated March 2, 1999, of which Harold Malloy is trustee;
1,124,560 shares of Class C common stock and 520,404 shares of Class D common stock are held
by the Catherine L. Hughes Dynastic Trust, dated March 2, 1999, of which Ms. Hughes is the
trustee and sole beneficiary.(3)
    
    On April 25, 2006, the Hughes Revocable Trust entered into a variable prepaid forward
contract with a financial institution, which will require it to deliver a minimum of 466,667
shares and a maximum of 560,000 shares of Class D common stock on the expiration of the 24
month contract, as determined by the closing price of the Class D common stock on the maturity
date of the contract, or settle with a cash payment.




---



##### 



(4)
    
    Includes 500,000 shares of Class D common stock obtainable upon the exercise of stock options.(5)
    
    The shares of Class A common stock and Class B common stock are subject to a voting agreement
between Ms. Hughes and Mr. Liggins with respect to the election of Radio Ones directors.(6)
    
    As of April 30, 2007 the combined economic and voting interests of Ms. Hughes and Mr. Liggins
were 17.0% and 83.3%, respectively.(7)
    
    The shares of Class B common stock, 605,313 shares of Class C common stock, and 5,611,565
shares of Class D common stock are held by the Liggins Revocable Trust; and 920,456 shares of
Class C common stock, and 338,808 shares of Class D common stock are held by the Alfred C.
Liggins, III Dynastic Trust dated March 2, 1999, of which Mr. Liggins is the trustee and sole
beneficiary..(8)
    
    Includes 645,000 shares of Class D common stock held by the Liggins Revocable Trust that are
pledged as collateral on a line of credit with a financial institution.(9)
    
    On April 25, 2006, the Liggins Revocable Trust entered into a variable prepaid forward
contract with a financial institution which will require it to deliver a minimum of 312,500
shares and a maximum of 375,000 shares of Class D common stock on the expiration of the 24
month contract, as determined by the closing price of the Class D common stock on the maturity
date of the contract, or settle with a cash payment.(10)
    
    Includes 1,750,000 shares of Class D common stock obtainable upon the exercise of stock
options.(11)
    
    Includes 18,646 shares of Class A common stock and 112,292 shares of Class D common stock
obtainable upon the exercise of stock options.(12)
    
    Includes 33,718 shares of Class A common stock and 426,879 shares of Class D common stock
pledged to secure a loan from Radio One.(13)
    
    Includes 7,799 shares of Class A common stock and 155,654 shares of Class D common stock
obtainable upon the exercise of stock options.(14)
    
    Represents shares obtainable upon the exercise of options.(15)
    
    Includes 55,000 shares of Class D common stock obtainable upon the exercise of stock options
and 300 shares of Class A common stock and 600 shares of Class D common stock held by Mr.
Jones as custodian for each of his three daughters.(16)
    
    Includes 55,000 shares of Class D common stock obtainable upon the exercise of stock options.(17)
    
    Includes 30,000 shares of Class D common stock obtainable upon the exercise of stock options;
5,458 shares of Class D common stock held by LRC Love Limited Partnership, in which Mr. Love
has a controlling interest; and 14,827 shares of Class D common stock held by Ms. Cheryl H.
Love, Mr. Loves spouse.(18)
    
    Includes 30,000 shares of Class D common stock obtainable upon the exercise of stock options.(19)
    
    Represents shares obtainable upon the exercise of stock options.(20)
    
    The address of Ariel Capital Management, Inc. is 200 E. Randolph Drive, Suite 2900, Chicago,
IL 60601. This information is based on a Schedule 13G/A filed on April 10, 2007.(21)
    
    The address of Barclays Global Investors, NA is 45 Fremont Street, San Francisco, CA, 94105.
This information is based on a Schedule 13G filed on January 23, 2007.(22)
    
    The address of Concordia Advisors Ltd. is 12 Bermudiana Road, Hamilton HM-11, Bermuda. This
information is based on a Schedule 13G filed on January 23, 2007.(23)
    
    The address of Citadel Limited Partnership is 131 S. Dearborn Street, 32nd Floor,
Chicago, IL 60603. This information is based on a Schedule 13G filed on January 31, 2007.(24)
    
    The address of Fine Capital Partners, L.P. is 152 West 57th Street, New York, NY
10019. This information is based on a Schedule 13G filed on October 31, 2006.(25)
    
    The address of JP Morgan Chase & Co. is 270 Park Avenue, New York, NY 10017. This
information is based on a Schedule 13G filed on February 12, 2007.(26)
    
    The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355. This information
is based on a Schedule 13G filed on February. Equity Compensation Plan Information
  Number of securitiesremaining available forNumber of securities to be
    
    Weighted-average exercise
    
    future issuance underissued upon exercise of
    
    price of outstanding
    
    equity compensation plansoutstanding options,
    
    options, warrants and
    
    (excluding securitiesPlan category
    
    warrants and rights
    
    rights
    
    reflected in the first column)Equity compensation
plans approved by security
holdersRadio One, Inc.
Amended and Restated
1999 Stock Option and
Restricted Stock Grant
PlanClass A
    
    
    53,963
    
    
    $
    7.78
    
    
    
    1,259,091Class D
    
    
    5,916,542
    
    
    $
    14.55
    
    
    
    4,255,998Equity compensation plans
not approved by security
holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    5,970,505
    
    
    
    
    
    
    
    5,495,063