##### 



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2005ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)   OF
    THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)For the transition period
    from          
    to   Commission File
    No. 0-25969
  RADIO ONE, INC.
 (Exact name of registrant as
    specified in its charter)
  Delaware

52-1166660(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)   5900 Princess Garden Parkway
 7th Floor
 Lanham, Maryland 20706
 (Address of principal executive
    offices)
  Registrants telephone number, including area code
 (301) 306-1111
  Securities registered pursuant to Section 12(b) of the
    Act:
 None
  Securities registered pursuant to Section 12(g) of the
    Act:
 Class A Common Stock, $.001 par value
 Class D Common Stock, $.001 par value
  þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
 Large accelerated
    filer þ     Accelerated
    filer o     Non-accelerated
    filer o
  Rule 12b-2 o þ
    Class

Outstanding at March 3,
    2006Class A Common Stock,
    $.001 par value


10,690,630Class B Common Stock,
    $.001 par value


2,867,463Class C Common Stock,
    $.001 par value


3,132,458Class D Common Stock,
    $.001 par value


82,013,183     DOCUMENTS
    INCORPORATED BY REFERENCE




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  Form 10-K
    For the Year Ended December 31, 2005
  TABLE OF
    CONTENTS
  PagePART IItem 1.

Business


1Item 1A.

Risk Factors


21Item 1B.

Unresolved Staff
    Comments


25Item 2.

Properties


25Item 3.

Legal
    Proceedings


25Item 4.

Submission of
    Matters to a Vote of Security Holders


26PART IIItem 5.

Market for
    Registrants Common Equity, Related Stockholder Matters and
    Issuer Purchases of Equity Securities


27Item 6.

Selected Financial
    Data


28Item 7.

Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


30Item 7A.

Quantitative and
    Qualitative Disclosure About Market Risk


50Item 8.

Financial
    Statements and Supplementary Data


50Item 9.

Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosure


51Item 9A.

Controls and
    Procedures


51Item 9B.

Other
    Information


51PART IIIItem 10.

Directors and
    Executive Officers of the Registrant


51Item 11.

Executive
    Compensation


52Item 12.

Security Ownership
    of Certain Beneficial Owners and Management and Related
    Stockholder Matters


52Item 13.

Certain
    Relationships and Related Transactions


52Item 14.

Principal
    Accounting Fees and Services


52PART IVItem 15.

Exhibits and
    Financial Statement Schedules


53SIGNATURES


55   i




---



##### 



CERTAIN
    DEFINITIONS
    Cautionary
    Note Regarding Forward-Looking Statements
     ii




---



##### 



PART I  ITEM 1.
    BUSINESS  Overview
  African-Americans. and/or African-American
  African-Americans African-American and/or
  African-American African-American
  Significant
    2005 and Recent Events
  WIFE-FM
    Acquisition. WIFE-FM,
  African-American
    Talk Radio Network. African-American African-American
  WHHL-FM
    Acquisition. WHHL-FM
  New Bank Loans.
  Stock Repurchase.
 1




---



##### 



Reach Media Acquisition. www.BlackAmericaWeb.com African-American
  Sale of Notes. 3 8 3 8
  Redemption of HIGH TIDES. 1 2 3 8
  Our
    Stations and Markets
  and/or African-American
  Radio One


Market DataNumber


African-











Estimatedof


American


Entire








Fall 2005 MetroStations


Audience


Audience








Population Persons
    12+(d)Four Book





Ranking byAverage





Size of(Ending





African-Audience


Fall 2005)


Estimated 2005


AmericanShare


Audience


Annual Radio


Population





African-Market

FM


AM


Rank(a)


Share(b)


Revenue


Persons 12+(d)


Total


American%($ millions)(c)





(In millions)Atlanta


4







1



12.6


$
399.9



3



3.9



28.2
%Washington, DC


2



2



1



11.7



394.7



4



4.1



26.1Philadelphia


3







2



8.7



323.9



5



4.4



20.0Detroit


2



1



2



7.2



282.2



6



3.9



21.6Los Angeles


1







2



2.8



1,097.1



7



10.8



7.6Miami






1



n/a



n/a



286.3



8



3.5



20.3Houston


3







1



12.9



360.1



9



4.4



16.1Dallas


2







2



5.2



418.1



10



4.7



13.6Baltimore


2



2



1



15.9



149.0



11



2.2



26.6St. Louis


2







2



5.1



148.8



15



2.3



18.2Cleveland


2



2



1



13.3



130.2



17



1.8



18.7Charlotte


2







2



7.0



110.3



18



1.4



20.9Richmond


4



1



1



22.3



60.4



19



0.9



29.8 2




---



##### 



Radio One


Market DataNumber


African-











Estimatedof


American


Entire








Fall 2005 MetroStations


Audience


Audience








Population Persons
    12+(d)Four Book





Ranking byAverage





Size of(Ending





African-Audience


Fall 2005)


Estimated 2005


AmericanShare


Audience


Annual Radio


Population





African-Market

FM


AM


Rank(a)


Share(b)


Revenue


Persons 12+(d)


Total


American%($ millions)(c)





(In millions)Raleigh-Durham


4







1



19.4



90.5



20



1.1



21.8Boston


1



1



1



3.3



367.8



22



3.8



6.3Cincinnati


1



1



1



5.8



139.7



30



1.7



11.4Columbus


3







1



12.8



109.7



31



1.4



13.8Indianapolis


3



1



1



16.7



106.5



32



1.3



14.3Minneapolis


1







1



3.2



186.5



42



2.6



6.0Augusta


4



1



1



16.6



17.2



46



0.4



33.0Louisville


6







1



21.1



59.2



48



0.9



13.9Dayton


4



1



1



16.4



50.8



60



0.8



13.4Total


56



14     (a)
    
    Audience Share Rank is the relative size of the
    African-American
    listenership on our station clusters in a given market compared
    to other
    African-American
    targeted stations in the market, based on average
    quarter-hour
    audience shares for the stations.(b)
    
    Audience share data are for the 12+ demographic and derived from
    the Arbitron Survey four-book averages ending with the Fall 2005
    Arbitron Survey. In the Miami market, we provide no audience
    share data because we do not subscribe to the Arbitron service
    for our station in that market. Audience share data for the
    Augusta market was not available as of the date of this annual
    report.(c)
    
    2005 estimated annual radio revenues are from BIA Financials
    Investing in Radio Market Report, 2005 Fourth Edition.(d)
    
    Population estimates were provided by Arbitron.  The
    African-American
    Market Opportunity
  African-Americans
  Rapid
    African-American
    Population Growth. African-American African-American
  Higher
    African-American
    Income Growth. African-Americans African-Americans African-American African-American African-American African-American
 3




---



##### 



U.S. African-American th
  Growth in Advertising Targeting the
    African-American
    Market. African-American African-American
  Growing Influence of
    African-American
    Culture. African-American
  Concentrated Presence of
    African-Americans
    in Urban Markets. African-American
  Strong
    African-American
    Listenership and Loyalty. African-Americans, African-American African-American
  Rapidly Increasing
    African-American
    Internet
    Usage. African-Americans African-Americans African-Americans African-American African-Americans African-American
  Growth
    Strategy
  Radio Station Acquisitions. African-American
  Investment in Complementary Businesses. African-American
 4




---



##### 



Top 60
    African-American
    Radio Markets in the United States
  and/or
  African-Americansas a Percentage ofAfrican-American


the OverallPopulation


PopulationRank


Market

(Persons 12+)


(Persons 12+)(In thousands)1


New York, NY


2,714



17.7
%2


Chicago, IL


1,352



17.63


Atlanta, GA


1,090



28.24


Washington, DC


1,077



26.15


Philadelphia, PA


869



20.06


Detroit, MI


840



21.67


Los Angeles, CA


818



7.68


Miami-Ft. Lauderdale-Hollywood,
    FL


712



20.39


Houston-Galveston, TX


700



16.110


Dallas-Ft. Worth,
    TX


644



13.611


Baltimore, MD


598



26.612


Memphis, TN


456



43.513


San Francisco, CA


422



7.214


Norfolk-Virginia Beach-Newport
    News, VA


418



31.815


St. Louis, MO


411



18.216


New Orleans, LA


390



36.117


Cleveland, OH


335



18.718


Charlotte-Gastonia-Rock Hill,
    NC


294



20.919


Richmond, VA


267



39.820


Raleigh-Durham, NC


249



21.821


Birmingham, AL


243



28.122


Boston, MA


240



6.323


Tampa-St. Petersburg-Clearwater, FL


238



10.524


Jacksonville, FL


229



21.725


Nassau-Suffolk (Long Island), NY


227



9.526


Orlando, FL


221



15.827


Greensboro-Winston-Salem-High
    Point, NC


221



19.928


Milwaukee-Racine, WS


208



14.629


Kansas City, KS


201



13.030


Cincinnati, OH


194



11.431


Columbus, OH


193



13.832


Indianapolis, IN


188



14.333


Middlesex-Somerset-Union, NJ


179



13.034


Seattle-Tacoma, WA


175



5.535


Jackson, MS


174



45.136


Nashville, TN


172



15.3 5




---



##### 



African-Americansas a Percentage ofAfrican-American


the OverallPopulation


PopulationRank


Market

(Persons 12+)


(Persons 12+)(In thousands)37


Riverside-San Bernardino, CA


166



9.538


Baton Rouge, LA


163



30.939


West Palm Beach-Boca Raton, FL


161



14.740


Columbia, SC


161



33.241


Pittsburgh, PA


160



7.942


Minneapolis-St. Paul,
    MN


156



6.043


Charleston, SC


153



30.644


Greenville-Spartanburg, SC


141



17.345


San Diego, CA


138



5.646


Augusta, GA


136



33.047


Sacramento, CA


132



7.548


Louisville, KY


128



13.949


Greenville-New Bern-Jacksonville,
    NC


125



25.050


Mobile, AL


123



26.351


Las Vegas, NV


122



8.552


Shreveport, LA


121



36.653


Buffalo-Niagara Falls, NY


120



12.254


Fayetteville, NC


119



33.755


Little Rock, AR


116



22.556


Phoenix, AZ


114



3.957


Denver-Boulder, CO


114



5.358


Lafayette, LA


111



26.259


Montgomery, AL


103



39.560


Dayton, OH


102



13.4   Operating
    Strategy
  African-American African-Americans.
  
    market research, targeted programming and marketing;
    ownership of programming content;
    radio station clustering, programming segmentation and sales
    bundling;
    strategic sales efforts;
    marketing platform to national advertisers;
    advertising partnerships and special events;
    strong management and performance-based incentives; and
    significant community involvement. 6




---



##### 



Market
    Research, Targeted Programming and Marketing
  African-American
  African-American
  Ownership
    of Programming Content
  African-American
  Radio
    Station Clustering, Programming Segmentation and Sales
    Bundling
  African-American
    Strategic
    Sales Efforts
    Marketing
    Platform to National Advertisers
  African-American African-Americans.
  African-American
 7




---



##### 



Advertising
    Partnerships and Special Events
  African-American African-American African-American
  Strong
    Management and Performance-Based Incentives
      Significant
    Community Involvement
  African-American African-American African-American
  African-American
 8




---



##### 



Our
    Station Portfolio
    Four Book AverageAudience


Audience


Audience


AudienceMarket Rank










Share in


Rank in


Share in


Rank in2005


2005










12+


12+


Target


TargetMetro


Radio


Year




Target Age


Demo-


Demo-


Demo-


Demo-Market

Population


Revenue


Acquired


Format

Demographic


Graphic


Graphic


Graphic


GraphicAtlanta


11



6WPZE-FM










1999


Contemporary Inspirational


25-54



4.5



5



4.7



5WJZZ-FM










1999


NAC/Jazz


25-54



2.7



16
(t)


2.9



15
(t)WHTA-FM










2002


Urban Contemporary


18-34



3.9



7
(t)


6.9



3WAMJ-FM










2004


Urban AC


25-54



1.6



20



1.9



20
(t)Washington, DC


8



7WKYS-FM










1995


Urban Contemporary


18-34



4.4



5



9.1



2WMMJ-FM










1987


Urban AC


25-54



6.2



2



6.9



1WYCB-AM










1998


Contemporary Inspirational


25-54



0.6



25
(t)


0.4



27
(t)WOL-AM










1980


News/Talk


35-64



0.5



27
(t)


0.2



30
(t)Philadelphia


6



10WPPZ-FM(1)










1997


Contemporary Inspirational


25-54



2.5



19



2.7



16WPHI-FM(2)










2000


Urban Contemporary


18-34



2.7



18



5.8



6WRNB-FM(3)










2004


Urban AC


25-54



3.5



11



4.5



7Detroit


10



12WHTD-FM










1998


Urban Contemporary


18-34



3.3



12



6.8



4
(t)WDMK-FM










1998


Urban AC


25-54



2.9



14



3.3



13WCHB-AM










1998


News/Talk


35-64



1.0



25
(t)


1.3



22
(t)Los Angeles


2



1KKBT-FM










2000


Urban Contemporary


18-34



2.8



11



3.8



10Miami


12



11WTPS-AM(4)










2000


News/Talk


35-64



n/a



n/a



n/a



n/aHouston


7



9KMJQ-FM










2000


Urban AC


25-54



5.9



2



7.0



1KBXX-FM










2000


Urban Contemporary


18-34



5.7



3
(t)


9.4



1KROI-FM(5)










2004


Mexican Regional


25-54



1.3



23



1.4



23Dallas


5



5KBFB-FM










2000


Urban Contemporary


18-34



3.8



6



5.5



5KSOC-FM










2001


Urban AC


25-54



1.4



26



1.6



24Baltimore


20



20WERQ-FM










1993


Urban Contemporary


18-34



8.9



1



18.3



1WWIN-FM










1992


Urban AC


25-54



6.2



4



7.3



3WOLB-AM










1992


News/Talk


35-64



0.3



20
(t)


0.2



20
(t)WWIN-AM










1993


Contemporary Inspirational


35+



0.5



18
(t)


0.6



19St. Louis


19



21WFUN-FM(6)










1999


Urban AC


25-54



3.2



13
(t)


3.8



11WHHL-FM(7)













Urban Contemporary


18-34



2.9



13
(t)


5.1



6Cleveland


25



24WENZ-FM










1999


Urban Contemporary


18-34



5.7



5



13.0



1WERE-AM










1999


News/Talk


35-64



0.3



21
(t)


0.4



21WZAK-FM










2000


Urban AC


25-54



5.7



5



7.0



4WJMO-AM










2000


Contemporary Inspirational


35-64



1.6



17



1.7



14Charlotte


36



30WQNC-FM(8)










2000


Urban AC


25-54



3.3



14
(t)


3.9



12WPZS-FM(9)










2004


Contemporary Inspirational


25-54



3.7



11
(t)


4.1



10Richmond


56



47WCDX-FM










2001


Urban Contemporary


18-34



6.2



8



12.9



2WPZZ-FM(10)










1999


Contemporary Inspirational


25-54



6.8



6



7.2



5WKJS-FM(11)










2001


Urban AC


25-54



7.2



4



8.9



2WKJM-FM(12)










2001


Urban AC


25-54



1.8



15
(t)


2.1



14WROU-AM(13)










2001


News/Talk


35-64



0.4



21
(t)


0.2



21
(t) 9




---



##### 



Four Book AverageAudience


Audience


Audience


AudienceMarket Rank










Share in


Rank in


Share in


Rank in2005


2005










12+


12+


Target


TargetMetro


Radio


Year




Target Age


Demo-


Demo-


Demo-


Demo-Market

Population


Revenue


Acquired


Format

Demographic


Graphic


Graphic


Graphic


GraphicRaleigh-Durham


43



36WQOK-FM










2000


Urban Contemporary


18-34



7.1



2



13.0



1WFXK-FM










2000


Urban AC


25-54



3.4



12
(t)


4.0



11
(t)WFXC-FM










2000


Urban AC


25-54



2.5



13
(t)


4.1



10
(t)WNNL-FM










2000


Contemporary Inspirational


25-54



5.4



4



5.5



5Boston


9



8WILD-FM










1999


Urban AC


18-54



1.9



17
(t)


1.8



18
(t)WILD-AM










2001


News/Talk


35-64



1.4



20
(t)


1.6



20Cincinnati


27



22WIZF-FM










2001


Urban Contemporary


18-34



4.6



9



7.5



3WDBZ-AM(14)










n/a


News/Talk


35-64



1.2



17
(t)


1.5



15
(t)Columbus


35



27WCKX-FM










2001


Urban Contemporary


18-34



7.3



4



13.0



2WXMG-FM










2001


R&B/Oldies


25-54



4.3



7



5.0



8WJYD-FM










2001


Contemporary Inspirational


25-54



1.2



20
(t)


1.2



19
(t)Indianapolis(15)


