|   | 1.     |   | Ihave                reviewed this annual report                on Form 10-K of Radio One, Inc.;                                                                                                                                                                                                                                                                                                                                                                                                                                   |
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|   | 2.     |   | Based                on my knowledge, this report                does not contain any untrue statement of a material fact or omit                to state                a material fact necessary to make the statements made, in light of                the                circumstances under which such statements were made, not misleading                with                respect to the period covered by this report;                                                                                                 |
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|   | 3.     |   | Based                on my knowledge, the                financial statements, and other financial information included in                this                report, fairly present in all material respects the financial condition,                results of operations and cash flows of the registrant as of, and                for, the                periods presented in this report;                                                                                                                                   |
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|   | 4.     |   | The                registrant’s other certifying                officer and I are responsible for establishing and maintaining disclosure                controls and procedures (as defined in Exchange Act Rules 13a-15(e)                and                15d-15(e)) and internal control over financial reporting (as defined                in                Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and                have:                                                            |
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|   | a)     |   | designed                such disclosure controls                and procedures, or caused such disclosure controls and procedures                to be                designed under our supervision, to ensure that material information                relating to the registrant, including its consolidated subsidiaries,                is                made known to us by others within those entities, particularly during                the                period in which this report is being prepared;              |
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|   | b)     |   | designed                such internal control                over financial reporting, or caused such internal control over financial                reporting to be designed under our supervision, to provide reasonable                assurance regarding the reliability of financial reporting and the                preparation of financial statements for external purposes in accordance                with generally accepted accounting principles;                                                                  |
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|   | c)     |   | evaluated                the effectiveness of the                registrant’s disclosure controls and procedures and presented in this                report our conclusions about the effectiveness of the disclosure                controls                and procedures, as of the end of the period covered by this report                based                on such evaluation; and                                                                                                                                 |
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|   | d)     |   | disclosed                in this report any                change in the registrant’s internal control over financial reporting that                occurred during the registrant’s most recent fiscal quarter (the                registrant’s fourth fiscal quarter in the case of this report) that has                materially affected, or is reasonably likely to materially affect,                the                registrant’s internal control over financial reporting;                and |

|   | 5.     |   | The                registrant’s other certifying                officers and I have disclosed, based on our most recent evaluation                of                internal control over financial reporting, to the registrant’s auditors                and the audit committee of the registrant’s board of directors (or persons                performing the equivalent functions): |
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|   | a)     |   | all                significant deficiencies and                material weaknesses in the design or operation of internal control                over                financial reporting which are reasonably likely to adversely affect                the                registrant’s ability to record, process, summarize and report financial                information; and                     |
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|   | b)     |   | any                fraud, whether or not                material, that involves management or other employees who have a                significant role in the registrant’s internal control over financial                reporting.                                                                                                                                                                 |

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| Date:                February 29, 2008  | By:   | /s/                Peter D. Thompson                                                                                             |  |
|                                              |                 | Peter                D. Thompson                                                                                                 |  |
|                                              |                 | Executive                Vice President,                Chief Financial Officer and Principal Accounting                Officer  |  |
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