**Exhibit 99.2****EXECUTIVE COMPENSATION*****COMPENSATION DISCUSSION AND ANALYSIS*****Compensation Policies and Philosophy**     The overall objective of our compensation to our executives is to attract, motivate,retain and reward the top-quality management that we need in order to operate successfully and meetour strategic objectives. To achieve this, we aim to provide a compensation package that iscompetitive in the market, provides rewards for achieving financial, operational and strategicperformance goals, and aligns executives’ financial interests with those of our shareholders.     We operate in the intensely competitive media industry, which is characterized by rapidlychanging technology, evolving industry standards, frequent introduction of new media services,price and cost competition, limited advertising dollars, and extensive regulation. We face manyaggressive and well-financed competitors. In this environment, our success depends on attractingand maintaining a leadership team with the integrity, skills, and dedication needed to manage adynamic organization and the vision to anticipate and respond to future market developments. We useour executive compensation program to help us achieve this objective. Part of the compensationpackage is designed to enable us to assemble and retain a group of executives who have thecollective and individual abilities necessary to run our business to meet these challenges. Otherparts are intended to focus these executives on achieving financial results that enhance the valueof our stockholders’ investment. At the same time, the compensation structure is flexible, so thatwe can meet the changing needs of our business over time and reward executive officers and managersbased on the financial performance of operations under their control.**Process**     Our compensation committee meets periodically during the year. In addition, members of thecompensation committee discuss compensation matters with our Chief Executive Officer (“CEO”) andChief Financial Officer (“CFO”) and among themselves informally outside of meetings. Inestablishing the compensation levels for Radio One’s executive officers, the compensation committeeconsiders a number of qualitative and quantitative factors, including the level and types ofcompensation paid to executive officers in similar positions by comparable companies, and anevaluation of Radio One’s financial performance.     Our CEO provides input into the compensation discussion and makes recommendations to thecompensation committee for annual compensation changes and bonuses for the executive officers andthe appropriateness of additional long-term incentive compensation. We review the compensationpaid to executives at other comparable media companies as a reference point for determining thecompetitiveness of our executive compensation. Our peer group of radio broadcasting companiesincludes Clear Channel Communications, Inc., Cox Radio, Inc., Emmis Communications Corp., EntercomCommunications Corp. and Saga Communications Inc. The compensation committee has recently retaineda benefits consulting firm to assist it with setting compensation for our executives.**Principal Components of Executive Compensation****•** *Base salary.*Our objective is to pay our executivescompensation that is competitive in the marketplace and reflectsthe level of responsibility and performance of the executive, theexecutive’s experience and tenure, the scope and complexity of theposition, the compensation of the executive compared to thecompensation of our other key salaried employees and thecompensation paid for comparable positions by other companies inthe radio broadcast industry, and the performance of our company.During 2006, we had multiple-year employment agreements withScott R. Royster and Linda J. Vilardo that establish their basesalaries and annual increases. We are in the process ofnegotiating a new employment agreement for CEO Alfred C. Liggins,III. The compensation committee believes that entering into theseagreements assists us in retaining our key officers for a certainperiod of time and focuses the officers’ energies on our business.Notwithstanding the provisions of existing employment agreements,the annual salaries of the Chairperson, CEO, CFO or ChiefAdministrative Officer were notincreased during 2006. **•** *Bonus.*Our executives receive an annual bonus intended to providefinancial incentives for performance and to align the goals andperformance of the executive to our overall objectives. Thecompensation committee hassignificant flexibility in awarding cash bonuses. The compensation committee may considerinformation such as our year-to-year revenue growth compared to that of the radio industry, samestation revenue, operating performance versus our business plan, acquisitions and divestitures,employee retention, sales and operating initiatives, and stock price performance compared to theindustry peer group. Bonus recommendations for executive officers other than the CEO areproposed by the CEO, reviewed, revised when appropriate, and approved by the compensationcommittee. The compensation committee establishes the bonus level for the CEO. The bonus istypically paid in the first quarter of each year, based on our performance for the justcompleted prior fiscal year.