41



32WHHH-FM










2000


Rhythmic CHR


18-34



7.0



3



13.6



1WTLC-FM










2000


Urban AC


25-54



4.8



6



5.1



6WYJZ-FM










2000


NAC/Jazz


25-54



3.0



14



2.7



16
(t)WTLC-AM










2001


Contemporary Inspirational


25-54



2.0



18



1.3



20
(t)Minneapolis


16



17KTTB-FM










2001


Rhythmic CHR


18-34



3.2



13



6.6



5Augusta(16)


109



125WAEG-FM










2000


Modern Rock


18-34



2.0



17
(t)


4.4



10WTHB-FM










2000


Contemporary Inspirational


25-54



3.4



10



4.0



11WAKB-FM










2000


Urban AC


25-54



4.9



9



6.3



5WFXA-FM










2000


Urban Contemporary


18-34



5.8



8



10.6



2
(t)WTHB-AM










2000


Contemporary Inspirational


25-54



0.4



22



0.3



19
(t)Louisville


55



46WDJX-FM










2001


CHR


18-34



4.3



7



8.3



3WLRX-FM(17)










2003


Modern Rock


18-54



1.5



17



1.6



15WGZB-FM










2001


Urban Contemporary


18-34



6.0



4



10.7



2WXMA-FM










2001


Hot AC


25-54



2.8



12



3.8



10WMJM-FM










2001


R&B/Oldies


25-54



4.7



5



5.3



6
(t)WLRS-FM










2001


Modern Rock


18-34



1.9



16
(t)


4.0



10Dayton


58



54WGTZ-FM










2001


CHR


18-34



3.3



9



6.4



6WDHT-FM










2001


Urban Contemporary


18-34



5.5



6



10.5



12WING-AM










2001


News/Talk


35-64



1.2



19
(t)


1.5



16WKSW-FM










2001


Country


25-54



1.6



16



1.5



16WROU-FM(18)










2003


Urban AC


25-54



4.7



7



5.0



5          (1)
    
    WPPZ-FM
    (formerly known as WPHI-FM).(2)
    
    WPHI-FM
    (formerly known as WPLY-FM).(3)
    
    WRNB-FM
    (formerly known as
    WPPZ-FM,
    formerly known as WSNJ-FM).(4)
    
    WTPS-AM
    (formerly known as
    WVCG-AM). We
    do not subscribe to the Arbitron service for this market.(5)
    
    KROI-FM
    (formerly known as KRTS-FM).(6)
    
    WFUN-FM
    changed format from Urban Contemporary to Urban AC in December
    2004.(7)
    
    WHHL-FM
    (formerly known as WRDA-FM). We operate
    WHHL-FM
    pursuant to a local marketing agreement. Audience share and
    audience rank data are based on the Arbitron Fall 2005 survey
    only.(8)
    
    WQNC-FM
    (formerly known as WCHH-FM).(9)
    
    WPZS-FM
    (formerly known as WABZ-FM). 10




---



##### 



(10)
    
    WPZZ-FM
    (formerly known as WKJS-FM).(11)
    
    WKJS-FM
    (formerly known as WJMO-FM).(12)
    
    WKJM-FM
    (formerly known as WPZZ-FM).(13)
    
    WROU-AM
    (formerly known as
    WGCV-AM).(14)
    
    We operate
    WDBZ-AM
    pursuant to a local marketing agreement.(15)
    
    WDNI-LP, the low power television
    station that we acquired in Indianapolis in June 2000, is not
    included in this table.(16)
    
    For the Augusta market, Arbitron
    issues its radio market survey reports on a semi-annual basis,
    rather than a quarterly basis as in our other markets.(17)
    
    WLRX-FM
    (formerly known as WEGK-FM).(18)
    
    WROU-FM
    (formerly known as WRNB-FM).  Advertising
    Revenue
      
    a radio stations audience share within the demographic
    groups targeted by the advertisers;
    the number of radio stations in the market competing for the
    same demographic groups; and
    the supply and demand for radio advertising time.      Strategic
    Diversification
  African-American African-American African-American
  
    TV One, which operates a cable television network offering
    programming targeted primarily towards
    African-American
    viewers (see discussion below);
    iBiquity Digital Corporation (iBiquity), a leading
    developer of in-band on-channel digital broadcast technology.  African-American
 11




---



##### 



Competition
      
    satellite delivered digital audio radio service, which has
    resulted in the introduction of several new satellite radio
    services with sound quality equivalent to that of compact discs;
    audio programming by cable television systems, direct broadcast
    satellite systems, Internet content providers and other digital
    audio broadcast formats; and
    digital audio and video content available for listening
    and/or
    viewing on the Internet
    and/or
    available for downloading to portable devices.   12




---



##### 



Antitrust
    Regulation
    Hart-Scott-Rodino and/or Hart-Scott-Rodino Hart-Scott-Rodino Hart-Scott-Rodino
    Federal
    Regulation of Radio Broadcasting
    
    assigns frequency bands for radio broadcasting;
    determines the particular frequencies, locations, operating
    power, interference standards and other technical parameters of
    radio broadcast stations; 13




---



##### 




    issues, renews, revokes and modifies radio broadcast station
    licenses;
    imposes annual regulatory fees and application processing fees
    to recover its administrative costs;
    establishes technical requirements for certain transmitting
    equipment to restrict harmful emissions;
    adopts and implements regulations and policies that directly or
    indirectly affect the ownership, operation, program content and
    employment and business practices of radio broadcast
    stations; and
    has the power to impose penalties, including monetary
    forfeitures, for violations of its rules and the Communications
    Act.      and/or
    
    changes to the license authorization and renewal process;
    proposals to impose spectrum use or other fees on FCC licensees;
    changes to rules relating to political broadcasting including
    proposals to grant free air time to candidates, and other
    changes regarding political and non-political program content,
    funding, political advertising rates, and sponsorship
    disclosures;
    proposals to restrict or prohibit the advertising of beer, wine
    and other alcoholic beverages;
    proposals regarding the regulation of the broadcast of indecent
    or violent content;
    proposals to increase the actions stations must take to
    demonstrate service to their local communities;
    technical and frequency allocation matters;
    changes in broadcast multiple ownership, foreign ownership,
    cross-ownership and ownership attribution policies;
    changes to allow satellite radio operators to insert local
    content into their programming service; 14




---



##### 




    changes to allow telephone companies to deliver audio and video
    programming to homes in their service areas; and
    proposals to alter provisions of the tax laws affecting
    broadcast operations and acquisitions.      FCC License Grants and Renewals.
    
    the radio station has served the public interest, convenience
    and necessity;
    there have been no serious violations by the licensee of the
    Communications Act or FCC rules and regulations; and
    there have been no other violations by the licensee of the
    Communications Act or FCC rules and regulations which, taken
    together, indicate a pattern of abuse.    Types of FCC Broadcast Licenses.
   15




---



##### 



Radio Ones Licenses.
  AntennaERP (FM)


Height (AM)Station Call

Year of




Power (AM)


HAAT (FM)


Operating

Expiration DateMarket

Letters

Acquisition


FCC Class

in Kilowatts


in Meters


Frequency

of FCC LicenseAtlanta

WPZE-FM


1999


C3


7.9



175.0


97.5 MHz


04/01/2012WJZZ-FM


1999


C3


21.5



110.0


107.5 MHz


04/01/2012WHTA-FM


2002


C2


27.0



176.0


107.9 MHz


04/01/2012WAMJ-FM


2004


A


3.0



143.0


102.5 MHz


04/01/2012Washington, DC

WOL-AM


1980


C


1.0



90.8


1450 kHz


10/01/2011WMMJ-FM


1987


A


2.9



146.0


102.3 MHz


10/01/2011WKYS-FM


1995


B


24.5



215.0


93.9 MHz


10/01/2011WYCB-AM


1998


C


1.0



81.9


1340 kHz


10/01/2011Philadelphia

WPPZ-FM(1)


1997


A


0.34



305.0


103.9 MHz


08/01/2006WPHI-FM(2)


2000


B


35.0



183.0


100.3 MHz


08/01/2006WRNB-FM(3)


2004


A


0.78



276.0


107.9 MHz


06/01/2006
*Detroit

WDMK-FM


1998


B


20.0



221.0


105.9 MHz


10/01/2004
*WCHB-AM


1998


B


50.0



71.1


1200 kHz


10/01/2012
*WHTD-FM


1998


B


50.0



152.0


102.7 MHz


10/01/2012Los Angeles

KKBT-FM(4)


2000


B


5.3



916.0


100.3 MHz


12/01/2005
*Miami

WTPS-AM(6)


2000


B


50.0



90.0


1080 kHz


02/01/2012Houston

KMJQ-FM


2000


C


100.0



524.0


102.1 MHz


08/01/2013KBXX-FM


2000


C


100.0



585.0


97.9 MHz


08/01/2013KROI-FM(5)


2004


C1


21.4



526.0


92.1 MHz


08/01/2013Dallas

KBFB-FM


2000


C


100.0



491.0


97.9 MHz


08/01/2013KSOC-FM


2001


C


78.0



591.0


94.5 MHz


08/01/2013Baltimore

WWIN-AM


1992


C


0.5



146.0


1400 kHz


10/01/2011WWIN-FM


1992


A


3.0



91.0


95.9 MHz


10/01/2011WOLB-AM


1993


D


0.25



103.5


1010 kHz


10/01/2011WERQ-FM


1993


B


37.0



174.0


92.3 MHz


10/01/2011St. Louis

WFUN-FM


1999


C3


24.5



102.0


95.5 MHz


12/01/2004
*WHHL-FM(7)





C2


39.0



168.0


104.1 MHz


12/01/2012Cleveland

WERE-AM


1999


B


5.0



200.0


1300 kHz


10/01/2012WENZ-FM


1999


B


16.0



272.0


107.9 MHz


10/01/2012WZAK-FM


2000


B


27.5



189.0


93.1 MHz


10/01/2012WJMO-AM


2000


C


1.0



190.9


1490 kHz


10/01/2012Charlotte

WQNC-FM(8)


2000


A


6.0



100.0


92.7 MHz


12/01/2011WPZS-FM(9)


2004


A


6.0



100.0


100.9 MHz


12/01/2011Richmond

WPZZ-FM(10)


1999


C1


100.0



299.0


104.7 MHz


10/01/2011WCDX-FM


2001


B1


4.5



235.0


92.1 MHz


10/01/2011WKJM-FM(11)


2001


A


6.0



100.0


99.3 MHz


10/01/2011WKJS-FM(12)


2001


A


2.3



162.0


105.7 MHz


10/01/2011WROU-AM(13)


2001


C


1.0



181.5


1240 kHz


10/01/2011Raleigh-Durham

WQOK-FM


2000


C1


100.0



299.0


97.5 MHz


10/01/2011WFXK-FM


2000


C1


100.0



299.0


104.3 MHz


12/01/2011WFXC-FM


2000


A


2.6



153.0


107.1 MHz


12/01/2011WNNL-FM


2000


C3


7.9



176.0


103.9 MHz


12/01/2011Boston

WILD-FM


1999


A


1.7



176.0


97.7 MHz


04/01/2006
*WILD-AM


2001


D


5.0



78.0


1090 kHz


04/01/2006
*Cincinnati

WIZF-FM


2001


A


1.25



155.0


100.9 MHz


08/01/2012WDBZ-AM(14)





C


1.0



89.6


1230kHz


10/01/2012 16




---



##### 



AntennaERP (FM)


Height (AM)Station Call

Year of




Power (AM)


HAAT (FM)


Operating

Expiration DateMarket

Letters

Acquisition


FCC Class

in Kilowatts


in Meters


Frequency

of FCC LicenseColumbus

WCKX-FM


2001


A


1.9



126.0


107.5 MHz


10/01/2012WXMG-FM


2001


A


2.6



154.0


98.9 MHz


10/01/2012WJYD-FM


2001


A


6.0



100.0


106.3 MHz


10/01/2012Indianapolis

WHHH-FM


2000


A


3.3



87.0


96.3 MHz


08/01/2012WTLC-FM


2000


A


3.0



100.0


106.7 MHz


08/01/2012WYJZ-FM


2000


A


6.0



100.0


100.9 MHz


08/01/2012WTLC-AM


2001


B


5.0



221.0


1310 kHz


08/01/2012Minneapolis

KTTB-FM


2001


C1


100.0



176.0


96.3 MHz


04/01/2005
*Augusta

WAEG-FM


2000


A


3.0



100.0


92.3 MHz


04/01/2012WTHB-FM


2000


A


6.0



100.0


100.9 MHz


04/01/2012WAKB-FM


2000


C3


0.75



416.0


96.9 MHz


04/01/2012WFXA-FM


2000


A


6.0



92.0


103.1 MHz


04/01/2012WTHB-AM


2000


D


5.0



154.9


1550 kHz


04/01/2012Louisville

WDJX-FM


2001


B


24.0



218.0


99.7 MHz


08/01/2012WLRX-FM(15)


2003


A


3.0



100.0


104.3 MHz


08/01/2012WGZB-FM


2001


A


1.6



194.0


96.5 MHz


08/01/2012WXMA-FM


2001


A


6.0



87.0


102.3 MHz


08/01/2012WMJM-FM


2001


A


2.0



59.0


101.3 MHz


08/01/2012WLRS-FM


2001


A


2.2



136.0


105.1 MHz


08/01/2012Dayton

WGTZ-FM


2001


B


40.0



168.0


92.9 MHz


10/01/2004
*WDHT-FM


2001


B


50.0



150.0


102.9 MHz


10/01/2004
*WING-AM


2001


B


5.0



200.0


1410 kHz


10/01/2004
*WKSW-FM


2001


A


3.2



124.0


101.7 MHz


10/01/2012WROU-FM(16)


2003


A


0.89



182.0


92.1 MHz


10/01/2004
*     (1)
    
    WPPZ-FM
    (formerly known as WPHI-FM).
    WPPZ-FM
    operates with facilities equivalent to 3kW at 100 meters.(2)
    
    WPHI-FM
    (formerly known as WPLY-FM).(3)
    
    WRNB-FM
    (formerly known as
    WPPZ-FM,
    formerly known as
    WSNJ-FM, and
    formerly licensed to Bridgeton, NJ). The FCC granted authority
    to change the community of license to Pennsauken, NJ and we
    relocated the operations of the stations to serve the greater
    Philadelphia market.(4)
    
    We also hold a license for K261AB,
    a translator for KKBT-FM.(5)
    
    KROI-FM
    (formerly known as KRTS-FM).(6)
    
    WTPS-AM
    (formerly known as
    WVCG-AM).(7)
    
    WHHL-FM
    (formerly known as WRDA-FM). We operate
    WHHL-FM
    pursuant to a local marketing agreement.(8)
    
    WQNC-FM
    (formerly known as WCHH-FM).(9)
    
    WPZS-FM
    (formerly known as WABZ-FM).(10)
    
    WPZZ-FM
    (formerly known as WKJS-FM).(11)
    
    WKJM-FM
    (formerly known as WPZZ-FM).(12)
    
    WKJS-FM
    (formerly known as WJMO-FM).(13)
    
    WROU-AM
    (formerly known as
    WGCV-AM).(14)
    
    We operate
    WDBZ-AM
    pursuant to a local marketing agreement.(15)
    
    WLRX-FM
    (formerly known as WEGK-FM).(16)
    
    WROU-FM
    (formerly known as WRNB-FM).*
    
    Renewal of the license is currently
    pending before the FCC.   17




---



##### 



non-U.S. citizens non-U.S. corporations. non-U.S. citizens.
        
    radio broadcast stations above certain numerical limits serving
    the same local market;
    radio broadcast stations combined with television broadcast
    stations above certain numerical limits serving the same local
    market (radio/television cross ownership); and
    a radio broadcast station and an English-language daily
    newspaper serving the same local market (newspaper/broadcast
    cross-ownership).   18




---



##### 




    in a radio market with 45 or more commercial radio stations, a
    party may own, operate or control up to eight commercial radio
    stations, not more than five of which are in the same service
    (AM or FM).
    in a radio market with 30 to 44 commercial radio stations, a
    party may own, operate or control up to seven commercial radio
    stations, not more than four of which are in the same service
    (AM or FM).
    in a radio market with 15 to 29 commercial radio stations, a
    party may own, operate or control up to six commercial radio
    stations, not more than four of which are in the same service
    (AM or FM).
    in a radio market with 14 or fewer commercial radio stations, a
    party may own, operate or control up to five commercial radio
    stations, not more than three of which are in the same service
    (AM or FM), except that a party may not own, operate, or control
    more than 50% of the radio stations in such market.  Hart-Scott-Rodino
       19




---



##### 




    enforcement of a more narrow market definition based upon
    Arbitron markets could have an adverse effect on our ability to
    accumulate stations in a given area or to sell a group of
    stations in a local market to a single entity.
    restricting the assignment and transfer of control of radio
    combinations that exceed the new ownership limits as a result of
    the revised local market definitions could adversely affect our
    ability to buy or sell a group of stations in a local market
    from or to a single entity.
    attributing joint sales agreements for multiple
    ownership purposes could limit our ability to buy or sell time
    on certain stations.
    in general terms, future changes in the way the FCC defines
    markets or determines excess market concentration for purposes
    of the broadcast multiple ownership rules, could limit our
    ability to acquire new stations in certain markets, our ability
    to operate stations pursuant to certain agreements, and our
    ability to improve the coverage contours of our existing
    stations.  Programming and Operations.
       20




