As filed with the Securities and Exchange Commission on August 6, 2001

Registration No. 333-58436

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

------------

AMENDMENT NO. 2 TO

FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933

------------
Radio One, Inc.
(Exact name of Registrant as specified in its charter)

Delaware 52-1166660 4832
(State or other jurisdiction (I.R.S. Employer
of (Primary Standard Industry
Identification No.)
Classification Number)
incorporation or
organization)

5900 Princess Garden Parkway, 7th Floor
Lanham, MD 20706
Telephone: (301) 306-1111
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

------------
ALFRED C. LIGGINS, III
Chief Executive Officer and President
Radio One, Inc.
5900 Princess Garden Parkway, 7th Floor
Lanham, MD 20706
Telephone: (301) 306-1111
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
With copy to:
TERRANCE L. BESSEY, ESQ.
Kirkland & Ellis
655 Fifteenth Street, N.W.
Washington, D.C. 20005
Telephone: (202) 879-5000

------------
Approximate date of commencement of the proposed sale to the public: From
time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.
[_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 (the "Securities Act"), other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule
434,please check the following box. [_]

CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

Number of Proposed Proposed
Title of Each Class of Securities Maximum Maximum Amount of
Securities to be to be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
- --------------------------------------------------------------------------------

PRIMARY OFFERING: Class
D Common Stock, par
value $0.001 per
share................. 5,000,000 $19.80(1) $99,000,000(1) $24,750.00(3)
- --------------------------------------------------------------------------------
SECONDARY OFFERING:
Class D Common Stock,
par value $0.001 per
share................. 2,143,000 $13.96(2) $29,905,565(2) $ 7,476.39(3)
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

(1) These amounts, estimated solely for the purpose of determining the
registration fees, were calculated pursuant to Rule 457(c) under the
Securities Act of 1933, as amended, and were based on the average of the
high and low sale price per share on The Nasdaq Stock Market's National
Market of Radio One's class D common stock, par value $0.001 per share (the
"class D common stock"), determined on July 19, 2001.

(2) These amounts, estimated solely for the purpose of determining the
registration fees, were calculated pursuant to Rule 457(c) under the
Securities Act of 1933, as amended, and were based on the average of the
high and low sale price per share on The Nasdaq Stock Market's National
Market of the class D common stock, determined on April 3, 2001.

(3)Previously paid.

The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act or until this Registration Statement shall become effective
on such date as the Securities and Exchange Commission, acting pursuant to said
Section 8(a), may determine.

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this preliminary prospectus is not complete and may be +
+changed. Neither Radio One nor the selling stockholders may sell these +
+securities until the registration statement covering them has been declared +
+effective by the SEC. This preliminary prospectus is not an offer to sell +
+these securities and neither Radio One nor the selling stockholders are +
+soliciting offers to buy these securities in any state where the offer or +
+sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED AUGUST 6, 2001

PROSPECTUS

[RADIO ONE, INC. LOGO APPEARS HERE]

7,143,000 Shares

of Class D Common Stock

-----------

This prospectus relates to 5,000,000 shares of our class D common stock that
we are offering, and 2,143,000 shares of our class D common stock which may be
offered from time to time by the selling shareholders named in this prospectus,
or by their transferees, pledgees, donees or successors, all of which we refer
to as selling stockholders.

Our class D common stock is traded on The Nasdaq Stock Market's National
Market under the symbol "ROIAK." The last reported sale price for our class D
common stock on August 3, 2001 was $17.60 per share.

You should carefully consider the risk factors that begin on page 3 of this
prospectus before purchasing any of the class D common stock offered hereby.

Neither the SEC nor any state securities commission has approved or
disapproved of these securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2001.

----------------

TABLE OF CONTENTS

Page
----

Summary............................. 1
Risk Factors........................ 3
Cautionary Note Regarding Forward-
Looking Statements................. 7
Use of Proceeds..................... 7
Selling Stockholders................ 7

Page
----

Plan of distribution........... 9
Legal Matters.................. 10
Experts........................ 10
Where You Can Find Additional
Information................... 10
Incorporation of Reference..... 11

----------------

You should rely only on the information contained in this document or to
which we have referred you. We have not authorized anyone to provide you with
information that is different. This document may only be used where it is legal
to sell these securities.

