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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM 10-K/A
                               (AMENDMENT NO. 1)

              [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the fiscal year ended December 31, 2001
                          Commission File No. 0-25969

                                      OR

         [_]  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

                                RADIO ONE, INC.
            (Exact name of registrant as specified in its charter)

                                   Delaware
                        (State or other jurisdiction of
                        incorporation or organization)

                                  52-1166660
                     (I.R.S. Employer Identification No.)

                         5900 Princess Garden Parkway
                                   7th Floor
                            Lanham, Maryland 20706
                   (Address of principal executive offices)

                                (301) 306-1111
              Registrant's telephone number, including area code

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

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
                                Yes [X]  No [_]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (section 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of the registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. [_]

The number of shares outstanding of each of the issuer's classes of common
stock, as of March 13, 2002 is as follows:

<TABLE>
<CAPTION>
                      Class                 Outstanding at March 13, 2002
                      -----                 -----------------------------
      <S>                                   <C>
      Class A Common Stock, $.001 par value          22,389,477
      Class B Common Stock, $.001 par value           2,867,463
      Class C Common Stock, $.001 par value           3,132,458
      Class D Common Stock, $.001 par value          65,843,832
</TABLE>

Based on the last sale price on the Nasdaq Stock Market's National Market on
March 13, 2002 of $ 20.52 for our class A common stock, and $19.76 for our
class D common stock, the aggregate market value of our voting and non-voting
equity held by non-affiliates on such date was approximately $1.377 billion.
Shares of common stock held by directors and certain executive officers and by
each person who owns or may be deemed to own 10% or more of our outstanding
common stock have been excluded, since such persons may be deemed to be
affiliates. This determination of affiliate status is not necessarily a
conclusive determination for other purposes.

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                               EXPLANATORY NOTE

   This Amendment No. 1 to our Annual Report on Form 10-K for the year ended
December 31, 2001 is being filed because, due to a transmission error, an
incorrect cover page was filed with the Annual Report on Form 10-K filed
earlier today. This Amendment No. 1 contains only the corrected cover page; the
remainder of the Form 10-K filed earlier today remains unchanged.

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                                  SIGNATURES

   Pursuant to the provisions of Rule 12b-15 to the Securities Exchange Act of
1934, the undersigned authorized representative of the registrant, has duly
caused this Amendment No. 1 to the registrant's Annual Report on Form 10-K to
be signed on behalf of the registrant on March 25, 2002.

                                          RADIO ONE, INC.

                                          By: /S/ LINDA J. ECKARD VILARDO
                                            -----------------------------------
                                          Name: Linda J. Eckard Vilardo
                                          Title: Vice President


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