---



##### 



Employees
    Corporate
    Governance
  Code of Ethics. www.radio-one.com.
  Audit Committee Charter. www.radio-one.com.
  Environmental
    Seasonality
    Internet
    Address and Internet Access to SEC Reports
  www.radio-one.com. Form 10-K, Form 10-Q, Form 8-K, Form 10-K.
  ITEM 1A.
    RISK
    FACTORS    Our
    revenues are substantially dependent on spending by advertisers,
    and a decrease in such spending would adversely affect our
    revenue and operating results.
   21




---



##### 



We may
    lose audience share and advertising revenue to competing radio
    stations or other media competitors.
    If we
    are unable to successfully identify, acquire and integrate
    businesses pursuant to our diversification strategy, our
    business and prospects may be adversely impacted.
    We
    must respond to the rapid changes in technology, services and
    standards, which characterize our industry in order to remain
    competitive.
    
    satellite delivered digital audio radio service, which has
    resulted in the introduction of several new satellite radio
    services with sound quality equivalent to that of compact discs;
    audio programming by cable television systems, direct broadcast
    satellite systems, Internet content providers and other digital
    audio broadcast formats; and
    digital audio and video content available for listening
    and/or
    viewing on the Internet
    and/or
    available for downloading to portable devices.    The
    loss of key personnel, including on-air talent, could disrupt
    the management and operations of our business.
   22




---



##### 



Our
    growth strategy could be hampered by a lack of attractive
    opportunities or other risks associated with integrating the
    operations, systems and management of the radio stations we
    acquire.
    
    increases in prices for radio stations due to increased
    competition for acquisition opportunities;
    reduction in the number of suitable acquisition targets;
    failure or unanticipated delays in completing acquisitions due
    to difficulties in obtaining required regulatory approval,
    including possible difficulties in obtaining antitrust approval
    for acquisitions in markets where we already own multiple
    stations or potential delays resulting from the uncertainty
    arising from legal challenges to the FCCs adoption of new
    broadcast ownership rules;
    difficulty in integrating operations and systems and managing a
    large and geographically diverse group of radio stations;
    failure of some acquisitions to prove profitable or generate
    sufficient cash flow;
    issuance of large amounts of common stock in order to purchase
    radio stations;
    need to finance acquisitions through funding from the debt
    markets; and
    inability to finance acquisitions on acceptable terms.  Our
    business depends on maintaining our licenses with the FCC. We
    could be prevented from operating a radio station if we fail to
    maintain its license.
    There
    is significant uncertainty regarding the FCCs media
    ownership rules, and such rules could restrict our ability to
    acquire radio stations.
   23




---



##### 



radio-TV
      non-U.S. ownership
  Increased
    enforcement by FCC of its indecency rules against the broadcast
    industry.
    Two
    common stockholders have a majority voting interest in Radio One
    and have the power to control matters on which our common
    stockholders may vote, and their interests may conflict with
    yours.
   24




---



##### 



Our
    substantial level of debt could limit our ability to grow and
    compete.
    
    obtain additional financing for working capital, capital
    expenditures, acquisitions, debt payments or other corporate
    purposes;
    have sufficient funds available for operations, future business
    opportunities or other purposes;
    compete with competitors that have less debt than we do; and
    react to changing market conditions, changes in our industry and
    economic downturns.    ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES        ITEM 3.
    LEGAL
    PROCEEDINGS  01-CV-10160.
 25




---



##### 



ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   26




---



##### 



PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES  Price
    Range of Our Class A and Class D Common
    Stock
    High


Low2005First Quarter

$
16.48


$
13.04Second Quarter


15.08



12.29Third Quarter


14.59



12.46Fourth Quarter


13.25



10.212004First Quarter

$
20.00


$
17.55Second Quarter


20.30



15.12Third Quarter


16.56



14.07Fourth Quarter


16.38



13.02     High


Low2005First Quarter

$
16.43


$
13.06Second Quarter


15.05



12.30Third Quarter


14.59



12.46Fourth Quarter


13.25



10.222004First Quarter

$
19.83


$
17.55Second Quarter


20.24



15.01Third Quarter


16.50



14.08Fourth Quarter


16.36



13.01     MaximumTotal Number of


Approximate DollarShares Purchased


Value of SharesTotal Number of





as Part of Publicly


that May Yet beShares


Average Price


Announced Plans


Purchased Under thePurchased(1)


Paid per Share


or Programs


Plans or ProgramsNovember 2005


330,445 Class A


$
10.78



330,445November 2005


3,043,526 Class D


$
10.80



3,043,526Total


3,373,971







3,373,971


$
72,343,732     (1)
    
    In May 2005, the Companys board of directors authorized a
    stock repurchase program for up to $150.0 million of the
    Companys Class A and Class D common stock over a
    period of 18 months, with the amount and timing of
    repurchases based on stock price, general economic and market
    conditions, certain restrictions contained in 27




---



##### 



the Credit Agreement governing the Companys credit
    facilities and subordinated debt and certain other factors. The
    repurchase program does not obligate the Company to repurchase
    any of its common stock and may be discontinued or suspended at
    any time.  Dividends
   Long-Term Debt.
  Number of
    Stockholders
    ITEM 6.
    SELECTED
    FINANCIAL DATA  Goodwill and Other
    Intangible Assets,
  Year Ended
    December 31,(1)2005


2004


2003


2002


2001(In thousands, except share
    data)Statements of Income:Net broadcast revenue

$
371,134


$
319,761


$
303,150


$
295,851


$
243,804Programming and technical expenses


70,376



53,358



51,496



49,582



40,791Selling, general and
    administrative expenses


116,969



91,517



92,157



94,884



79,672Corporate expenses


24,286



16,658



14,334



13,765



10,065Depreciation and amortization


16,590



16,934



18,078



17,640



129,723Operating income (loss)


142,913



141,294



127,085



119,980



(16,447
)Interest
    expense(2)


63,011



39,611



41,438



59,143



63,358Equity in loss of affiliated
    company


1,846



3,905



2,123







Gain on sale of assets, net














133



4,224Other income, net


1,345



2,541



2,721



1,213



991Income tax provision (benefit)


27,003



38,717



32,462



25,282



(24,550
)Minority interest in income of
    subsidiary


1,868















Income (loss) before extraordinary
    item and cumulative effect of accounting change


50,530



61,602



53,783



36,901



(50,040
)Extraordinary loss, net of tax


















5,207 28




---



##### 



Year Ended
    December 31,(1)2005


2004


2003


2002


2001(In thousands, except share
    data)Cumulative effect of a change in
    accounting principle, net of tax














29,847



Net income (loss)


50,530



61,602



53,783



7,054



(55,247
)Preferred stock dividend


2,761



20,140



20,140



20,140



20,140Net income (loss) applicable to
    common stockholders

$
47,769


$
41,462


$
33,643


$
(13,086
)

$
(75,387
)Net income (loss) per common
    share  basic:Income (loss) before extraordinary
    item and cumulative effect of a change in accounting
    principle(3)

$
0.46


$
0.40


$
0.32


$
0.16


$
(0.78
)Extraordinary item


















(0.05
)Cumulative effect of a change in
    accounting principle














(0.29
)


Net income (loss) applicable to
    common stockholders per share

$
0.46


$
0.40


$
0.32


$
(0.13
)

$
(0.83
)Net income (loss) per common
    share  diluted:Income (loss) before extraordinary
    item and cumulative effect of a change in accounting
    principle(3)

$
0.46


$
0.39


$
0.32


$
0.16


$
(0.78
)Extraordinary item


















(0.05
)Cumulative effect of a change in
    accounting principle














(0.29
)


Net income (loss) applicable to
    common stockholders per share

$
0.46


$
0.39


$
0.32


$
(0.13
)

$
(0.83
)Pro Forma
    Amounts:(4)Net income

$
50,530


$
61,602


$
53,783


$
36,901


$
21,302Net income applicable to common
    stockholders


47,769



41,462



33,643



16,761



1,162Net income per share applicable to
    common stockholders  basic


0.46



0.40



0.32



0.16



0.01Net income per share applicable to
    common stockholders  diluted


0.46



0.39



0.32



0.16



0.01Statement of Cash
    Flows:Cash flows from (used
    in) Operating activities

$
101,631


$
123,719


$
109,720


$
70,821


$
59,783Investing activities


(28,305
)


(155,498
)


(44,357
)


(105,277
)


(146,928
)Financing activities


(64,636
)


4,160



(72,768
)


47,756



98,381Other Data:Cash interest
    expense(5)

$
58,840


$
37,909


$
39,743


$
57,089


$
61,371Capital expenditures


15,737



12,979



11,382



10,971



9,283 29




---



##### 



Year Ended
    December 31,(1)2005


2004


2003


2002


2001(In thousands, except share
    data)Balance Sheet Data:Cash and cash equivalents

$
19,081


$
10,391


$
38,010


$
45,415


$
32,115Short-term investments






10,000



40,700



40,700



Intangible assets, net


2,013,480



1,931,045



1,782,258



1,776,626



1,776,201Total assets


2,201,380



2,111,141



2,001,461



1,984,360



1,923,915Total debt (including current
    portion)


952,520



620,028



597,535



650,001



780,022Total liabilities


1,777,983



782,696



723,042



740,337



870,968Total stockholders equity


1,020,541



1,328,445



1,278,419



1,244,023



1,052,947    (1)
    
    Year-to-year
    comparisons are significantly affected by Radio Ones
    acquisitions during the periods covered.(2)
    
    Interest expense includes non-cash interest, such as the
    accretion of principal, the amortization of discounts on debt
    and the amortization of deferred financing costs.(3)
    
    Income (loss) before extraordinary item and cumulative effect of
    a change in accounting principle is the reported amount, less
    dividends paid on Radio Ones preferred securities.(4)
    
    The pro forma amounts summarize the effect of
    SFAS No. 142 as of the beginning of the periods
    presented. For 2001, the net loss is adjusted to eliminate the
    amortization expense recognized in those periods related to
    goodwill and radio broadcasting licenses, as these
    indefinite-lived assets are no longer amortized under
    SFAS No. 142. The adjusted amounts do not include any
    adjustments for potential impairment of Radio Ones
    indefinite-lived assets that could have resulted if Radio One
    had adopted SFAS No. 142 as of the beginning of the
    years presented and performed the required impairment test under
    this standard.  (5)
    
    Cash interest expense is calculated as interest expense less
    non-cash interest, including the accretion of principal, the
    amortization of discounts on debt and the amortization of
    deferred financing costs for the indicated period.  ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  The following information should be read in conjunction with
    Selected Financial Data and the Consolidated
    Financial Statements and Notes thereto included elsewhere in
    this report.
  Overview
        African-American
 30




---



##### 



Results
    of Operations
  Revenue
          Expenses
      Measurement
    of Performance
    Net broadcast revenue:
 31




---



##### 



Station operating income:
  Station operating income
    margin:
  EBITDA:
 32




---



##### 



Summary
    of Performance
    Year Ended
    December 31,2005


2004


2003(In thousands, except margin
    data)Net broadcast revenue

$
371,134


$
319,761


$
303,150Station operating income(1)


183,848



175,690



159,497Station operating income margin


50
%


55
%


53
%EBITDA(2)


155,706



154,340



143,173Net income


50,530



61,602



53,783     (1)
    
    The reconciliation of net income to station operating income is
    as follows:  Year Ended
    December 31,2005


2004


2003(In thousands)Net income as reported

$
50,530


$
61,602


$
53,783Add back non-station operating
    income items included in net income:Interest income


(1,428
)


(2,524
)


(2,588
)Interest expense


63,011



39,611



41,438Provision for income taxes


27,003



38,717



32,462Corporate expenses, excluding
    non-cash compensation


22,587



15,049



12,589Non-cash compensation


1,758



2,413



1,745Equity in loss of affiliated
    company


1,846



3,905



2,123Other expense (income), net


83



(17
)


(133
)Minority interest in income of
    subsidiary


1,868







Depreciation and amortization


16,590



16,934



18,078Station operating income

$
183,848


$
175,690


$
159,497   (2)
    
    The reconciliation of net income to EBITDA is as follows:  Year Ended
    December 31,2005


2004


2003(In thousands)Net income as reported

$
50,530


$
61,602


$
53,783Add back non-EBITDA items included
    in net income:Interest income


(1,428
)


(2,524
)


(2,588
)Interest expense


63,011



39,611



41,438Provision for income taxes


27,003



38,717



32,462Depreciation and amortization


16,590



16,934



18,078EBITDA

$
155,706


$
154,340


$
143,173  33




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  RESULTS
    OF OPERATIONS
    Year
    Ended December 31, 2005 Compared to Year Ended
    December 31, 2004 (In thousands)
  Year Ended
    December 31,2005


2004


Increase/(Decrease)Statements of Income:Net broadcast revenue

$
371,134


$
319,761


$
51,373



16.1
%Operating expenses:Programming and technical,
    excluding non-cash compensation


70,326



52,554



17,772



33.8Selling, general and
    administrative, excluding non-cash compensation


116,960



91,517



25,443



27.8Corporate expenses, excluding
    non-cash compensation


22,587



15,049



7,538



50.1Non-cash compensation


1,758



2,413



(655
)


(27.1
)Depreciation and amortization


16,590



16,934



(344
)


(2.0
)Total operating expenses


228,221



178,467



49,754



27.9Operating income


142,913



141,294



1,619



1.1Interest income


1,428



2,524



(1,096
)


(43.4
)Interest expense


63,011



39,611



23,400



59.1Other (expense) income, net


(83
)


17



(100
)


(588.2
)Equity in loss of affiliated
    company


1,846



3,905



(2,059
)


(52.7
)Income before provision for income
    taxes and minority interest in income of subsidiary


79,401



100,319



(20,918
)


(20.9
)Income tax provision


27,003



38,717



(11,714
)


(30.3
)Minority interest in income of
    subsidiary


1,868







1,868



Net income


50,530



61,602



(11,072
)


(18.0
)Preferred stock dividend


2,761



20,140



(17,379
)


(86.3
)Net income applicable to common
    stockholders

$
47,769


$
41,462


$
6,307



15.2
%   Net
    broadcast revenue
  Year Ended December
    31,2005

2004


Increase/(Decrease)$371,134

$
319,761


$
51,373



16.1
%    34




---



##### 



Operating
    expenses
  Programming
    and technical, excluding non-cash compensation
  Year Ended December
    31,2005

2004


Increase/(Decrease)$70,326

$
52,554


$
17,772



33.8
%     Selling,
    general and administrative, excluding non-cash
    compensation
  Year Ended December
    31,2005

2004


Increase/(Decrease)$116,960

$
91,517


$
25,443



27.8
%     Corporate
    expenses, excluding non-cash compensation
  Year Ended December
    31,2005

2004


Increase/(Decrease)$22,587

$
15,049


$
7,538



50.1
%    35




---



##### 



Depreciation
    and amortization
  Year Ended December
    31,2005

2004


Increase/(Decrease)$16,590

$
16,934


$
(344
)


(2.0
)%     Interest
    income
  Year Ended December
    31,2005

2004


Increase/(Decrease)$1,428

$
2,524


$
(1,096
)


(43.4
)%     Interest
    expense
  Year Ended December
    31,2005

2004


Increase/(Decrease)$63,011

$
39,611


$
23,400



59.1
%   1 2
  Equity
    in loss of affiliated company
  Year Ended December
    31,2005

2004


Increase/(Decrease)$1,846

$
3,905


$
(2,059
)


(52.7
)%     Provision
    for income taxes
  Year Ended December
    31,2005

2004


Increase/(Decrease)$27,003

$
38,717


$
(11,714
)


(30.3
)%  36




---



##### 



® Share-Based Payment,




Minority
    interest in income of subsidiary




|                            |  |      |   |  |                     |   |       |  |  |  |   |  
|--------------------------- |  | ---- | - |  | ------------------- | - | ----- |  |  |  | - | -
|Year Ended December
    31, |  |      |   |  |                     |   |      
|2005                        |  | 2004 |   |  | Increase/(Decrease) |  
|                           
|$1,868                      |  | $    |  |  |                     | $ | 1,868 |  |  |  |  | %





.