SUMMARY

This summary highlights information contained elsewhere or incorporated by
reference in this prospectus. This summary does not contain all of the
information that you should consider before you make an investment decision.
You should carefully read this entire prospectus, including the "Risk Factors"
section, and the documents we have referred you to, including the documents
incorporated herein by reference, before making your investment decision.

RADIO ONE, INC.

Radio One was founded in 1980 and is one of the largest radio broadcasting
companies in the United States. We are also the largest radio broadcasting
company in the United States primarily targeting African-Americans.

Our strategy is to expand within our existing markets and into new markets
that have a significant African-American presence. We believe radio
broadcasting primarily targeting African-Americans has significant growth
potential. We also believe that we have a competitive advantage in the African-
American market and the radio industry in general, due to our primary focus on
urban formats, our skill in programming and marketing these formats, and our
turnaround expertise.

Radio One is led by our Chairperson and co-founder, Catherine L. Hughes, and
her son, Alfred C. Liggins, III, our Chief Executive Officer and President, who
together have over 40 years of operating experience in radio broadcasting. Ms.
Hughes, Mr. Liggins and our strong management team have successfully executed a
strategy of acquiring and turning around underperforming radio stations.

Our principal executive offices are located at 5900 Princess Garden Parkway,
7th Floor, Lanham, Maryland 20706 and our telephone number is (301) 306-1111.

For more information about our business, please see our Form 10-K for the
year ended December 31, 2000, which is incorporated by reference in this
prospectus. The description of our business contained in our Form 10-K for the
year ended December 31, 2000 will be updated and superseded by later filings we
make with the SEC that are incorporated by reference in this prospectus.

Securities to be Registered

Issuer.................. Radio One, Inc.
Common Stock Offered.... 5,000,000 shares by Radio One.
2,143,000 shares by the selling stockholders.
7,143,000 total shares offered.
Use of Proceeds......... We plan to use the net proceeds from our sale of securities in this offering
for pending and future acquisitions, continued business development and
strategic investment opportunities, and for general corporate purposes.

The selling stockholders will receive all of the net proceeds from the resale
of their securities in this offering.
Trading................. Our class D common stock is listed on The Nasdaq Stock Market's
National Market under the symbol "ROIAK."

RISK FACTORS

Investing in the class D common stock involves risk. You should consider
carefully the risk factors described below before purchasing the class D common
stock.

Integration of Acquisitions--We may have difficulty integrating the operations,
systems and management of the stations that we have recently acquired or agreed
to acquire. Our failure to successfully integrate acquired stations could have
a material adverse effect on our business and operating results.

From January 1, 2000 through March 31, 2001, we acquired or agreed to
acquire and/or operate 43 radio stations, including 16 stations that we will
own and/or operate upon consummation of our acquisition of Blue Chip
Broadcasting, Inc. pursuant to an agreement dated February 7, 2001, and we
expect to make acquisitions of other stations and station groups in the future.

We cannot assure you that we will be able to integrate successfully the
operations, systems or management to be acquired in the Blue Chip acquisition,
or any other operation, systems or management that might be acquired in the
future. The pending consummation of the Blue Chip acquisition will require us
to manage a significantly larger and geographically more diverse radio station
portfolio than historically has been the case. Our failure to integrate and
manage newly acquired stations successfully could have a material adverse
effect on our business and operating results. In addition, in the event that
the operations of a new station do not meet our expectations, we may
restructure or write-off the value of some portion of the assets of the new
station.

Risks of Acquisition Strategy--If we are unable to successfully execute our
acquisition strategy, our business may not grow as expected.

We intend to grow by acquiring radio stations primarily in top 50 African-
American markets. However, we may not successfully identify and consummate
future acquisitions, and stations that we do acquire may not increase our
broadcast cash flow or yield other anticipated benefits.

Our failure to execute our acquisition strategy successfully could have a
material adverse effect on our business and operating results, and on the value
of our common stock.

Dependence on Key Personnel--The loss of key personnel, including on air-
talent,could disrupt the management and operation of our business.