 

 
 **•** *Long-term Incentives.*We believe that equity ownership by the executives providesincentive to build stockholder value, aligns the interests of the executives with theinterests of stockholders and serves as motivation for long-term performance. Stock awardsare made pursuant to the Radio One Amended and Restated 1999 Stock Option and Restricted StockGrant Plan, which was approved by our stockholders (as amended, the “1999 Stock Plan”). We cangrant options or restricted stock to employees, consultants and non-employee directors underthe plan. We may not grant awards of more than 704,050 shares of our Class A common stock ormore than 1,908,099 shares of our Class D common stock to any one participant in any calendaryear. Options may be either non-qualified stock options or incentive stock options, as thoseterms are defined in the Internal Revenue Code. Each option will be exercisable in whole or ininstallments, as determined at the time of grant, and will expire not more than ten years fromthe date of grant. The 1999 Stock Plan enables us to provide and tailor incentive compensationfor the retention of key personnel and to support long-term corporate and business objectives.In addition, the plan allows us to anticipate and respond to a changing business environmentand competitive compensation practices. The compensation committee administers the plan andestablishes the size of the initial and periodic grants to the CEO and the other executiveofficers.        Upon hiring officers, managers, and certain other key employees, the CEO typically approvesstock option or restricted stock grants under the stock option plan, subject to applicablevesting periods. The CEO, with the approval of the compensation committee, considers awardingadditional grants to eligible employees under the 1999 Stock Plan, usually on an annual basis,based on company performance and our objective to provide compensation packages that areappropriately competitive with compensation offered by other companies in the radio broadcastingindustry. Historically, we have utilized stock options as our primary means of providinglong-term incentive compensation. Management and the compensation committee are currentlyassessing the costs and benefits of long term incentive compensation for its employees in lightof the Company’s adoption, effective January 1, 2006, of Financial Accounting Standards BoardStatement of Financial Accounting Standards (“SFAS”) No. 123(R), *“Share-Based Payment.”*SFASNo. 123(R) sets forth accounting requirements for share-based compensation to employees using afair-value based method. We did not make a company-wide grant of stock options or other equityincentive awards in 2006 and none of the executive officers was granted options in 2006.**Other Benefits and Perquisites**     As part of our competitive compensation package to attract and retain talented employees, weoffer retirement, health and other benefits to our employees. Our executive officers participatein the same benefit plans as our other salaried employees. The only benefit programs offered toour executive officers either exclusively or with terms different from those offered to othereligible employees are the following:**•** *Deferred Compensation.*We have a deferred compensation planthat allows Catherine L. Hughes, our Chairperson, to defercompensation on a voluntary, non-tax qualified basis. Under theplan, she may defer up to a specified amount of her base salaryand bonus until death, disability, retirement or termination. Theamount owed to her as deferred compensation is an unfunded andunsecured general obligation of our Company. Deferred amountsaccrue interest based upon the return earned on a phantominvestment account with a designated brokerage firm established byRadio One. **•** *Other Perquisites*. We provide few perquisites to our executiveofficers. Currently, we provide or reimburse executives for acompany automobile, driver, and various administrative servicesincluding home-based administrative support for our CEO.We have set forth the incremental cost of providing these benefits and perquisites to our namedexecutives in the 2006 Summary Compensation Table in the “All Other Compensation” column.**Post-termination and Change in Control Benefits**     Under the employment agreements that we have entered into with Scott R. Royster and Linda J.Vilardo, all of their unvested stock options will become fully exercisable immediately upon achange in control. Upon termination or resignation for any reason with or without cause, each ofthese executives is entitled to certain severance benefits including payment of any bonus or otherincentive pay relating to the year preceding the termination that is determined but not yet paidand a pro rata portion of the retention bonus provided for in his or her employment agreement. Inaddition, the executive is entitled to continued medical and dental benefits and payment of his orher base salary (i) for six months upon termination by us at the end of the employment agreement orat the executive’s discretion following a change in control, or (ii) for twelve months upontermination by us without cause or following a change in control or by the officer for good reason.There are currently no agreements that provide benefits to Catherine L. Hughes, Alfred C. Liggins,III or Zemira Jones upon termination or change of control.**Tax Deductibility of Executive Compensation**     Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Internal RevenueCode”), imposes limitations upon the federal income tax deductibility of compensation paid to ourCEO and to each of our other four most highly compensated executive officers. Under theselimitations, we may deduct up to $1,000,000 of compensation for such executive officer in any oneyear or may deduct all compensation, even if over $1,000,000, if we meet certain specifiedconditions (such as certain performance-based compensation that has been approved by stockholders).As the net cost of compensation, including its deductibility, is weighed by the compensationcommittee against many factors in determining executive compensation, the compensation committeemay determine that it is appropriate and in the Radio One’s best interest to authorize compensationthat is not deductible, whether by reason of Section 162(m) or otherwise.
 

 
***EXECUTIVE COMPENSATION***    The following table sets forth the total compensation for each of the named executiveofficers for the year ended December 31, 2006:**Summary Compensation Table**(1)                                       Option All Other        Salary Bonus (2) Awards (3) Compensation TotalName and Principal Position Year ($) ($) $ ($) ($)(a) (b) (c) (d) (f) (i) (j)             Catherine L. Hughes  2006  $417,700(4) $190,000   —  $35,874(5) $643,574 Chairperson & Secretary                         Alfred C. Liggins, III  2006   551,250   560,000   —   75,302(6)  1,186,552 CEO, President & Treasurer                         Scott R. Royster  2006   413,700   175,000  $290,055   —   878,755 ExecutiveVice President & CFO                         Linda J. Vilardo  2006   413,700   175,000   277,969   —   866,669 Vice President, Asst. Secretary and