Net
    income




|                            |  |      |        |  |                     |   |         |   |  |  |       |   
|--------------------------- |  | ---- | ------ |  | ------------------- | - | ------- | - |  |  | ----- | --
|Year Ended December
    31, |  |      |        |  |                     |   |        
|2005                        |  | 2004 |        |  | Increase/(Decrease) |  
|                           
|$50,530                     |  | $    | 61,602 |  |                     | $ | (11,072 | ) |  |  | (18.0 | )%









Net
    income applicable to common stockholders




|                            |  |      |        |  |                     |   |       |  |  |  |      |  
|--------------------------- |  | ---- | ------ |  | ------------------- | - | ----- |  |  |  | ---- | -
|Year Ended December
    31, |  |      |        |  |                     |   |      
|2005                        |  | 2004 |        |  | Increase/(Decrease) |  
|                           
|$47,769                     |  | $    | 41,462 |  |                     | $ | 6,307 |  |  |  | 15.2 | %





3 8




Other
    Data




Station
    operating income






37



---



##### 



Station
    operating income margin








EBITDA








Year
    Ended December 31, 2004 Compared to Year Ended
    December 31, 2003 (In thousands)




|                                                               |  |                             |         |  |      |   |         |                     |  |   |        |   |  |  |       |  
|-------------------------------------------------------------- |  | --------------------------- | ------- |  | ---- | - | ------- | ------------------- |  | - | ------ | - |  |  | ----- | -
|                                                               |  | Year Ended
    December 31, |         |  |      |   |         |                     | 
|                                                               |  | 2004                        |         |  | 2003 |   |         | Increase/(Decrease) | 
|                                                              
|Statements of Income:                                          |  |                             |         |  |      |   |         |                     |  |   |        |   |  |  |       |  
|Net broadcast revenue                                          |  | $                           | 319,761 |  |      | $ | 303,150 |                     |  | $ | 16,611 |   |  |  | 5.5   | %
|Operating expenses:                                            |  |                             |         |  |      |   |         |                     |  |   |        |   |  |  |       |  
|Programming and technical,
    excluding non-cash compensation |  |                             | 52,554  |  |      |   | 51,496  |                     |  |   | 1,058  |   |  |  | 2.1   |  
|Selling, general and administrative                            |  |                             | 91,517  |  |      |   | 92,157  |                     |  |   | (640   | ) |  |  | (0.7  | )
|Corporate expenses, excluding
    non-cash compensation        |  |                             | 15,049  |  |      |   | 12,589  |                     |  |   | 2,460  |   |  |  | 19.5  |  
|Non-cash compensation                                          |  |                             | 2,413   |  |      |   | 1,745   |                     |  |   | 668    |   |  |  | 38.3  |  
|Depreciation and amortization                                  |  |                             | 16,934  |  |      |   | 18,078  |                     |  |   | (1,144 | ) |  |  | (6.3  | )
|                                                               |  |                             |         |  |      |   |         |                     |  |   |        |   |  |  |       |  
|Total operating expenses                                       |  |                             | 178,467 |  |      |   | 176,065 |                     |  |   | 2,402  |   |  |  | 1.4   |  
|                                                               |  |                             |         |  |      |   |         |                     |  |   |        |   |  |  |       |  
|Operating income                                               |  |                             | 141,294 |  |      |   | 127,085 |                     |  |   | 14,209 |   |  |  | 11.2  |  
|Interest income                                                |  |                             | 2,524   |  |      |   | 2,588   |                     |  |   | (64    | ) |  |  | (2.5  | )
|Interest expense                                               |  |                             | 39,611  |  |      |   | 41,438  |                     |  |   | (1,827 | ) |  |  | (4.4  | )
|Other income, net                                              |  |                             | 17      |  |      |   | 133     |                     |  |   | (116   | ) |  |  | (87.2 | )
|Equity in loss of affiliated
    company                       |  |                             | 3,905   |  |      |   | 2,123   |                     |  |   | 1,782  |   |  |  | 83.9  |  
|                                                               |  |                             |         |  |      |   |         |                     |  |   |        |   |  |  |       |  
|Income before provision for income
    taxes                   |  |                             | 100,319 |  |      |   | 86,245  |                     |  |   | 14,074 |   |  |  | 16.3  |  
|Income tax provision                                           |  |                             | 38,717  |  |      |   | 32,462  |                     |  |   | 6,255  |   |  |  | 19.3  |  
|                                                               |  |                             |         |  |      |   |         |                     |  |   |        |   |  |  |       |  
|Net income                                                     |  |                             | 61,602  |  |      |   | 53,783  |                     |  |   | 7,819  |   |  |  | 14.5  |  
|Preferred stock dividend                                       |  |                             | 20,140  |  |      |   | 20,140  |                     |  |   |       |   |  |  |      |  
|                                                               |  |                             |         |  |      |   |         |                     |  |   |        |   |  |  |       |  
|Net income applicable to common
    stockholders               |  | $                           | 41,462  |  |      | $ | 33,643  |                     |  | $ | 7,819  |   |  |  | 23.2  | %
|                                                               |  |                             |         |  |      |   |         |                     |  |   |        |   |  |  |       |  





Net
    broadcast revenue




|                            |  |      |         |  |                     |   |        |  |  |  |     |  
|--------------------------- |  | ---- | ------- |  | ------------------- | - | ------ |  |  |  | --- | -
|Year Ended December
    31, |  |      |         |  |                     |   |       
|2004                        |  | 2003 |         |  | Increase/(Decrease) |  
|                           
|$319,761                    |  | $    | 303,150 |  |                     | $ | 16,611 |  |  |  | 5.5 | %







38



---



##### 



Operating
    expenses
  Programming
    and technical, excluding non-cash compensation
  Year Ended December
    31,2004

2003


Increase/(Decrease)$52,554

$
51,496


$
1,058



2.1
%     Selling,
    general and administrative
  Year Ended December
    31,2004

2003


Increase/(Decrease)$91,517

$
92,157


$
(640
)


(0.7
)%     Corporate
    expenses, excluding non-cash compensation
  Year Ended December
    31,2004

2003


Increase/(Decrease)$15,049

$
12,589


$
2,460



19.5
%     Non-cash
    compensation
  Year Ended December
    31,2004

2003


Increase/(Decrease)$2,413

$
1,745


$
668



38.3
%    39




---



##### 



Depreciation
    and amortization
  Year Ended December
    31,2004

2003


Increase/(Decrease)$16,934

$
18,078


$
(1,144
)


(6.3
)%     Interest
    expense
  Year Ended December
    31,2004

2003


Increase/(Decrease)$39,611

$
41,438


$
(1,827
)


(4.4
)%     Equity
    in loss of affiliated company
  Year Ended December
    31,2004

2003


Increase/(Decrease)$3,905

$
2,123


$
1,782



83.9
%     Net
    income
  Year Ended December
    31,2004

2003


Increase/(Decrease)$61,602

$
53,783


$
7,819



14.5
%     Net
    income applicable to common stockholders
  Year Ended December
    31,2004

2003


Increase/(Decrease)$41,462

$
33,643


$
7,819



23.2
%   3 8
 40




---



##### 



Other
    Data
  Station
    operating income
    Station
    operating income margin
    EBITDA
    Liquidity
    and Capital Resources
       41




---



##### 



















|                                                                       |  |               |       |  |               |  |      |  
|---------------------------------------------------------------------- |  | ------------- | ----- |  | ------------- |  | ---- | -
|                                                                       |  | Amount        |       |  | Applicable    | 
|Type of Debt                                                           |  | Outstanding   |       |  | Interest Rate | 
|                                                                       |  | (In millions) |       |  |               | 
|                                                                      
|Senior bank term debt (swap
    matures June 16, 2012)(1) (2)          |  | $             | 25.0  |  |               |  | 5.72 | %
|Senior bank term debt (swap
    matures June 16, 2010)(1) (2)          |  |               | 25.0  |  |               |  | 5.52 |  
|Senior bank term debt (swap
    matures June 16, 2008)(1) (2)          |  |               | 25.0  |  |               |  | 5.38 |  
|Senior bank term debt (swap
    matures June 16, 2007)(1) (2)          |  |               | 25.0  |  |               |  | 5.33 |  
|Senior bank term debt (subject to
    variable interest rates)(3)      |  |               | 200.0 |  |               |  | 6.00 |  
|Senior bank revolving debt
    (subject to variable interest rates)(3) |  |               | 152.5 |  |               |  | 6.00 |  
|87/8% Senior
    subordinated notes (fixed rate)                       |  |               | 300.0 |  |               |  | 8.88 |  
|63/8% Senior
    subordinated notes (fixed rate)                       |  |               | 200.0 |  |               |  | 6.38 |  









|    |  |                                                                                                                                                                                                                                                                   
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) |  | A total of $100.0 million is subject to fixed rate swap
    agreements that became effective in June 2005.                                                                                                                                                        
|   
|(2) |  | Under our fixed rate swap agreements, we pay a fixed rate plus a
    spread based on our leverage ratio, as defined in our Credit
    Agreement. That spread is currently set at 1.25% and is
    incorporated into the applicable interest rates set forth above.
|   
|(3) |  | Subject to rolling
    90-day LIBOR
    plus a spread currently at 1.25% and incorporated into the
    applicable interest rate set forth above.                                                                                                                  



3 8 3 8




7 8 7 8


42



---



##### 











|                                                       |  |                |         |   |      |   |          |   |  |  |  | 
|------------------------------------------------------ |  | -------------- | ------- | - | ---- | - | -------- | - |  |  |  | 
|                                                       |  | 2005           |         |   | 2004 |   |          |   | 
|                                                       |  | (In thousands) |         |   |      |  
|                                                      
|Net cash flows from operating
    activities           |  | $              | 101,631 |   |      | $ | 123,719  |   |  |  |  | 
|Net cash flows used in investing
    activities        |  |                | (28,305 | ) |      |   | (155,498 | ) |  |  |  | 
|Net cash flows (used in) from
    financing activities |  |                | (64,636 | ) |      |   | 4,160    |   |  |  |  | 





3 8




WRNB-FM KROI-FM WAMJ-FM, WPZS-FM




3 8 KROI-FM


43



---



##### 







African-American WIFE-FM, WHHL-FM WIFE-FM WHHL-FM,








7 8 3 8








Credit
    Rating Agencies








Impact of
    Recent Accounting Pronouncements




Use of the Residual Method to Value Acquired
    Assets Other than Goodwill.


44



---



##### 



Goodwill and
    Other Intangible Assets.
  Share-Based
    Payment. fair-value-based
    
    A modified prospective method in which compensation
    cost is recognized beginning with the effective date
    (a) based on the requirements of SFAS No. 123(R)
    for all share-based payments granted after the effective date
    and (b) based on the requirements of
    SFAS No. 123(R) for all awards granted to employees
    prior to the effective date of SFAS No. 123(R) that
    remain unvested on the effective date.
    A modified retrospective method which includes the
    requirements of the modified prospective method described above,
    but also permits entities to restate based on the amounts
    previously recognized under SFAS No. 123,
    Accounting for Stock-Based Compensation,for
    purposes of pro forma disclosures for either (a) all prior
    periods presented or (b) prior interim periods of the year
    of adoption.    Accounting Changes and Error
    Corrections, Accounting Changes, Reporting Accounting Changes in Interim Financial
    Statements  An Amendment of APB Opinion
    No. 28
  Critical
    Accounting Policies and Estimates
  Organization and Summary of
    Significant Accounting Policies
  Stock-Based
    Compensation
  Accounting for Stock Issued to
    Employees,
 45




---



##### 



Goodwill
    and Radio Broadcasting Licenses
  Goodwill and
    Other Intangible Assets, Goodwill, Radio Broadcasting Licenses and
    Other Intangible Assets.
  Impairment
    of Long-Lived Assets Excluding Goodwill and Radio Broadcasting
    Licenses
    Allowance
    for Doubtful Accounts
    Revenue
    Recognition
  Revenue Recognition in Financial Statements, Revenue Recognition, Revised and Updated.
 46




---



##### 



Equity
    Accounting
  The Equity Method of Accounting for Investments in
    Common Stock , Consolidation of Variable Interest
    Entities. Investment in
    Affiliated Company
  Contingencies
    and Litigation
    Estimate
    of Effective Tax Rates
    Impact of
    Inflation
    Seasonality
   47




---



##### 



Capital
    and Commercial Commitments
  Long-term
    debt
    3 8 3 8
  7 8 7 8
  Lease
    obligations
    Operating
    Contracts and Agreements
   48




---



##### 



Contractual
    Obligations Schedule
    Payments Due by
    Period(1)Contractual
    Obligations

2006


2007


2008


2009


2010


2011 and Beyond


Total(In thousands)87/8% Senior
    subordinated notes

$



$



$



$



$



$
300,000


$
300,00063/8% Senior
    subordinated notes






















200,000


$
200,000Credit facilities






7,500



37,500



67,500



75,000



265,000



452,500Capital lease obligations


8



6



6















20Other operating contracts/
    agreements(2) (3) (4)


35,732



25,989



20,245



18,098



18,030



43,330



161,424Operating lease obligations


7,399



7,010



6,688



6,092



5,361



18,487



51,037Total

$
43,139


$
40,505


$
64,439


$
91,690


$
98,391


$
826,817


$
1,164,981     (1)
    
    The above amounts do not include interest, which in some cases
    is variable in amount.(2)
    
    Includes employment contracts, severance obligations, on-air
    talent contracts, consulting agreements, equipment rental
    agreements, programming related agreements, and other general
    operating agreements.(3)
    
    Includes a retention bonus of approximately $2.0 million
    pursuant to an employment agreement with the Chief
    Administrative Officer (CAO) for remaining employed
    with the Company through and including October 31, 2008. If
    the CAOs employment ends before October 31, 2008, the
    amount paid will be a pro rata portion of the retention bonus
    based on the number of days of employment between
    October 31, 2004 and October 31, 2008.(4)
    
    Includes a retention bonus of approximately $7.0 million
    pursuant to an employment agreement with the Chief Financial
    Officer (CFO) for remaining employed with the
    Company through and including October 18, 2010. If the
    CFOs employment ends before October 18, 2010, the
    amount paid will be a pro rata portion of the retention bonus
    based on the number of days of employment between
    October 18, 2005 and October 18, 2010.    Off-Balance
    Sheet Arrangements
      Derivative Instruments
   49




---



##### 



ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK            3 8 7 8 7 8
  3 8 7 8
  ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA   50




---



##### 



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  (a)  Evaluation
    of disclosure controls and procedures
  Rule 13a-15(e)
    (b)  Managements
    report on internal control over financial
    reporting
  Form 10-K,
  (c)  Attestation
    report of the independent registered public accounting
    firm
  Form 10-K,
  (d)  Changes
    in internal control over financial reporting
    ITEM
    9B.  OTHER
    INFORMATION   PART III  ITEM 10.
    DIRECTORS
    AND EXECUTIVE OFFICERS OF THE REGISTRANT   51




---



##### 



ITEM 11.
    EXECUTIVE
    COMPENSATION    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS  Regulation S-K
  Equity
    Compensation Plan Information
    Number of SecuritiesRemaining Availablefor Future IssuanceUnder EquityNumber of Securities to be


Weighted-Average Exercise


Compensation PlansIssued Upon Exercise of


Price of Outstanding


(Excluding SecuritiesOutstanding Options,


Options, Warrants


Reflected inPlan Category

Warrants and Rights


and Rights


the First Column)Equity compensation plans
    approved by security holdersRadio One, Inc. Amended and
    Restated 1999 Stock Option and Restricted Stock Grant PlanClass A


58,439


$
8.38



1,250,781Class D


7,193,417


$
14.79



3,022,977Equity compensation plans not
    approved by security holdersNone










Total


7,251,856







4,273,758   ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS    ITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES   52




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##### 



PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES  Financial Statements
  page F-1
                  Form 10-K
  EXHIBITS AND FINANCIAL
    STATEMENTS:
  ExhibitNumber

Description3
.1

Amended and Restated Certificate
    of Incorporation of Radio One, Inc. (dated as of May 4,
    2000), as filed with the State of Delaware on May 9, 2000
    (incorporated by reference to Radio Ones Quarterly Report
    on
    Form 10-Q
    for the period ended March 31, 2000).3
.1.1

Certificate of Amendment (dated as
    of September 21, 2000) of the Amended and Restated
    Certificate of Incorporation of Radio One, Inc. (dated as of
    May 4, 2000), as filed with the State of Delaware on
    September 21, 2000 (incorporated by reference to Radio
    Ones Current Report on
    Form 8-K
    filed October 6, 2000).3
.2

Amended and Restated By-laws of
    Radio One, Inc., amended as of June 5, 2001 (incorporated
    by reference to Radio Ones Quarterly Report on
    Form 10-Q
    filed August 14, 2001).3
.3

Certificate Of Designations,
    Rights and Preferences of the
    61/2% Convertible
    Preferred Securities Remarketable Term Income Deferrable Equity
    Securities (HIGH TIDES) of Radio One, Inc., as filed with the
    State of Delaware on July 13, 2000 (incorporated by
    reference to Radio Ones Quarterly Report on
    Form 10-Q
    for the period ended June 30, 2000).4
.1

Indenture dated May 18, 2001
    among Radio One, Inc., the Guarantors listed therein, and United
    States Trust Company of New York (incorporated by reference to
    Radio Ones Registration Statement on
    Form S-4,
    filed July 17, 2001 (File
    No. 333-65278)).4
.2

First Supplemental Indenture,
    dated August 10, 2001, among Radio One, Inc., the
    Guaranteeing Subsidiaries and other Guarantors listed therein,
    and the Bank of New York, as Trustee, (incorporated by reference
    to the Radio Ones Registration Statement on
    Form S-4,
    filed October 4, 2001 (File
    No. 333-65278)).4
.3