Our business depends upon the continued efforts, abilities and expertise of
our executive officers, including our chief executive officer, chief financial
officer, chief operating officer and general counsel, and other key employees,
including on-air personalities. We believe that the unique combination of
skills and experience possessed by our executive officers would be difficult to
replace, and that the loss of any one of them could have a material adverse
effect on us, including the impairment of our ability to execute our business
strategy. Additionally, our radio stations employ or independently contract
with several on-air personalities and hosts of syndicated radio programs with
significant loyal audiences in their respective broadcast areas. These on-air
personalities are sometimes significantly responsible for the ranking of a
station, and thus, the ability of the station to sell advertising. We cannot be
assured that these individuals will remain with our radio stations or will
retain their audiences.

Competition for Advertising Revenue--We compete for advertising revenue against
radio stations and other media, many of which have greater resources than we
do, and if we are unable to maintain or grow our advertising revenue share, our
business and operating results may be adversely affected.

In the competitive broadcasting industry, the success of each of our radio
stations is primarily dependent upon its share of the overall advertising
revenue within its market. Although we believe that each of our stations can
compete effectively in its broadcast area, we cannot be sure that any of our
stations can maintain or increase its current audience ratings or market share,
or that advertisers will not decrease the amount they spend on advertising.

Our advertising revenue may suffer if any of our stations cannot maintain
its audience ratings or market share. Shifts in population, demographics,
audience tastes and other factors beyond our control could cause us to lose
market share. Our stations also compete for audiences and advertising revenues
directly with other radio stations, and some of the owners of those competing
stations have greater resources than we do. If a competing station converts to
a format similar to that of one of our stations, or if one of our competitors
strengthens its operations, our stations could suffer a reduction in ratings
and advertising revenue. Other radio companies which are larger and have more
resources may also enter markets in which we operate. In addition, our stations
also compete with other media such as broadcast and cable television,
newspapers, magazines, direct mail, music videos, the Internet and outdoor
advertising, some of which may be controlled by horizontally-integrated
companies. We also anticipate that our stations will soon compete with
satellite-based radio services, including Sirius Satellite Radio and XM
Satellite Radio.

Decline in Level of Advertising Spending--An economic downturn that impacts
business sectors which advertise heavily on radio could result in a reduction
in advertising spending in those sectors, and could have a negative impact on
our advertising revenue and business.

We believe that advertising is a discretionary business expense, meaning
that spending on advertising may decline during an economic recession or
downturn. Consequently, a recession or downturn in the United States economy or
the economy of an individual geographic market in which we own or operate
stations could adversely affect our advertising revenue and, therefore, our
results of operations. Even in the absence of a general recession or downturn
in the economy, an individual business sector that tends to spend more on
advertising than other sectors might be forced to reduce its advertising
expenditures if that sector experiences a downturn. If that sector's spending
represents a significant portion of our advertising revenues, any reduction in
its expenditures may affect our revenue.

In recent months the radio industry has been experiencing negative year over
year advertising revenue growth, primarily as a result of the downturn in the
overall economy. A number of business sectors that traditionally have been
heavy radio advertisers, including the automotive, retail sales and television
broadcast industries, as well as Internet related businesses which in recent
years have become significant radio advertisers, have been adversely affected
by the general economic slowdown. While we have continued to experience
positive year over year advertising revenue growth, if the factors that have
contributed to the radio industry's overall negative advertising revenue growth
persist or worsen, our advertising growth rate could be affected.

Restrictions Imposed by Our Debt--The terms of our debt restrict us from
engaging in many activities and require us to satisfy various financial tests,
and these restrictions may make it more difficult to pursue our acquisition
strategy.

Our bank credit facility and the agreements governing our other outstanding
debt, including our 8 7/8% senior subordinated notes, contain covenants that
restrict, among other things, our ability to incur additional debt, pay cash
dividends, purchase our capital stock, make capital expenditures, make
investments or other restricted payments, swap or sell assets, engage in
transactions with related parties, secure non-senior debt with our assets, or
merge, consolidate or sell all or substantially all of our assets.

Our bank credit facility requires that we obtain our banks' consent for
acquisitions that do not meet specific criteria. These restrictions may make it
more difficult to pursue our acquisition strategy. Our bank credit facility
also requires that we maintain specific financial ratios, which could be
affected by events beyond our control.

The loans under our bank credit facility will be due in August 2007 and our
8 7/8% senior subordinated notes will be due in July 2011. A breach of any of
the covenants contained in our bank credit facility could allow our lenders to
declare all amounts outstanding under our bank credit facility to be
immediately due and payable and a breach of any of the covenants contained in
the indenture covering our 8 7/8% senior subordinated notes could allow the
holders of those notes to declare the notes immediately due and payable. In
addition, our

banks could proceed against the collateral granted to them to secure that
indebtedness. If the amounts outstanding under our bank credit facility or
payment of our senior subordinated notes are accelerated, our assets might not
be sufficient to repay in full the money owed to the banks or to our other debt
holders.

Substantial Debt--Our substantial level of debt could limit our ability to grow
and compete.

We have a substantial amount of debt, a portion of which bears interest at
variable rates. The amount and nature of our debt is described in greater
detail in our reports filed with the SEC. Our substantial level of indebtedness
could adversely affect us for various reasons, including limiting our ability
to:

. 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.

Controlling Stockholders--Two common stockholders have a majority voting
interest in Radio One and have the power to control matters on which Radio
One's common stockholders may vote, and their interests may conflict with
yours.

Catherine L. Hughes and her son, Alfred C. Liggins, III, collectively hold
approximately 55.9% of the outstanding voting power of Radio One's common
stock. As a result, Ms. Hughes and Mr. Liggins will control most decisions
involving Radio One, including transactions involving a change of control of
Radio One, such as a sale or merger. In addition, certain covenants in Radio
One's debt instruments require that Ms. Hughes and Mr. Liggins maintain
specified ownership and voting interests in Radio One, and prohibit other
parties' voting interests from exceeding specified amounts. Ms. Hughes and Mr.
Liggins have agreed to vote their shares together in elections of members of
the board of directors.

Technology Changes, New Services and Evolving Standards--We must respond to the
rapid changes in technology, services and standards which characterize our
industry in order to remain competitive.

The radio broadcasting industry is subject to rapid technological change,
evolving industry standards and the emergence of new media technologies. We
cannot assure you that we will have the resources to acquire new technologies
or to introduce new services that could compete with these new technologies.
Several new media technologies are being developed, including the following:

. Audio programming by cable television systems, direct broadcast satellite
systems, Internet content providers and other digital audio broadcast
formats;

. Satellite digital audio radio service, which could result in the
introduction of several new satellite radio services with sound quality
equivalent to that of compact discs; and

. In-band on-channel digital radio, which could provide multi-channel,
multi-format digital radio services in the same bandwidth currently
occupied by traditional AM and FM radio services.

We have entered into a programming agreement with a satellite digital audio
radio service, and have also invested in a developer of digital audio broadcast
technology and two Internet content providers. However, we cannot assure you
that these arrangements will be successful or enable us to adapt effectively to
these new media technologies.

Government Regulation--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.

Radio broadcasters depend upon maintaining radio broadcasting licenses
issued by the FCC. These licenses are ordinarily issued for a maximum term of
eight years and may be renewed. Our radio broadcasting licenses expire at
various times from October 1, 2003 to August 1, 2006. Although we may apply to
renew our FCC licenses, interested third parties may challenge our renewal
applications. In addition, if Radio One or any of our stockholders, officers,
or directors violates the FCC's rules and regulations or the Communications Act
of 1934, as amended, or is convicted of a felony, the FCC may commence a
proceeding to impose sanctions upon us. Examples of possible sanctions include
the imposition of fines; the revocation of our broadcast licenses; or the
renewal of one or more of our broadcasting licenses for a term of fewer than
eight years. If the FCC were to issue an order denying a license renewal
application or revoking a license, we would be required to cease operating the
radio station covered by the license only after we had exhausted administrative
and judicial review without success.

The radio broadcasting industry is subject to extensive and changing federal
regulation, as described in greater detail in our reports filed with the SEC.
Among other things, the Communications Act and FCC rules and policies limit the
number of broadcasting properties that any person or entity may own (directly
or by attribution) in any market and require FCC approval for transfers of
control and assignments of licenses. The filing of petitions or complaints
against Radio One or any FCC licensee from which we are acquiring a station
could result in the FCC delaying the grant of, or refusing to grant or imposing
conditions on its consent to the assignment or transfer of control of licenses.
The Communications Act and FCC rules and policies also impose limitations on
non-U.S. ownership and voting of the capital stock of Radio One.

Antitrust Matters--We may have difficulty obtaining regulatory approval for
acquisitions in our existing markets and, potentially, new markets, which could
affect the implementation of our acquisition strategy.