Second Supplemental Indenture
    dated as of December 31, 2001, among Radio One, Inc., the
    Guaranteeing Subsidiaries and other Guarantors listed therein,
    and the Bank of New York, as Trustee, (incorporated by reference
    to Radio Ones registration statement on
    Form S-3,
    filed January 29, 2002 (File
    No. 333-81622)).4
.4

Third Supplemental Indenture dated
    as of July 13, 2003, among Radio One, Inc., the
    Guaranteeing Subsidiaries and other Guarantors listed therein,
    and The Bank of New York, as Trustee, (incorporated by reference
    to Radio Ones Annual Report on
    Form 10-K
    for the period ended December 31, 2003). 53




---



##### 



ExhibitNumber

Description4
.5

Fourth Supplemental Indenture
    dated as of May 18, 2001, among Radio One, Inc., the
    Guaranteeing Subsidiaries and other Guarantors listed therein,
    and The Bank of New York, as Trustee, (incorporated by reference
    to Radio Ones Quarterly Report on
    Form 10-Q
    for the period ended September 30, 2004).4
.6

Fifth Supplemental Indenture dated
    as of February 8, 2005, among Radio One, Inc., the
    Guaranteeing Subsidiaries and other Guarantors listed therein,
    and The Bank of New York, as Trustee (incorporated by reference
    to Radio Ones Annual Report on
    Form 10-K,
    for the period ended December 31, 2004).4
.7

Indenture dated February 10,
    2005 between Radio One, Inc. and The Bank of New York, as
    Trustee, (incorporated by reference to Radio Ones Current
    Report on
    Form 8-K
    filed February 10, 2005).4
.8

Amended and Restated Stockholders
    Agreement dated as of September 28, 2004 among Catherine L.
    Hughes and Alfred C. Liggins, III.10
.1

Credit Agreement, dated
    June 13, 2005, by and among Radio One Inc., Wachovia Bank
    and the other lenders party thereto (incorporated by reference
    to Radio Ones Current Report on
    Form 8-K
    filed June 17, 2005 (File
    No. 000-25969)).10
.2

Guarantee and Collateral
    Agreement, dated June 13, 2005, made by Radio One, Inc. and
    its Restricted Subsidiaries in favor of Wachovia Bank
    (incorporated by reference to Radio Ones Current Report on
    Form 8-K
    filed June 17, 2005 (File
    No. 000-25969)).10
.3

Amended and Restated Employment
    Agreement between Radio One, Inc. and Scott R. Royster dated
    October 18, 2000 (incorporated by reference to Radio
    Ones Annual Report on
    Form 10-K
    for the period ended December 31, 2000).10
.4

Amended and Restated Employment
    Agreement between Radio One, Inc. and Linda J. Eckard Vilardo
    dated October 31, 2000 (incorporated by reference to Radio
    Ones Annual Report on
    Form 10-K
    for the period ended December 31, 2000).10
.5

Employment Agreement between Radio
    One, Inc. and Alfred C. Liggins, III dated April 9,
    2001 (incorporated by reference to Radio Ones Quarterly
    Report on
    Form 10-Q
    for the period ended June 30, 2001).10
.6

Promissory Note and Stock Pledge
    Agreement dated October 18, 2000 between Radio One, Inc.
    and Scott R. Royster (incorporated by reference to Radio
    Ones Annual Report on
    Form 10-K
    for the period ended December 31, 2002).10
.7

Promissory Note and Stock Pledge
    Agreement dated October 31, 2000 between Radio One, Inc.
    and Linda J. Eckard Vilardo (incorporated by reference to
    Radio Ones Annual Report on
    Form 10-K
    for the period ended December 31, 2002).10
.8

Promissory Note and Stock Pledge
    Agreement dated April 9, 2001 between Radio One, Inc. and
    Alfred C. Liggins, III (incorporated by reference to Radio
    Ones Annual Report on
    Form 10-K
    for the period ended December 31, 2002).10
.9

Promissory Note dated
    January 30, 2002 between Radio One, Inc and Scott R.
    Royster (incorporated by reference to Radio Ones Annual
    Report on
    Form 10-K
    for the period ended December 31, 2002).21
.1

Subsidiaries of Radio One, Inc.23
.1

Consent of Ernst & Young
    LLP.31
.1

Certification of Chief Executive
    Officer pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002.31
.2

Certification of Chief Financial
    Officer pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002.32
.1

Certification of Chief Executive
    Officer pursuant to 18 U.S.C. § 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32
.2

Certification of Chief Financial
    Officer pursuant to 18 U.S.C. § 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  54




---



##### 



SIGNATURES  Pursuant to the requirements of Section 13 or 15(d) of
    the Securities Exchange Act of 1934, as amended, the registrant
    has duly caused this report to be signed on its behalf by the
    undersigned, thereunto duly authorized on March 15,
    2006.
  Radio One, Inc.
  By:
    /s/  Scott
    R. Royster    Title:
    Executive Vice President, Chief Financial  Officer and Principal Accounting Officer
  Pursuant to the requirements of the Securities Exchange Act
    of 1934, as amended, this report has been signed below by the
    following persons on behalf of the registrant in the capacities
    indicated on March 15, 2006.
  By:
    /s/  Catherine L. Hughes    Title:
    Chairperson, Director and Secretary  By:
    /s/  Alfred C. Liggins, III    Title:
    Chief Executive Officer, President and Director  By:
    /s/  Terry L. Jones    Title:
    Director  By:
    /s/  Brian W. McNeill    Title:
    Director  By:
    /s/  L. Ross Love    Title:
    Director  By:
    /s/  D. Geoffrey Armstrong    Title:
    Director  By:
    /s/  Ronald E. Blaylock    Title:
    Director 55




---



##### 



MANAGEMENTS
    REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
  Rules 13a-15(f). Internal Control  Integrated Framework ®
  .
  By: /s/  Alfred
    C. Liggins, III



By: /s/  Scott
    R. RoysterAlfred C. Liggins, IIIPresident and Chief Executive Officer



Scott R. RoysterExecutive Vice President and
    Chief Financial Officer 



 Date: March 15, 2006



Date: March 15, 2006  56




---



##### 



Report of
    Independent Registered Public Accounting Firm on Internal
    Control
    Over Financial Reporting
     Internal Control  Integrated Framework
            Ernst &
    Young llp
    57




---



##### 



Report of
    Independent Registered Public Accounting Firm
     page S-1.
      Internal
    Control  Integrated Framework
      F-1




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
   CONSOLIDATED BALANCE SHEETS
  As of
    December 31,2005


2004(In thousands, exceptshare data)ASSETSCURRENT ASSETS:Cash and cash equivalents

$
19,081


$
10,391Short-term investments






10,000Trade accounts receivable, net of
    allowance for doubtful accounts of $3,395 and $4,943,
    respectively


63,097



61,830Prepaid expenses and other current
    assets


5,537



2,845Income tax receivable


3,935



3,650Deferred income tax asset


1,920



4,036Total current assets


93,570



92,752PROPERTY AND EQUIPMENT, net


50,441



44,827GOODWILL


162,668



116,865RADIO BROADCASTING LICENSES


1,797,168



1,801,196OTHER INTANGIBLE ASSETS, net


53,644



12,984INVESTMENT IN AFFILIATED COMPANY


37,362



37,384OTHER ASSETS


6,527



5,133Total assets

$
2,201,380


$
2,111,141LIABILITIES AND
    STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable

$
3,103


$
8,933Accrued interest


19,308



14,221Accrued compensation and related
    benefits


20,846



16,282Income taxes payable


3,805



3,291Other current liabilities


8,771



5,619Current portion of long-term debt


8



70,008Total current liabilities


55,841



118,354LONG-TERM DEBT, net of current
    portion


952,512



550,020OTHER LONG-TERM LIABILITIES


6,316



DEFERRED INCOME TAX LIABILITY


163,314



114,322Total liabilities


1,177,983



782,696MINORITY INTEREST IN SUBSIDIARY


2,856



STOCKHOLDERS EQUITY:Convertible preferred stock,
    $.001 par value; 1,000,000 shares authorized; no
    shares outstanding at December 31, 2005;
    309,820 shares issued and outstanding at December 31,
    2004; liquidation preference of $1,000 per share, plus
    cumulative dividends at
    61/2% per
    year; unpaid dividends of $4,198 at December 31, 2004






Common
    stock  Class A, $.001 par value,
    30,000,000 shares authorized; 11,943,604 and
    22,374,547 shares issued and outstanding at
    December 31, 2005 and 2004, respectively


12



22Common
    stock  Class B, $.001 par value,
    150,000,000 shares authorized; 2,867,463 shares issued
    and outstanding


3



3Common
    stock  Class C, $.001 par value,
    150,000,000 shares authorized; 3,132,458 shares issued
    and outstanding


3



3Common
    stock  Class D, $.001 par value,
    150,000,000 shares authorized; 80,760,209 and
    76,635,971 shares issued and outstanding as of
    December 31, 2005 and 2004, respectively


81



77Accumulated other comprehensive
    income (loss)


958



(151
)Stock subscriptions receivable


(1,566
)


(34,731
)Additional paid-in capital


1,026,429



1,416,284Accumulated deficit


(5,379
)


(53,062
)Total stockholders equity


1,020,541



1,328,445Total liabilities and
    stockholders equity

$
2,201,380


$
2,111,141    F-2




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
   CONSOLIDATED STATEMENTS OF INCOME
  For the Years Ended
    December 31,2005


2004


2003(In thousands, except share
    data)NET BROADCAST REVENUE

$
371,134


$
319,761


$
303,150OPERATING EXPENSES:Programming and technical


70,376



53,358



51,496Selling, general and administrative


116,969



91,517



92,157Corporate expenses


24,286



16,658



14,334Depreciation and amortization


16,590



16,934



18,078Total operating expenses


228,221



178,467



176,065Operating income


142,913



141,294



127,085INTEREST INCOME


1,428



2,524



2,588INTEREST EXPENSE


63,011



39,611



41,438EQUITY IN LOSS OF AFFILIATED
    COMPANY


1,846



3,905



2,123OTHER (EXPENSE) INCOME, net


(83
)


17



133Income before provision for income
    taxes and minority interest in income of subsidiary


79,401



100,319



86,245PROVISION FOR INCOME TAXES


27,003



38,717



32,462Income before minority interest in
    income of subsidiary


52,398



61,602



53,783MINORITY INTEREST IN INCOME OF
    SUBSIDIARY


1,868







Net income


50,530



61,602



53,783PREFERRED STOCK DIVIDENDS


2,761



20,140



20,140NET INCOME APPLICABLE TO COMMON
    STOCKHOLDERS

$
47,769


$
41,462


$
33,643BASIC NET INCOME PER COMMON SHARE

$
0.46


$
0.40


$
0.32DILUTED NET INCOME PER COMMON SHARE

$
0.46


$
0.39


$
0.32WEIGHTED AVERAGE
    SHARES OUTSTANDING:Basic


103,749,798



104,953,192



104,621,122Diluted


103,893,782



105,429,038



105,071,223    F-3




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES






CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS
    EQUITY
    For The Years Ended December 31, 2003, 2004 and 2005




|                                                                                                     |  |                                       |   |  |         |   |    |         |  |   |         |  |  |         |   |  |               |   |    |               |  |   |               |  |  |            |        |   |             |   |         |               |  |   |           |  |  |   |          |   |  |   |           |  
|---------------------------------------------------------------------------------------------------- |  | ------------------------------------- | - |  | ------- | - | -- | ------- |  | - | ------- |  |  | ------- | - |  | ------------- | - | -- | ------------- |  | - | ------------- |  |  | ---------- | ------ | - | ----------- | - | ------- | ------------- |  | - | --------- |  |  | - | -------- | - |  | - | --------- | -
|                                                                                                     |  |                                       |   |  |         |   |    |         |  |   |         |  |  |         |   |  |               |   |    | Accumulated   |  |   |               |  |  |            |        |   |             |   |         |               | 
|                                                                                                     |  | Convertible                           |   |  | Common  |   |    | Common  |  |   | Common  |  |  | Common  |   |  |               |   |    | Other         |  |   | Stock         |  |  | Additional |        |   |             |   |         | Total         | 
|                                                                                                     |  | Preferred                             |   |  | Stock   |   |    | Stock   |  |   | Stock   |  |  | Stock   |   |  | Comprehensive |   |    | Comprehensive |  |   | Subscriptions |  |  | Paid-In    |        |   | Accumulated |   |         | Stockholders | 
|                                                                                                     |  | Stock                                 |   |  | Class A |   |    | Class B |  |   | Class C |  |  | Class D |   |  | Income        |   |    | Income (Loss) |  |   | Receivable    |  |  | Capital    |        |   | Deficit     |   |         | Equity        | 
|                                                                                                     |  | (In thousands, except share
    data) |  
|                                                                                                    
|BALANCE, as of December 31,
    2002                                                                 |  | $                                     |  |  |         | $ | 23 |         |  | $ | 3       |  |  | $       | 3 |  |               | $ | 76 |               |  |   |               |  |  | $          | (3,006 | ) |             | $ | (33,344 | )             |  | $ | 1,408,435 |  |  | $ | (128,167 | ) |  | $ | 1,244,023 |  
|Comprehensive income:                                                                                |  |                                       |   |  |         |   |    |         |  |   |         |  |  |         |   |  |               |   |    |               |  |   |               |  |  |            |        |   |             |   |         |               |  |   |           |  |  |   |          |   |  |   |           |  
|Net income                                                                                           |  |                                       |  |  |         |   |   |         |  |   |        |  |  |         |  |  |               |   |   |               |  | $ | 53,783        |  |  |            |       |   |             |   |        |               |  |   |          |  |  |   | 53,783   |   |  |   | 53,783    |  
|Change in unrealized net loss on
    derivative and hedging activities, net of taxes                 |  |                                       |  |  |         |   |   |         |  |   |        |  |  |         |  |  |               |   |   |               |  |   | 401           |  |  |            | 401    |   |             |   |        |               |  |   |          |  |  |   |         |   |  |   | 401       |  
|                                                                                                     |  |                                       |   |  |         |   |    |         |  |   |         |  |  |         |   |  |               |   |    |               |  |   |               |  |  |            |        |   |             |   |         |               |  |   |           |  |  |   |          |   |  |   |           |  
|Comprehensive income                                                                                 |  |                                       |   |  |         |   |    |         |  |   |         |  |  |         |   |  |               |   |    |               |  | $ | 54,184        |  |  |            |        |   |             |   |         |               |  |   |           |  |  |   |          |   |  |   |           |  
|                                                                                                     |  |                                       |   |  |         |   |    |         |  |   |         |  |  |         |   |  |               |   |    |               |  |   |               |  |  |            |        |   |             |   |         |               |  |   |           |  |  |   |          |   |  |   |           |  
|Preferred stock dividends                                                                            |  |                                       |  |  |         |   |   |         |  |   |        |  |  |         |  |  |               |   |   |               |  |   |               |  |  |            |       |   |             |   |        |               |  |   |          |  |  |   | (20,140  | ) |  |   | (20,140   | )
|Interest on stock subscriptions
    receivable                                                       |  |                                       |  |  |         |   |   |         |  |   |        |  |  |         |  |  |               |   |   |               |  |   |               |  |  |            |       |   |             |   | (1,673  | )             |  |   |          |  |  |   |         |   |  |   | (1,673    | )
|Employee exercise of options for
    172,000 shares of common stock                                  |  |                                       |  |  |         |   |   |         |  |   |        |  |  |         |  |  |               |   |   |               |  |   |               |  |  |            |       |   |             |   |        |               |  |   | 1,545     |  |  |   |         |   |  |   | 1,545     |  
|Tax effect of non-qualified option
    exercises                                                     |  |                                       |  |  |         |   |   |         |  |   |        |  |  |         |  |  |               |   |   |               |  |   |               |  |  |            |       |   |             |   |        |               |  |   | 480       |  |  |   |         |   |  |   | 480       |  
|                                                                                                     |  |                                       |   |  |         |   |    |         |  |   |         |  |  |         |   |  |               |   |    |               |  |   |               |  |  |            |        |   |             |   |         |               |  |   |           |  |  |   |          |   |  |   |           |  
|BALANCE, as of December 31,
    2003                                                                 |  |                                       |  |  |         |   | 23 |         |  |   | 3       |  |  |         | 3 |  |               |   | 76 |               |  |   |               |  |  |            | (2,605 | ) |             |   | (35,017 | )             |  |   | 1,410,460 |  |  |   | (94,524  | ) |  |   | 1,278,419 |  
|Comprehensive income:                                                                                |  |                                       |   |  |         |   |    |         |  |   |         |  |  |         |   |  |               |   |    |               |  |   |               |  |  |            |        |   |             |   |         |               |  |   |           |  |  |   |          |   |  |   |           |  
|Net income                                                                                           |  |                                       |  |  |         |   |   |         |  |   |        |  |  |         |  |  |               |   |   |               |  | $ | 61,602        |  |  |            |       |   |             |   |        |               |  |   |          |  |  |   | 61,602   |   |  |   | 61,602    |  
|Change in unrealized net loss on
    derivative and hedging activities, net of taxes                 |  |                                       |  |  |         |   |   |         |  |   |        |  |  |         |  |  |               |   |   |               |  |   | 2,454         |  |  |            | 2,454  |   |             |   |        |               |  |   |          |  |  |   |         |   |  |   | 2,454     |  
|                                                                                                     |  |                                       |   |  |         |   |    |         |  |   |         |  |  |         |   |  |               |   |    |               |  |   |               |  |  |            |        |   |             |   |         |               |  |   |           |  |  |   |          |   |  |   |           |  
|Comprehensive income                                                                                 |  |                                       |   |  |         |   |    |         |  |   |         |  |  |         |   |  |               |   |    |               |  | $ | 64,056        |  |  |            |        |   |             |   |         |               |  |   |           |  |  |   |          |   |  |   |           |  
|                                                                                                     |  |                                       |   |  |         |   |    |         |  |   |         |  |  |         |   |  |               |   |    |               |  |   |               |  |  |            |        |   |             |   |         |               |  |   |           |  |  |   |          |   |  |   |           |  
|Vesting of non-employee restricted
    stock                                                         |  |                                       |  |  |         |   |   |         |  |   |        |  |  |         |  |  |               |   |   |               |  |   |               |  |  |            |       |   |             |   |        |               |  |   | 803       |  |  |   |         |   |  |   | 803       |  
|Preferred stock dividends                                                                            |  |                                       |  |  |         |   |   |         |  |   |        |  |  |         |  |  |               |   |   |               |  |   |               |  |  |            |       |   |             |   |        |               |  |   |          |  |  |   | (20,140  | ) |  |   | (20,140   | )
|Interest on stock subscriptions
    receivable                                                       |  |                                       |  |  |         |   |   |         |  |   |        |  |  |         |  |  |               |   |   |               |  |   |               |  |  |            |       |   |             |   | (1,714  | )             |  |   |          |  |  |   |         |   |  |   | (1,714    | )
|Repayment of interest on officer
    loan                                                            |  |                                       |  |  |         |   |   |         |  |   |        |  |  |         |  |  |               |   |   |               |  |   |               |  |  |            |       |   |             |   | 2,000   |               |  |   |          |  |  |   |         |   |  |   | 2,000     |  
|Adjustment of basis for investment
    in affiliated company                                         |  |                                       |  |  |         |   |   |         |  |   |        |  |  |         |  |  |               |   |   |               |  |   |               |  |  |            |       |   |             |   |        |               |  |   | 2,840     |  |  |   |         |   |  |   | 2,840     |  
|Employee exercise of options for
    162,953 shares of common stock                                  |  |                                       |  |  |         |   |   |         |  |   |        |  |  |         |  |  |               |   |   |               |  |   |               |  |  |            |       |   |             |   |        |               |  |   | 1,721     |  |  |   |         |   |  |   | 1,721     |  
|Conversion of 30,000 shares of
    Class A common stock to 30,000 shares of Class D
    common stock |  |                                       |  |  |         |   | (1 | )       |  |   |        |  |  |         |  |  |               |   | 1  |               |  |   |               |  |  |            |       |   |             |   |        |               |  |   |          |  |  |   |         |   |  |   |          |  
|Tax effect of non-qualified option
    exercises                                                     |  |                                       |  |  |         |   |   |         |  |   |        |  |  |         |  |  |               |   |   |               |  |   |               |  |  |            |       |   |             |   |        |               |  |   | 460       |  |  |   |         |   |  |   | 460       |  
|                                                                                                     |  |                                       |   |  |         |   |    |         |  |   |         |  |  |         |   |  |               |   |    |               |  |   |               |  |  |            |        |   |             |   |         |               |  |   |           |  |  |   |          |   |  |   |           |  
|BALANCE, as of December 31,
    2004                                                                 |  |                                       |  |  |         |   | 22 |         |  |   | 3       |  |  |         | 3 |  |               |   | 77 |               |  |   |               |  |  |            | (151   | ) |             |   | (34,731 | )             |  |   | 1,416,284 |  |  |   | (53,062  | ) |  |   | 1,328,445 |  