An important part of our growth strategy is the acquisition of additional
radio stations. The agencies responsible for enforcing the federal antitrust
laws, the Federal Trade Commission or the Department of Justice, may
investigate certain acquisitions. After the passage of the Telecommunications
Act of 1996, the Department of Justice became more aggressive in reviewing
proposed acquisitions of radio stations. The Justice Department is particularly
aggressive when the proposed buyer already owns one or more radio stations in
the market of the station it is seeking to buy. The Justice Department has
challenged a number of radio broadcasting transactions. Some of those
challenges ultimately resulted in consent decrees requiring, among other
things, divestitures of certain stations. In general, the Justice Department
has more closely scrutinized radio broadcasting acquisitions that result in
local market shares in excess of 40% of radio advertising revenue.

We cannot predict the outcome of any specific Department of Justice or FTC
investigation. Any decision by the Department of Justice or FTC to challenge a
proposed acquisition could affect our ability to consummate an acquisition or
to consummate it on the proposed terms. For an acquisition meeting certain size
thresholds, the Hart-Scott-Rodino Act requires the parties to file Notification
and Report Forms concerning antitrust issues with the Department of Justice and
the FTC and to observe specified waiting period requirements before
consummating the acquisition. If the investigating agency raises substantive
issues in connection with a proposed transaction, then the parties frequently
engage in lengthy discussions or negotiations with the investigating agency
concerning possible means of addressing those issues, including restructuring
the proposed acquisition or divesting assets. In addition, the investigating
agency could file suit in federal court to enjoin the acquisition or to require
the divestiture of assets, among other remedies. Acquisitions that are not
required to be reported under the Hart-Scott-Rodino Act may be investigated by
the Department of Justice or the FTC under the antitrust laws before or after
consummation. In addition, private parties may under certain circumstances
bring legal action to challenge an acquisition under the antitrust laws. As
part of its increased scrutiny of radio station acquisitions, the Department of
Justice has stated publicly that it believes that local marketing agreements,
joint sales agreements, time brokerage agreements and other similar agreements
customarily entered into in connection with radio station transfers could
violate the Hart-Scott-Rodino Act if such agreements take effect prior to the
expiration of the waiting period under the Hart-Scott-Rodino Act. Furthermore,
the Department of Justice has noted that joint sales

agreements may raise antitrust concerns under Section 1 of the Sherman Act and
has challenged joint sales agreements in certain locations. As indicated above,
the Department of Justice also has stated publicly that it has established
certain revenue and audience share concentration benchmarks with respect to
radio station acquisitions, above which a transaction may receive additional
antitrust scrutiny. However, to date, the Department of Justice has also
investigated transactions that do not meet or exceed these benchmarks and has
cleared transactions that do exceed these benchmarks.

Similarly, the FCC staff has adopted procedures to review proposed radio
broadcasting transactions even if the proposed acquisition otherwise complies
with the FCC's ownership limitations. In particular, the FCC may invite public
comment on proposed radio transactions that the FCC believes, based on its
initial analysis, may present ownership concentration concerns in a particular
local radio market. In March 2001, however, the FCC Commissioners expressed
their intent to eliminate delays in the staff's review of transactions that
might involve concentration of market share but are otherwise consistent with
the radio ownership limits set forth in the Communications Act.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated in this prospectus by
reference contain forward-looking statements within the meaning of Section 27A
of the Securities Act and Section 21E of the Securities Exchange Act of 1934.
These forward-looking statements are not historical facts, but rather are based
on our current expectations, estimates and projections about Radio One's
industry, our beliefs and assumptions. Words such as "anticipates," "expects,"
"intends," "plans," "believes," "seeks," "estimates" and similar expressions
are intended to identify forward-looking statements. These statements are not
guarantees of future performance and are subject to certain risks,
uncertainties and other factors, some of which are beyond our control, are
difficult to predict and could cause actual results to differ materially from
those expressed or forecasted in the forward-looking statements. These risks
and uncertainties are described in "Risk Factors" and elsewhere in this
prospectus. In light of these risks and uncertainties, the forward-looking
events and circumstances discussed un this prospectus might not transpire.

USE OF PROCEEDS

We expect to use the net proceeds from our offering of 5,000,000 shares of
class D common stock for pending and future acquisitions of radio broadcasting
assets and businesses, and for continued business development and strategic
investment opportunities and general corporate purposes. The actual amount of
net proceeds we spend on a particular use will depend on many factors,
including our future revenue growth, additional financing sources, if any, and
the amount of cash generated by our operations. Many of these factors are
beyond our control. We reserve the right to allocate proceeds to different uses
if, in management's view, the needs of the business so require. Until we use
the net proceeds of this offering as described above, we intend to invest the
net proceeds in short-term investment-grade marketable securities.

We will not receive any of the proceeds from the sale of the 2,143,000
shares of class D common stock which may be offered by the selling
stockholders.

SELLING STOCKHOLDERS

2,143,000 shares of class D common stock offered by this prospectus will be
issued to certain of the stockholders of Blue Chip Broadcasting, Inc. pursuant
to a Merger Agreement dated February 7, 2001 by and among us, Blue Chip Merger
Subsidiary, Inc. (one of our wholly-owned subsidiaries), Blue Chip
Broadcasting, Inc. and the stockholders of Blue Chip Broadcasting, Inc. on the
date of the closing of the transaction described therein.

The 2,143,000 shares of class D common stock registered for the selling
stockholders under the registration statement of which this prospectus is a
part may be offered from time to time by the selling stockholders named below
(or by their transferees, pledgees, donees or successors) as will be further
described in a prospectus supplement. The selling stockholders are under no
obligation to sell all or any portion of their shares under this prospectus.

Class D Common Stock
The following table sets forth with respect to each of the selling
stockholders (1) the number of shares of class D common stock held by that
selling stockholder prior to the offering contemplated by this prospectus, (2)
the number of shares of class D common stock to be registered for that selling
stockholder hereunder, (3) the number of shares of class D common stock that
the selling stockholder will hold after completion of the sale of the class D
common stock registered for that selling stockholder hereunder, and (4) the
percentage of the outstanding class D common stock that the selling stockholder
will hold after completion of the sale of the class D common stock registered
for that selling stockholder hereunder. Information regarding the number of
shares of class D held by a selling stockholder prior to the registration
contemplated by this prospectus has been obtained from the selling
stockholders. Except as noted, none of the selling stockholders has, or within
the past three years has had, any position, office or other material
relationship with us or any of our predecessors.

Percentage
Number of Shares of Class D
of Class D Common Stock
Number of Shares Common Stock Held After
of Class D Held Completion
Common Stock After Completion of the Sale
Held Prior to of the Sale of of the Class
the Sale of Number of Shares the Class D D
Shares of Class D Common Stock Common Stock
Name of Selling Registered Common Stock to be Registered Registered
Stockholder Hereunder Registered Hereunder Hereunder Hereunder
--------------- ---------------- -------------------- ---------------- ------------

L. Ross Love (1)(2)..... 2,459,456 704,584 1,754,872 2.7%
Cheryl H. Love (2)...... 102,623 29,405 73,218 *
Lovie L. Ross........... 372,553 106,751 265,802 *
LRC Love Limited Part-
nership (3)............ 190,106 54,472 135,634 *
Love Family Limited
Partnership (3)........ 81,474 23,345 58,129 *
Windings Lane Partner-
ship, Ltd. (4)......... 94,088 26,960 67,128 *
J. Kenneth Blackwell.... 206,780 59,250 147,530 *
Calvin D. Buford........ 144,789 41,488 103,301 *
Buford Family Limited
Partnership (5)........ 5,645 1,618 4,027 *
Thomas Revely, III...... 52,824 15,136 37,688 *
C. Howard Buford........ 32,326 9,263 23,063 *
Vada Hill............... 9,422 2,700 6,722 *
George C. Hale, Sr...... 9,473 2,714 6,759 *
Steven R. Love (2)...... 21,953 6,290 15,663 *
Stephen E. Kaufmann..... 18,608 5,332 13,276 *
R. Dean Meiszer......... 18,608 5,332 13,276 *
Thomas Ross............. 34,493 9,883 24,610 *
Paul Landry............. 22,788 6,530 16,258 *
Devin Miller............ 4,313 1,236 3,077 *
Trebuchet Corporation
(6).................... 38,244 33,249 4,995 *
Torchstar Communica-
tions, LLC (7)......... 305,950 265,990 39,960 *
Blue Chip Venture Funds
Partnership (8)........ 267,706 232,741 34,965 *
EGI-Fund (99) Investors,
L.L.C. (9)............. 573,656 498,731 74,925 *

- --------
* Less than 1%
(1) L. Ross Love was elected as a member of our board of directors on June 5,
2001.