F-4



---



##### 



|                                                                                                           |  |                                       |   |  |         |   |    |         |  |   |         |  |  |         |   |  |               |   |    |               |  |   |               |  |  |            |       |   |             |   |         |               |  |   |           |   |  |   |         |   |  |   |           |  
|---------------------------------------------------------------------------------------------------------- |  | ------------------------------------- | - |  | ------- | - | -- | ------- |  | - | ------- |  |  | ------- | - |  | ------------- | - | -- | ------------- |  | - | ------------- |  |  | ---------- | ----- | - | ----------- | - | ------- | ------------- |  | - | --------- | - |  | - | ------- | - |  | - | --------- | -
|                                                                                                           |  |                                       |   |  |         |   |    |         |  |   |         |  |  |         |   |  |               |   |    | Accumulated   |  |   |               |  |  |            |       |   |             |   |         |               | 
|                                                                                                           |  | Convertible                           |   |  | Common  |   |    | Common  |  |   | Common  |  |  | Common  |   |  |               |   |    | Other         |  |   | Stock         |  |  | Additional |       |   |             |   |         | Total         | 
|                                                                                                           |  | Preferred                             |   |  | Stock   |   |    | Stock   |  |   | Stock   |  |  | Stock   |   |  | Comprehensive |   |    | Comprehensive |  |   | Subscriptions |  |  | Paid-In    |       |   | Accumulated |   |         | Stockholders | 
|                                                                                                           |  | Stock                                 |   |  | Class A |   |    | Class B |  |   | Class C |  |  | Class D |   |  | Income        |   |    | Income (Loss) |  |   | Receivable    |  |  | Capital    |       |   | Deficit     |   |         | Equity        | 
|                                                                                                           |  | (In thousands, except share
    data) |  
|                                                                                                          
|BALANCE, as of December 31,
    2004                                                                       |  |                                       |  |  |         |   | 22 |         |  |   | 3       |  |  |         | 3 |  |               |   | 77 |               |  |   |               |  |  |            | (151  | ) |             |   | (34,731 | )             |  |   | 1,416,284 |   |  |   | (53,062 | ) |  |   | 1,328,445 |  
|Comprehensive income:                                                                                      |  |                                       |   |  |         |   |    |         |  |   |         |  |  |         |   |  |               |   |    |               |  |   |               |  |  |            |       |   |             |   |         |               |  |   |           |   |  |   |         |   |  |   |           |  
|Net income                                                                                                 |  |                                       |  |  |         |   |   |         |  |   |        |  |  |         |  |  |               |   |   |               |  | $ | 50,530        |  |  |            |      |   |             |   |        |               |  |   |          |   |  |   | 50,530  |   |  |   | 50,530    |  
|Change in unrealized net loss on
    derivative and hedging activities, net of taxes                       |  |                                       |  |  |         |   |   |         |  |   |        |  |  |         |  |  |               |   |   |               |  |   | 1,109         |  |  |            | 1,109 |   |             |   |        |               |  |   |          |   |  |   |        |   |  |   | 1,109     |  
|                                                                                                           |  |                                       |   |  |         |   |    |         |  |   |         |  |  |         |   |  |               |   |    |               |  |   |               |  |  |            |       |   |             |   |         |               |  |   |           |   |  |   |         |   |  |   |           |  
|Comprehensive income                                                                                       |  |                                       |   |  |         |   |    |         |  |   |         |  |  |         |   |  |               |   |    |               |  | $ | 51,639        |  |  |            |       |   |             |   |         |               |  |   |           |   |  |   |         |   |  |   |           |  
|                                                                                                           |  |                                       |   |  |         |   |    |         |  |   |         |  |  |         |   |  |               |   |    |               |  |   |               |  |  |            |       |   |             |   |         |               |  |   |           |   |  |   |         |   |  |   |           |  
|Adjustment of basis for investment
    in affiliated company                                               |  |                                       |  |  |         |   |   |         |  |   |        |  |  |         |  |  |               |   |   |               |  |   |               |  |  |            |      |   |             |   |        |               |  |   | (379      | ) |  |   |        |   |  |   | (379      | )
|Vesting of non-employee restricted
    stock                                                               |  |                                       |  |  |         |   |   |         |  |   |        |  |  |         |  |  |               |   |   |               |  |   |               |  |  |            |      |   |             |   |        |               |  |   | 58        |   |  |   |        |   |  |   | 58        |  
|Vesting of subsidiary compensatory
    employee stock options                                              |  |                                       |  |  |         |   |   |         |  |   |        |  |  |         |  |  |               |   |   |               |  |   |               |  |  |            |      |   |             |   |        |               |  |   | 157       |   |  |   |        |   |  |   | 157       |  
|Amendment to subsidiary stock
    option plan                                                              |  |                                       |  |  |         |   |   |         |  |   |        |  |  |         |  |  |               |   |   |               |  |   |               |  |  |            |      |   |             |   |        |               |  |   | (1,145    | ) |  |   |        |   |  |   | (1,145    | )
|Cash dividends                                                                                             |  |                                       |  |  |         |   |   |         |  |   |        |  |  |         |  |  |               |   |   |               |  |   |               |  |  |            |      |   |             |   |        |               |  |   |          |   |  |   | (2,847  | ) |  |   | (2,847    | )
|Redemption of preferred stock                                                                              |  |                                       |  |  |         |   |   |         |  |   |        |  |  |         |  |  |               |   |   |               |  |   |               |  |  |            |      |   |             |   |        |               |  |   | (309,820  | ) |  |   |        |   |  |   | (309,820  | )
|Issuance of common stock pursuant
    to investment in Reach Media, Inc.                                   |  |                                       |  |  |         |   |   |         |  |   |        |  |  |         |  |  |               |   | 2  |               |  |   |               |  |  |            |      |   |             |   |        |               |  |   | 25,424    |   |  |   |        |   |  |   | 25,426    |  
|Repayment of officer loan                                                                                  |  |                                       |  |  |         |   |   |         |  |   |        |  |  |         |  |  |               |   |   |               |  |   |               |  |  |            |      |   |             |   | 15,895  |               |  |   | (10,251   | ) |  |   |        |   |  |   | 5,644     |  
|Interest on stock subscriptions
    receivable                                                             |  |                                       |  |  |         |   |   |         |  |   |        |  |  |         |  |  |               |   |   |               |  |   |               |  |  |            |      |   |             |   | (482    | )             |  |   |          |   |  |   |        |   |  |   | (482      | )
|Repurchase of 592,744 shares
    of Class A and 5,805,697 shares of Class D common
    stock               |  |                                       |  |  |         |   | (1 | )       |  |   |        |  |  |         |  |  |               |   | (7 | )             |  |   |               |  |  |            |      |   |             |   | 17,752  |               |  |   | (95,402   | ) |  |   |        |   |  |   | (77, 658  | )
|Conversion of 9,560,297 shares
    of Class A common stock to 9,560,297 shares of
    Class D common stock |  |                                       |  |  |         |   | (9 | )       |  |   |        |  |  |         |  |  |               |   | 9  |               |  |   |               |  |  |            |      |   |             |   |        |               |  |   |          |   |  |   |        |   |  |   |          |  
|Employee exercise of options for
    131,842 shares of common stock                                        |  |                                       |  |  |         |   |   |         |  |   |        |  |  |         |  |  |               |   |   |               |  |   |               |  |  |            |      |   |             |   |        |               |  |   | 1,087     |   |  |   |        |   |  |   | 1,087     |  
|Tax effect of non-qualified option
    exercises and vesting of restricted stock                           |  |                                       |  |  |         |   |   |         |  |   |        |  |  |         |  |  |               |   |   |               |  |   |               |  |  |            |      |   |             |   |        |               |  |   | 416       |   |  |   |        |   |  |   | 416       |  
|                                                                                                           |  |                                       |   |  |         |   |    |         |  |   |         |  |  |         |   |  |               |   |    |               |  |   |               |  |  |            |       |   |             |   |         |               |  |   |           |   |  |   |         |   |  |   |           |  
|BALANCE, as of December 31,
    2005                                                                       |  | $                                     |  |  |         | $ | 12 |         |  | $ | 3       |  |  | $       | 3 |  |               | $ | 81 |               |  |   |               |  |  | $          | 958   |   |             | $ | (1,566  | )             |  | $ | 1,026,429 |   |  | $ | (5,379  | ) |  | $ | 1,020,541 |  
|                                                                                                           |  |                                       |   |  |         |   |    |         |  |   |         |  |  |         |   |  |               |   |    |               |  |   |               |  |  |            |       |   |             |   |         |               |  |   |           |   |  |   |         |   |  |   |           |  









F-5



---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
   CONSOLIDATED STATEMENTS OF CASH FLOWS
  For the Years Ended
    December 31,2005


2004


2003(In thousands)CASH FLOWS FROM OPERATING
    ACTIVITIES:Net income

$
50,530


$
61,602


$
53,783Adjustments to reconcile net income
    to net cash flows from operating activities:Depreciation and amortization


16,590



16,934



18,078Amortization of debt financing costs


4,171



1,702



1,696Deferred income taxes


24,454



38,147



31,893Loss on write-down of investment


754







Equity in loss of affiliated company


1,846



3,905



2,123Minority interest in income of
    subsidiary


1,868







Non-cash compensation


1,758



2,413



1,745Contract termination costs, net of
    amortization


4,549







Loss on sale/retirement of assets


4



3



45Changes in operating assets and
    liabilities, net of assets acquired:Trade accounts receivable, net


(406
)


603



2,273Income tax receivable


(285
)






Prepaid expenses and other assets


(3,006
)


(1,477
)


1,133Accounts payable


(6,057
)


1,712



10Accrued interest


5,087



67



51Accrued compensation and related
    benefits


(1,059
)


635



109Income taxes payable


288



250



(103
)Other current liabilities


545



(2,777
)


(3,116
)Net cash flows from operating
    activities


101,631



123,719



109,720CASH FLOWS USED IN INVESTING
    ACTIVITIES:Purchase of property and equipment


(15,737
)


(12,979
)


(11,382
)Equity investments


(271
)


(18,890
)


(19,351
)Acquisition of 51% of common stock
    of Reach Media, Inc., net of cash acquired


(21,320
)






Change in short-term investments


10,000



30,700



Purchase of other intangible assets


(977
)


(1,647
)


(1,279
)Deposits and payments for station
    purchases






(152,682
)


(12,345
)Net cash flows used in investing
    activities


(28,305
)


(155,498
)


(44,357
)CASH FLOWS USED IN FINANCING
    ACTIVITIES:Repayment of debt


(455,007
)


(52,506
)


(52,500
)Proceeds from credit facility


587,500



75,000



Proceeds from debt issuances, net
    of offering costs


195,315







Redemption of convertible preferred
    stock


(309,820
)






Repayment of officer loan for stock
    subscription


5,644







Payment of bank financing costs


(4,172
)


(201
)


Payment of preferred stock dividends


(6,959
)


(20,140
)


(20,140
)Repurchase of common stock


(77,658
)






Proceeds from exercise of stock
    options


1,003



1,721



1,545Change in interest due on stock
    subscriptions receivable


(482
)


286



(1,673
)Net cash flows (used in) provided
    by financing activities


(64,636
)


4,160



(72,768
)INCREASE (DECREASE) IN CASH AND
    CASH EQUIVALENTS


8,690



(27,619
)


(7,405
)CASH AND CASH EQUIVALENTS,
    beginning of year


10,391



38,010



45,415CASH AND CASH EQUIVALENTS, end of
    year

$
19,081


$
10,391


$
38,010SUPPLEMENTAL DISCLOSURE OF CASH
    FLOW INFORMATION:Cash paid for-Interest

$
53,753


$
37,842


$
39,894Income taxes

$
1,033


$
320


$
671    F-6




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 December 31, 2005, 2004 and 2003
  1.
    ORGANIZATION
    AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:  (a)  Organization
    and Business
  and/or African-American
  and/or
  (b)  Basis
    of Presentation
      (c)  Principles
    of Consolidation
    The Equity Method of Accounting for Investments in
    Common Stock Consolidation of Variable Interest Entities, Investment in Affiliated Company
 F-7




---



##### 





RADIO
    ONE, INC. AND SUBSIDIARIES




NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)






(d)  Cash,
    Cash Equivalents and Short-Term Investments








Accounting for Certain
    Investments in Debt and Equity Securities, available-for-sale. available-for-sale available-for-sale




(e)  Trade
    Accounts Receivable








(f)  Goodwill,
    Radio Broadcasting Licenses and Other Intangible
    Assets




Goodwill and Other Intangible Assets, Goodwill, Radio Broadcasting
    Licenses and Other Intangible Assets.




(g)  Impairment
    of Long-Lived Assets, Excluding Goodwill and Radio Broadcasting
    Licenses




Accounting for
    the Impairment or Disposal of Long-Lived Assets.


F-8



---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (h)  Financial
    Instruments
  7 8 3 8 3 8
  (i)  Derivative
    Financial Instruments
  Accounting for
    Derivative Instruments and Hedging Activities. Derivative Instruments
  (j)  Revenue
    Recognition
  Revenue Recognition, Revised and
    Updated.
  (k)  Barter
    Arrangements
    (l)  Network
    Affiliation Agreements
   F-9




---



##### 





RADIO
    ONE, INC. AND SUBSIDIARIES




NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)




Financial Reporting by Broadcasters Goodwill, Radio Broadcasting
    Licenses and Other Intangible Assets.




(m)  Advertising








(n)  Income
    Taxes




Accounting for Income
    Taxes.




(o)  Stock-Based
    Compensation




Accounting for Stock Issued to Employees, Accounting for
    Stock-Based Compensation.








|                                                                                                                      |  |                                       |        |  |      |   |        |      |  |   |        | 
|--------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------- | ------ |  | ---- | - | ------ | ---- |  | - | ------ | 
|                                                                                                                      |  | For the Year Ended
    December 31,   |       
|                                                                                                                      |  | 2005                                  |        |  | 2004 |   |        | 2003 | 
|                                                                                                                      |  | (In thousands, except share
    data) |       
|                                                                                                                     
|Net income applicable to common
    stockholders, as reported:                                                        |  | $                                     | 47,769 |  |      | $ | 41,462 |      |  | $ | 33,643 | 
|Add: stock-based employee
    compensation expense included in net income                                             |  |                                       | 164    |  |      |   |       |      |  |   |       | 
|Less: total stock-based employee
    compensation expense determined under fair value-based method
    for all awards |  |                                       | 18,530 |  |      |   | 12,122 |      |  |   | 12,454 | 
|                                                                                                                      |  |                                       |        |  |      |   |        |      |  |   |        | 
|Pro forma net income applicable to
    common stockholders                                                            |  | $                                     | 29,403 |  |      | $ | 29,340 |      |  | $ | 21,189 | 
|                                                                                                                      |  |                                       |        |  |      |   |        |      |  |   |        | 
|As reported net income per
    share  basic                                                                          |  | $                                     | 0.46   |  |      | $ | 0.40   |      |  | $ | 0.32   | 
|As reported net income per
    share  diluted                                                                        |  |                                       | 0.46   |  |      |   | 0.39   |      |  |   | 0.32   | 
|Pro forma net income per
    share  basic                                                                            |  |                                       | 0.28   |  |      |   | 0.28   |      |  |   | 0.20   | 
|Pro forma net income per
    share  diluted                                                                          |  |                                       | 0.28   |  |      |   | 0.28   |      |  |   | 0.20   | 









|                                |  |      |         |   |      |  |         |      |  |  |         |  
|------------------------------- |  | ---- | ------- | - | ---- |  | ------- | ---- |  |  | ------- | -
|                                |  | 2005 |         |   | 2004 |  |         | 2003 | 
|                               
|Average risk-free interest rate |  |      | 4.33    | % |      |  | 3.65    | %    |  |  | 3.28    | %
|Expected dividend yield         |  |      | 0.00    | % |      |  | 0.00    | %    |  |  | 0.00    | %
|Expected lives                  |  |      | 5 years |   |      |  | 5 years |      |  |  | 5 years |  
|Expected volatility             |  |      | 60      | % |      |  | 65      | %    |  |  | 72      | %



F-10



---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Share-Based Payment,  Impact of Recently Issued
    Accounting Pronouncements
  (p)  Comprehensive
    Income
      2005


2004


2003(In thousands)Net income

$
50,530


$
61,602


$
53,783Other comprehensive income (net of
    tax of $715, $1,536, and $251 and, respectively):Derivative and hedging activities


1,109



2,454



401Comprehensive income

$
51,639


$
64,056


$
54,184   (q)  Segment
    Reporting
    (r)  Earnings
    Per Share
    (s)  Impact
    of Recently Issued Accounting Pronouncements
  Use of the Residual Method to Value Acquired
    Assets Other than Goodwill. Goodwill and Other Intangible Assets.
  Share-Based
    Payment.
 F-11




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  fair-value-based
    
    A modified prospective method in which compensation
    cost is recognized beginning with the effective date
    (a) based on the requirements of SFAS No. 123(R)
    for all share-based payments granted after the effective date
    and (b) based on the requirements of
    SFAS No. 123(R) for all awards granted to employees
    prior to the effective date of SFAS No. 123(R) that
    remain unvested on the effective date.
    A modified retrospective method which includes the
    requirements of the modified prospective method described above,
    but also permits entities to restate based on the amounts
    previously recognized under SFAS No. 123,
    Accounting for Stock-Based Compensation,for
    purposes of pro forma disclosures for either (a) all prior
    periods presented or (b) prior interim periods of the year
    of adoption.    Accounting Changes and Error
    Corrections, Accounting Changes, Reporting Accounting Changes in Interim Financial
    Statements  An Amendment of APB Opinion
    No. 28
  2.
    ACQUISITIONS:  WHHL-FM
  www.BlackAmericaWeb.com African-American
 F-12




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    WABZ-FM, WPZS-FM
  WAMJ-FM, WAMJ-FM
  WSNJ-FM, WRNB-FM
  African-American Investment in Affiliated Company
  WROU-FM
 F-13




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   3.
    PROPERTY
    AND EQUIPMENT:    December 31,


Estimated2005


2004


Useful Lives(In thousands)PROPERTY AND EQUIPMENT:Land and improvements

$
4,390


$
4,405



Building and improvements


2,462



2,178



31 yearsTransmitters and towers


27,763



23,450



7-15 yearsEquipment


49,743



44,420



3-7 yearsLeasehold improvements


16,688



9,346



Lease TermConstruction-in-progress


1,923



5,654102,969



89,453Less: Accumulated depreciation


(52,528
)


(44,626
)Property and equipment, net

$
50,441


$
44,827       4.
    GOODWILL,
    RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE
    ASSETS:      December 31,2005


2004(In thousands)Balance as of January 1

$
116,865


$
114,516Acquisitions


30,029



2,349Purchase price allocation
    adjustment (see Note 2)


15,774



Balance as of December 31

$
162,668


$
116,865  F-14




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     December 31,


Period of2005


2004


Amortization(In thousands)Trade names

$
26,333


$
26,312



2-5 YearsTalent agreement


24,788







10 YearsDebt financing costs


17,224



14,540



Term of debtIntellectual property


9,692







10 YearsAffiliate agreements


5,959







1-10 YearsFavorable transmitter site and
    other intangibles


5,272



4,733



6-60 Years89,268



45,585Less: Accumulated amortization


(35,624
)


(32,601
)Other intangible assets, net

$
53,644


$
12,984     (In thousands)2006

$
4,7662007


4,4292008


4,1332009


4,0582010


3,989     5.
    INVESTMENT
    IN AFFILIATED COMPANY:  African-American
  Accounting for
    Sales of Stock by a Subsidiary.
 F-15




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     No. 00-8, Accounting by a Grantee for an Equity Instrument to Be
    Received in Conjunction with Providing Goods or Services.
  6.
    OTHER
    CURRENT LIABILITIES:    December 31,2005


2004(In thousands)Deferred revenue

$
2,488


$
5Deferred contract termination
    credits


2,168



Deferred rent


1,271



593Accrued national representative
    fees


976



1,203Accrued miscellaneous taxes


582



1,419Other


1,286



2,399Other current liabilities

$
8,771


$
5,619   7.
    DERIVATIVE
    INSTRUMENTS:  mark-to-market
    Agreement

Notional Amount


Expiration


Fixed RateNo. 1

$
25.0 million



June 16, 2007



4.08
%No. 2


25.0 million



June 16, 2008



4.13No. 3


25.0 million



June 16, 2010



4.27No. 4


25.0 million



June 16, 2012



4.47    F-16




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
         8.
    LONG-TERM
    DEBT:    December 31,2005


2004(In thousands)87/8% senior
    subordinated notes

$
300,000


$
300,00063/8% senior
    subordinated notes


200,000



Credit facilities


452,500



320,000Capital lease obligations


20



28Total long-term debt


952,520



620,028Less: current portion


(8
)


(70,008
)Long-term debt, net of current
    portion

$
952,512


$
550,020   Senior
    Subordinated Notes
  3 8 1 2 3 8
  7 8
 F-17




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  7 8
  Credit
    Facilities
            SeniorSubordinated


Credit


CapitalNotes


Facilities


Leases(In thousands)2006

$



$



$
82007






7,500



62008






37,500



62009






67,500



2010






75,000



2011 and thereafter


500,000



265,000



Total long-term debt

$
500,000


$
452,500


$
20  F-18




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   9.
    INCOME
    TAXES:          Year Ended
    December 31,2005


2004


2003(In thousands)Statutory tax (@ 35% rate)

$
27,792


$
35,112


$
30,185Effect of state taxes, net of
    federal


1,722



4,324



3,611Effect of Ohio tax law change


(4,719
)






Valuation allowance


792







Other


1,416



(719
)


(1,334
)Provision for income taxes

$
27,003


$
38,717


$
32,462     Year Ended
    December 31,2005


2004


2003(In thousands)Federal:Current

$
697


$



$
Deferred


29,850



32,042



26,906State:Current


1,852



570



569Deferred


(5,396
)


6,105



4,987Provision for income taxes

$
27,003


$
38,717


$
32,462    F-19




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     2005


2004(In thousands)Deferred tax
    assets Allowance for doubtful accounts

$
1,309


$
1,923Accruals


1,357



1,790Other


98



506Total current tax assets before
    valuation allowance


2,764



4,219Valuation allowance


(18
)


Net current tax assets


2,746



4,219Interest expense






138Radio broadcasting licenses and
    other intangibles amortization






15,293Other accrued


1,024



Net operating loss carryforwards


93,887



68,184Other


1,216



1,177Total noncurrent deferred tax
    assets before valuation allowance


96,127



84,792Valuation allowance


(773
)


Net noncurrent deferred tax assets


95,354



84,792Total deferred tax assets

$
98,100


$
89,011Deferred tax
    liabilities Prepaid expenses


(426
)


(183
)Television production costs


(400
)


Total current deferred tax
    liabilities


(826
)


(183
)Intangible assets


(249,497
)


(195,981
)Depreciation


(182
)


(416
)Interest expense


(563
)


Partnership interests


(7,121
)


(2,578
)Other


(1,305
)


(139
)Total deferred tax liabilities


(259,494
)


(199,297
)Net deferred tax liabilities

$
(161,394
)

$
(110,286
)      F-20




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     10.
    STOCKHOLDERS
    EQUITY:  Capitalization
      3 8
  1999
    Stock Option and Restricted Stock Grant Plan
      Year Ended
    December 31,2005


2004


2003Weighted





Weighted





WeightedAverage





Average





AverageExercise





Exercise





ExerciseOptions


Price


Options


Price


Options


PriceBalance, beginning of year


6,240,000


$
15.26



5,091,000


$
15.43



4,021,000


$
14.02Granted


1,634,000



13.33



1,633,000



14.84



1,470,000



18.63Cancelled


(490,000
)


18.47



(375,000
)


16.86



(228,000
)


15.22Exercised


(132,000
)


8.25



(109,000
)


11.03



(172,000
)


10.09Balance, end of year


7,252,000


$
14.74



6,240,000


$
15.26



5,091,000


$
15.43Exercisable, end of year


4,923,000


$
14.78



3,084,000


$
14.60



1,663,000


$
14.14  F-21




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       Options OutstandingWeighted





Options ExercisableAverage


Weighted





WeightedRemaining


Average





AverageContractual


Exercise





ExerciseRange of Exercise
    Price

Options


Life (Years)


Price


Options


Price$ 7.50 to $ 7.96


170,000



4.33


$
7.59



170,000


$
7.59$ 7.97 to $10.61


168,000



3.83



8.28



155,000



8.11$10.62 to $15.92


5,132,000



7.46



13.87



3,448,000



14.21$15.93 to $23.88


1,782,000



7.35



18.54



1,150,000



18.297,252,000






$
14.74



4,923,000


$
14.78   11.
    RELATED
    PARTY TRANSACTIONS:            WAMJ-FM,
 F-22




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  WAMJ-FM
      WDMK-FM
  12.
    PROFIT
    SHARING AND EMPLOYEE SAVINGS PLAN:    13.
    COMMITMENTS
    AND CONTINGENCIES:  Radio
    Broadcasting Licenses
    TV One
    Cable Network
   F-23




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Royalty
    Agreements
    Leases
    and Other Operating Contracts and Agreements
      Capital


Operating


Other OperatingLease


Lease


Contracts andPayments


Payments


Agreements(In thousands)Year ending December 31:2006

$
8


$
7,399


$
35,7322007


6



7,010



25,9892008


6



6,688



20,2452009






6,092



18,0982010






5,361



18,030Thereafter






18,487



43,330Total


20


$
51,037


$
161,424Less amount representing interest


2Present value of net minimum lease
    payments


18Less current maturities


8Long-term obligations, less
    interest

$
10     Other
    Contingencies
    14.
    CONTRACT
    TERMINATION:   F-24




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    15.
    QUARTERLY
    FINANCIAL DATA (UNAUDITED):  Quarters EndedMarch 31


June 30


September 30


December 31(In thousands, except share
    data)2005:Net broadcast revenue

$
77,010


$
101,525


$
101,392


$
91,208Operating income


28,691



46,127



38,008



30,086Net income


9,687



19,844



11,466



9,532Net income applicable to common
    stockholders


6,926



19,844



11,466



9,532Net income per
    share  basic and diluted


0.07



0.19



0.11



0.10Weighted average shares
    outstanding  basic


105,391,000



105,568,000



103,709,000



100,387,000Weighted average shares
    outstanding  diluted


105,631,000



105,733,000



103,903,000



100,479,0002004:Net broadcast revenue

$
69,662


$
86,210


$
84,366


$
79,523Operating income


25,414



39,153



38,600



38,127Net income


8,791



17,459



16,768



18,584Net income applicable to common
    stockholders


3,756



12,424



11,733



13,549Net income per
    share  basic and diluted


0.04



0.12



0.11



0.13Weighted average shares
    outstanding  basic


104,856,000



104,954,000



104,987,000



105,000,000Weighted average shares
    outstanding  diluted


105,590,000



105,546,000



105,303,000



105,231,000      F-25




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Investment in Affiliated Company
  16.
    SUBSEQUENT
    EVENTS:  WIFE-FM
    Acquisition
  WIFE-FM,
  African-American
    Talk Radio Network
  African-American African-American
 F-26




---



##### 



CONSOLIDATING
    FINANCIAL STATEMENTS
  7 8 3 8
   F-27




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
   CONSOLIDATING BALANCE SHEETS
    As of December 31, 2005
  CombinedGuarantorSubsidiaries


Radio One, Inc.


Eliminations


Consolidated(Unaudited)


(Unaudited)


(Unaudited)(In thousands)ASSETSCURRENT ASSETS:Cash and cash equivalents

$
794


$
18,287


$



$
19,081Trade accounts receivable, net of
    allowance for doubtful accounts


29,588



33,509







63,097Prepaid expenses and other current
    assets


1,302



4,235







5,537Income tax receivable






3,935







3,935Deferred income tax asset


2,282



(362
)






1,920Total current assets


33,966



59,604







93,570PROPERTY AND EQUIPMENT, net


30,319



20,122







50,441INTANGIBLE ASSETS, net


1,935,946



77,534







2,013,480INVESTMENT IN SUBSIDIARIES






1,957,726



(1,957,726
)


INVESTMENT IN AFFILIATED COMPANY






37,362







37,362OTHER ASSETS


673



5,854







6,527Total assets

$
2,000,904


$
2,158,202


$
(1,957,726
)

$
2,201,380LIABILITIES AND
    STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable

$
899


$
2,204


$



$
3,103Accrued interest






19,308







19,308Accrued compensation and related
    benefits


3,294



17,552







20,846Income taxes payable






3,805







3,805Other current liabilities


2,079



6,692







8,771Current portion of long-term debt


8











8Total current liabilities


6,280



49,561







55,841LONG-TERM DEBT, net of current
    portion


12



952,500







952,512OTHER LONG-TERM LIABILITIES






6,316







6,316DEFERRED INCOME TAX LIABILITY


36,886



126,428







163,314Total liabilities


43,178



1,134,805







1,177,983MINORITY INTEREST IN SUBSIDIARY






2,856







2,856STOCKHOLDERS EQUITY:Common stock






99







99Accumulated comprehensive income
    adjustments






958







958Stock subscriptions receivable






(1,566
)






(1,566
)Additional paid-in capital


1,199,056



1,026,429



(1,199,056
)


1,026,429Accumulated deficit


758,670



(5,379
)


(758,670
)


(5,379
)Total stockholders equity


1,957,726



1,020,541



(1,957,726
)


1,020,541Total liabilities and
    stockholders equity

$
2,000,904


$
2,158,202


$
(1,957,726
)

$
2,201,380    F-28




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
   CONSOLIDATING BALANCE SHEETS
    As of December 31, 2004
  CombinedGuarantorSubsidiaries


Radio One, Inc.