(2) Cheryl H. Love is the spouse of L. Ross Love. Stephen R. Love is the
brother of L. Ross Love.

(3) L. Ross Love has controlling interest in LRC Love Limited Partnership and
Love Family Limited Partnership, and accordingly Mr. Love may be deemed to
beneficially own some or all of the shares held by LRC Love Limited
Partnership and Love Family Limited Partnership.

(4) J. Kenneth Blackwell has controlling interest in Windings Lane Partnership,
Ltd., and accordingly, Mr. Blackwell may be deemed to beneficially own some
or all of the shares held by Windings Lane Partnership, Ltd.

(5) Calvin D. Buford has controlling interest in Buford Family Limited
Partnership, and accordingly, Mr. Buford may be deemed to beneficially own
some or all of the shares held by Buford Family Limited Partnership.

(6) Frank E. Wood is the controlling shareholder of Trebuchet Corporation, and
accordingly, Mr. Wood may be deemed to beneficially own some or all of the
shares held by Trebuchet Corporation.

(7) Peter Bynoe has controlling interest in Torchstar Communications, LLC., and
accordingly, Mr. Bynoe may be deemed to beneficially own some or all of the
shares held by Torchstar Communications, LLC.

(8) Blue Chip Capital Fund II Limited Partnership ("BCCF II') has a controlling
interest in Blue Chip Venture Funds Partnership, and Blue Chip Venture
Company, Ltd. ("BCVC") is the general partner of BCCF II. John Wyatt is the
manager of BCVC, and accordingly, Mr. Wyatt may be deemed to beneficially
own some or all of the shares held by BCCF II.

(9) SZ Investments, L.L.C. owns a majority of interest in and is the managing
member of EGI-Fund (99) Investors, L.L.C. Samuel Zell is the president of
both SZ Investments. L.L.C. and EGI=Fund (99) Investors, L.L.C. and Mr.
Zell and certain of his family members are beneficial owners of the
majority interest in SZ Investments, L.L.C. Accordingly, Mr. Zell may be
deemed the beneficial owner of some or all of the shares owned by EGI-Fund
(99) Investors, L.L.C.

PLAN OF DISTRIBUTION

The class D common stock being offered by the selling stockholders may be
offered and sold from time to time to purchasers directly by such selling
stockholders. Alternatively, the selling stockholders may from time to time
offer those securities to or through underwriters, broker-dealers or agents,
who may receive compensation in the form of underwriting discounts, concessions
or commissions from the selling stockholders or the purchasers of the
securities for whom they act as agents. The selling stockholders and any
underwriters, broker-dealers or agents that participate in the distribution of
the securities may be deemed to be "underwriters" within the meaning of the
Securities Act, and any profit on the sale of such securities and any
discounts, commissions, concessions or other compensation received by any such
underwriter, broker-dealer or agent may be deemed to be underwriting discounts
and commissions under the Securities Act.

We may sell the 5,000,000 shares of class D common stock offered by us
through this prospectus to or through one or more underwriters or broker-
dealers, which may include Credit Suisse First Boston Corporation and Deutsche
Banc Alex. Brown Inc., directly to one or more institutional purchasers or
through agents, who may receive compensation in the form of underwriting
discounts, concessions or commissions from us or the purchasers of the
securities for whom they act as agents. In no event, however, will any
underwriting discount and commission exceed 8% of the offering price.

The securities may be sold from time to time in one or more transactions at
fixed prices, at prevailing market prices at the time of sale, at varying
prices determined at the time of sale or at negotiated prices. We have not yet
determined when we will effect the sale of the securities. The sale of the
securities may be effected in transactions, which may involve crosses or block
transactions:

. on any national securities exchange or quotation service on which the
securities may be listed or quoted at the time of sale;

. in the over-the-counter market;

. in transactions otherwise than on such exchanges or services or in the
over-the-counter market; or

. through the issuance by the selling stockholders or others of derivative
securities, including without limitation, warrants, exchangeable
securities, forward delivery contracts and the writing of options.