Eliminations


Consolidated(Unaudited)


(Unaudited)


(Unaudited)(In thousands)ASSETSCURRENT ASSETS:Cash and cash equivalents

$
192


$
10,199


$



$
10,391Short-term investments






10,000







10,000Trade accounts receivable, net of
    allowance for doubtful accounts


29,773



32,057







61,830Prepaid expenses and other current
    assets


1,020



1,825







2,845Income tax receivable






3,650







3,650Deferred income tax asset


2,282



1,754







4,036Total current assets


33,267



59,485







92,752PROPERTY AND EQUIPMENT, net


26,349



18,478







44,827INTANGIBLE ASSETS, net


1,924,945



6,100







1,931,045INVESTMENT IN SUBSIDIARIES






1,954,344



(1,954,344
)


INVESTMENT IN AFFILIATED COMPANY






37,384







37,384OTHER ASSETS


807



4,326







5,133Total assets

$
1,985,368


$
2,080,117


$
(1,954,344
)

$
2,111,141LIABILITIES AND
    STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable

$
1,274


$
7,659


$



$
8,933Accrued expenses


5,989



33,424







39,413Current portion of long-term debt


8



70,000







70,008Total current liabilities


7,271



111,083







118,354LONG-TERM DEBT, net of current
    portion


18



550,002







550,020DEFERRED INCOME TAX LIABILITY


23,735



90,587







114,322Total liabilities


31,024



751,672







782,696COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS EQUITY:Common stock






105







105Accumulated comprehensive income
    adjustments






(151
)






(151
)Stock subscriptions receivable






(34,731
)






(34,731
)Additional paid-in capital


1,276,574



1,416,284



(1,276,574
)


1,416,284Accumulated deficit


677,770



(53,062
)


(677,770
)


(53,062
)Total stockholders equity


1,954,344



1,328,445



(1,954,344
)


1,328,445Total liabilities and
    stockholders equity

$
1,985,368


$
2,080,117


$
(1,954,344
)

$
2,111,141    F-29




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
   CONSOLIDATING STATEMENTS OF INCOME
    For the Year Ended December 31, 2005
  CombinedGuarantorSubsidiaries


Radio One, Inc


Eliminations


Consolidated(Unaudited)


(Unaudited)


(Unaudited)(In thousands)NET BROADCAST REVENUE

$
180,792


$
190,342


$



$
371,134OPERATING EXPENSES:Programming and technical


29,682



40,694







70,376Selling, general and administrative


62,444



54,525







116,969Corporate expenses


8



24,278







24,286Depreciation and amortization


7,814



8,776







16,590Total operating expenses


99,948



128,273







228,221Operating income


80,844



62,069







142,913INTEREST INCOME






1,428







1,428INTEREST EXPENSE


10



63,001







63,011EQUITY IN LOSS OF AFFILIATED
    COMPANY






1,846







1,846OTHER INCOME (EXPENSE), NET


66



(149
)






(83
)Income (loss) before provision for
    income taxes and minority interest in income of subsidiary


80,900



(1,499
)






79,401PROVISION FOR INCOME TAXES






27,003







27,003MINORITY INTEREST IN INCOME OF
    SUBSIDIARY






1,868







1,868Net income (loss) before equity in
    income of subsidiaries


80,900



(30,370
)






50,530EQUITY IN NET INCOME OF
    SUBSIDIARIES






80,900



(80,900
)


Net income


80,900



50,530



(80,900
)


50,530PREFERRED STOCK DIVIDENDS






2,761







2,761NET INCOME APPLICABLE TO COMMON
    STOCKHOLDERS

$
80,900


$
47,769


$
(80,900
)

$
47,769    F-30




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
   CONSOLIDATING STATEMENTS OF INCOME
    For the Year Ended December 31, 2004
  CombinedGuarantorSubsidiaries


Radio One, Inc


Eliminations


Consolidated(Unaudited)


(Unaudited)


(Unaudited)(In thousands)NET BROADCAST REVENUE

$
163,674


$
156,087


$



$
319,761OPERATING EXPENSES:Programming and technical


26,824



26,534







53,358Selling, general and administrative


52,519



38,998







91,517Corporate expenses






16,658







16,658Depreciation and amortization


11,163



5,771







16,934Total operating expenses


90,506



87,961







178,467Operating income


73,168



68,126







141,294INTEREST INCOME


12



2,512







2,524INTEREST EXPENSE, including
    amortization of deferred financing costs


120



39,491







39,611EQUITY IN LOSS OF AFFILIATED
    COMPANY






3,905







3,905OTHER INCOME (EXPENSE)


(420
)


437







17Income before provision for income
    taxes


72,640



27,679







100,319PROVISION FOR INCOME TAXES






38,717







38,717Income (loss) after provision for
    income taxes


72,640



(11,038
)






61,602EQUITY IN NET INCOME OF
    SUBSIDIARIES






72,640



(72,640
)


Net income


72,640



61,602



(72,640
)


61,602PREFERRED STOCK DIVIDENDS






20,140







20,140NET INCOME APPLICABLE TO COMMON
    STOCKHOLDERS

$
72,640


$
41,462


$
(72,640
)

$
41,462    F-31




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
   CONSOLIDATING STATEMENTS OF INCOME
    For the Year Ended December 31, 2003
  CombinedGuarantorSubsidiaries


Radio One, Inc.


Eliminations


Consolidated(Unaudited)


(Unaudited)


(Unaudited)(In thousands)NET BROADCAST REVENUE

$
150,332


$
152,818


$



$
303,150OPERATING EXPENSES:Programming and technical


26,298



25,198







51,496Selling, general and administrative


52,291



39,866







92,157Corporate expenses






14,334







14,334Depreciation and amortization


12,072



6,006







18,078Total operating expenses


90,661



85,404







176,065Operating income


59,671



67,414







127,085INTEREST EXPENSE


449



40,989







41,438EQUITY IN LOSS OF AFFILIATED
    COMPANY






2,123







2,123OTHER INCOME, net


85



2,636







2,721Income before provision for income
    taxes


59,307



26,938







86,245PROVISION FOR INCOME TAXES






32,462







32,462Income (loss) after provision for
    income taxes


59,307



(5,524
)






53,783EQUITY IN NET INCOME OF
    SUBSIDIARIES






59,307



(59,307
)


Net income


59,307



53,783



(59,307
)


53,783PREFERRED STOCK DIVIDENDS






20,140







20,140NET INCOME APPLICABLE TO COMMON
    STOCKHOLDERS

$
59,307


$
33,643


$
(59,307
)

$
33,643    F-32




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
   CONSOLIDATING STATEMENTS OF CASH FLOWS
    For the Year Ended December 31, 2005
  CombinedGuarantorSubsidiaries


Radio One, Inc.


Eliminations


Consolidated(Unaudited)


(Unaudited)


(Unaudited)(In thousands)CASH FLOWS FROM OPERATING
    ACTIVITIES:Net income

$
80,900


$
50,530


$
(80,900
)

$
50,530Adjustments to reconcile net
    income to net cash flows from operating activities:Depreciation and amortization


7,814



8,776







16,590Amortization of debt financing
    costs






4,171







4,171Deferred income taxes


13,151



11,303







24,454Loss on write-down of investment






754







754Equity in loss of affiliated
    company






1,846







1,846Minority interest in income of
    subsidiary






1,868







1,868Non-cash compensation


8



1,750







1,758(Gain)/loss on sale of assets, net


(7
)


11







4Contract termination costs, net of
    amortization


2,382



2,167







4,549Effect of change in operating
    assets and liabilities, net of assets acquired:Trade accounts receivable, net


(185
)


(221
)






(406
)Income tax receivable






(285
)






(285
)Due to Corporate/from Subsidiaries


(92,674
)


92,674







Prepaid expenses and other assets


148



(3,154
)






(3,006
)Accounts payable


(374
)


(5,683
)






(6,057
)Accrued interest






5,087







5,087Accrued compensation and related
    benefits


22



(1,081
)






(1,059
)Income taxes payable






288







288Other current liabilities


(1,164
)


1,709







545Net cash flows from operating
    activities


10,021



172,510



(80,900
)


101,631    F-33




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
   CONSOLIDATING STATEMENTS OF CASH FLOWS
    For the Year Ended December 31, 2005
  CombinedGuarantorSubsidiaries


Radio One, Inc.


Eliminations


Consolidated(Unaudited)


(Unaudited)(Unaudited)


(In thousands)CASH FLOWS USED IN INVESTING
    ACTIVITIES:Purchase of property and equipment

$
(9,420
)

$
(6,317
)

$



$
(15,737
)Equity investments






(271
)






(271
)Acquisition of 51% of the common
    stock of Reach Media, Inc., net of cash acquired






(21,320
)






(21,320
)Change in short-term investments






10,000







10,000Investment in Subsidiaries






(80,900
)


80,900



Purchase of other intangible assets






(977
)






(977
)Net cash flows used in investing
    activities


(9,420
)


(99,785
)


80,900



(28,305
)CASH FLOWS USED IN FINANCING
    ACTIVITIES:Repayment of debt






(455,007
)






(455,007
)Proceeds from credit facility






587,500







587,500Proceeds from debt issuances, net
    of offering costs






195,315







195,315Redemption of convertible
    preferred stock






(309,820
)






(309,820
)Repayment of officer loan for
    stock subscription






5,644







5,644Payment of bank financing costs






(4,172
)






(4,172
)Payment of preferred stock
    dividends






(6,959
)






(6,959
)Proceeds from exercise of stock
    options






1,003







1,003Repurchase of common stock






(77,658
)






(77,658
)Change in interest due on stock
    subscription receivable






(482
)






(482
)Net cash flows used in financing
    activities






(64,636
)






(64,636
)INCREASE IN CASH AND CASH
    EQUIVALENTS


601



8,089







8,690CASH AND CASH EQUIVALENTS,
    beginning of year


192



10,199







10,391CASH AND CASH EQUIVALENTS, end of
    year

$
793


$
18,288


$



$
19,081    F-34




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
   CONSOLIDATING STATEMENTS OF CASH FLOWS
    For the Year Ended December 31, 2004
  CombinedGuarantorSubsidiaries


Radio One, Inc.


Eliminations


Consolidated(Unaudited)


(Unaudited)


(Unaudited)(In thousands)CASH FLOWS FROM OPERATING
    ACTIVITIES:Net income

$
72,640


$
61,602


$
(72,640
)

$
61,602Adjustments to reconcile net
    income to net cash from operating activities:Depreciation and amortization


11,163



5,771







16,934Amortization of debt financing
    costs, unamortized discount and deferred interest






1,702







1,702Deferred income taxes and
    reduction in valuation reserve on deferred income taxes






38,147







38,147Equity in loss of affiliated
    company






3,905







3,905Non-cash compensation to officers






2,413







2,413Gain on sale of assets, net






3







3Effect of change in operating
    assets and liabilities Trade accounts receivable, net


157



446







603Due to Corporate/from Subsidiaries


61,651



(61,651
)






Prepaid expenses and other


(415
)


(867
)






(1,282
)Other assets


84



(279
)






(195
)Accounts payable


453



1,259







1,712Accrued expenses and other


(935
)


(890
)






(1,825
)Net cash flows from operating
    activities


144,798



51,561



(72,640
)


123,719    F-35




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
   CONSOLIDATING STATEMENTS OF CASH FLOWS
    For the Year Ended December 31, 2004
  CombinedGuarantorSubsidiaries


Radio One, Inc.


Eliminations


Consolidated(Unaudited)


(Unaudited)(Unaudited)


(In thousands)CASH FLOWS FROM INVESTING
    ACTIVITIES:Purchase of property and equipment

$
(2,913
)

$
(10,066
)

$



$
(12,979
)Investment in Subsidiaries






(72,640
)


72,640



Proceeds from sale of assets






19







19Proceeds from sale of short-term
    investments






30,700







30,700Equity investments






(18,890
)






(18,890
)Purchase of tower broadcasting
    rights and other intangible assets






(1,666
)






(1,666
)Deposits and payments for station
    purchases


(142,107
)


(10,575
)






(152,682
)Net cash flows from investing
    activities


(145,020
)


(83,118
)


72,640



(155,498
)CASH FLOWS FROM FINANCING
    ACTIVITIES:Repayment of debt






(52,506
)






(52,506
)Change in interest due on stock
    subscription receivable






286







286Proceeds from credit facility






75,000







75,000Deferred financing costs






(201
)






(201
)Payment of preferred stock
    dividends






(20,140
)






(20,140
)Proceeds from exercise of stock
    options






1,721







1,721Net cash flows from financing
    activities






4,160







4,160DECREASE IN CASH AND CASH
    EQUIVALENTS


(222
)


(27,397
)






(27,619
)CASH AND CASH EQUIVALENTS,
    beginning of year


414



37,596







38,010CASH AND CASH EQUIVALENTS, end of
    year

$
192


$
10,199


$



$
10,391    F-36




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
   CONSOLIDATING STATEMENTS OF CASH FLOWS
    For the Year Ended December 31, 2003
  CombinedGuarantorSubsidiaries


Radio One, Inc.


Eliminations


Consolidated(Unaudited)


(Unaudited)


(Unaudited)(In thousands)CASH FLOWS FROM OPERATING
    ACTIVITIES:Net income

$
59,307


$
53,783


$
(59,307
)

$
53,783Adjustments to reconcile net
    income to net cash from operating activities:Depreciation and amortization


12,072



6,006







18,078Amortization of debt financing
    costs, unamortized discount and deferred interest






1,696







1,696Deferred income taxes and
    reduction in valuation reserve on deferred income taxes






31,893







31,893Equity in loss of affiliated
    company






2,123







2,123Non-cash compensation to officers






1,745







1,745Loss on sale/retirement of assets


(27
)


72







45Effect of change in operating
    assets and liabilities Trade accounts receivable, net


391



1,882







2,273Due to Corporate/from Subsidiaries


(51,107
)


51,107







Prepaid expenses and other current
    assets


289



149







438Other assets


(577
)


1,272







695Accounts payable


(417
)


427







10Accrued expenses and other


(893
)


(2,166
)






(3,059
)Net cash flows from operating
    activities


19,038



149,989



(59,307
)


109,720    F-37




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
   CONSOLIDATING STATEMENTS OF CASH FLOWS
    For the Year Ended December 31, 2003
  CombinedGuarantorSubsidiaries


Radio One, Inc.


Eliminations


Consolidated(Unaudited)


(Unaudited)


(Unaudited)(In thousands)CASH FLOWS FROM INVESTING
    ACTIVITIES:Purchase of property and equipment

$
(6,814
)

$
(4,568
)

$



$
(11,382
)Equity investments






(19,351
)






(19,351
)Purchase of short-term investments






(40,700
)






(40,700
)Proceeds from sale of short-term
    investments






40,700







40,700Proceeds from sale of assets


40



(40
)






Investment in Subsidiaries






(59,307
)


59,307



Purchase of intangible assets


(1,262
)


(17
)






(1,279
)Deposits and payments for station
    purchases


(11,011
)


(1,334
)






(12,345
)Net cash flows from investing
    activities


(19,047
)


(84,617
)


59,307



(44,357
)CASH FLOWS FROM FINANCING
    ACTIVITIES:Repayment of debt






(52,500
)






(52,500
)Payment of preferred stock
    dividends






(20,140
)






(20,140
)Proceeds from exercise of stock
    options






1,545







1,545Interest on stock subscription
    receivable






(1,673
)






(1,673
)Net cash flows from financing
    activities






(72,768
)






(72,768
)DECREASE IN CASH AND CASH
    EQUIVALENTS


(9
)


(7,396
)






(7,405
)CASH AND CASH EQUIVALENTS,
    beginning of year


423



44,992







45,415CASH AND CASH EQUIVALENTS, end of
    year

$
414


$
37,596


$



$
38,010    F-38




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
   INDEX TO SCHEDULES
  Schedule II  Valuation
    and Qualifying Accounts  S-1




---



##### 



RADIO
    ONE, INC. AND SUBSIDIARIES
  SCHEDULE II  VALUATION AND
    QUALIFYING ACCOUNTS
 For the Years Ended December 31, 2005, 2004 and
    2003
  Balance at


Additions


Acquired





Balance atBeginning


Charged to


from





EndDescription

of Year


Expense


Acquisitions


Deductions


of Year(In thousands)Allowance for Doubtful Accounts:2005

$
4,943


$
3,375


$



$
4,923


$
3,3952004


6,179



5,108



25



6,369



4,9432003


5,733



6,210



10



5,774



6,179   Balance at


Additions


Acquired





Balance atBeginning


Charged to


from





EndDescription

of Year


Expense


Acquisitions


Deductions


of Year(In thousands)Valuation Allowance for Deferred
    Income Tax Assets:2005

$



$
792


$



$



$
7922004


















2003


















  S-2