In connection with sales of the securities or otherwise, the selling
stockholders may enter into hedging transactions with broker-dealers, which may
in turn engage in short sales of the securities in the course of hedging the
positions they assume. The selling stockholders may also sell the securities
short and deliver securities to close out such short positions, or loan or
pledge securities to broker-dealers that in turn may sell such securities.

At the time a particular offering of the securities is made, a prospectus
supplement, if required in addition to this prospectus, will be distributed,
which will set forth the aggregate amount and type of securities being offered
and the terms of the offering, including the name or names of any underwriters,
broker-dealers or agents, any discounts, commissions and other terms
constituting compensation from the selling stockholders and any discounts,
commissions or concessions allowed or reallowed to paid broker-dealers. Only
underwriters named in the prospectus supplement are deemed to be underwriters
in connection with the securities offered by that prospectus supplement.

To comply with the securities laws of certain jurisdictions, if applicable,
the securities will be offered or sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain
jurisdictions the securities may not be offered or sold unless they have been
registered or qualified for sale in such jurisdictions or any exemption from
registration or qualification is available and is complied with.

The selling stockholders will be subject to applicable provisions of the
Exchange Act and rules and regulations under the Exchange Act, which provisions
may limit the timing of purchases and sales of any of the securities by the
selling stockholders. This may affect the marketability of those securities.

Pursuant to the registration rights agreement, we shall bear all fees and
expenses incurred in connection with the registration of the securities, except
that selling stockholders will pay all broker's commissions and, in

connection with any underwritten offering, all expenses customarily borne by
selling stockholders in an underwritten offering, including underwriting
discounts and commissions. The selling stockholders will be indemnified by us,
against certain civil liabilities, including certain liabilities under the
Securities Act or the Exchange Act or otherwise, or alternatively will be
entitled to contribution in connection with those liabilities.

LEGAL MATTERS

Kirkland & Ellis, Washington, D.C. (a partnership that includes professional
corporations) will pass upon the validity of the class D common stock offered
by this prospectus.

EXPERTS

The consolidated financial statements of Radio One, Inc. and subsidiaries as
of December 31, 1999 and 2000, and for each of the years in the three-year
period ended December 31, 2000, incorporated by reference in this prospectus
have been audited by Arthur Andersen LLP, independent public accountants, as
stated in their report appearing herein.

The financial statements of selected operations of Clear Channel
Communications as of December 31, 1998 and 1999, and for each of the years in
the three-year period ended December 31, 1999 incorporated by reference in this
prospectus have been audited by Arthur Andersen, LLP, independent public
accountants, as stated in their report appearing herein.

The financial statements of selected operations of AMFM, Inc. as of December
31, 1998 and 1999, and for each of the years in the three-year period ended
December 31, 1999, incorporated by reference in this prospectus have been
audited by Arthur Andersen, LLP, independent public accountants, as stated in
their report with respect thereto appearing herein.

The financial statements of Blue Chip Broadcasting, Inc. and subsidiaries as
of December 31, 2000 and 1999 and for each of the two years in the period ended
December 31, 2000 incorporated by reference in this prospectus have been so
included in reliance on the report of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.

The financial statements of Blue Chip Broadcasting Company and subsidiary as
of December 31, 1998 and for the year then ended incorporated by reference in
this prospectus have been audited by Clark, Schaefer, Hackett & Co.,
independent public accountants, as stated in their report appearing herein.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We are subject to the reporting requirements of the Securities Exchange Act
of 1934, as amended, and, in accordance therewith, file reports, proxy
statements and other information with the SEC. Such reports, proxy statements
and other information may be inspected and copied at the public reference
facilities maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549. Copies of such material can be obtained from the Public Reference
Section of the SEC upon payment of certain fees prescribed by the SEC. The
SEC's Web site contains reports, proxy and information statements and other
information regarding registrants that file electronically with the SEC. The
address of that site on the world wide web is sec.gov. The information on the
SEC's web site is not part of this prospectus, and any references to this web
site or any other web site are inactive textual references only.

INCORPORATION BY REFERENCE

The SEC permits us to "incorporate by reference" the information in
documents we file with them, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus. We have
filed the following documents with the SEC and incorporate in this prospectus
by reference:

. our Annual Report on Form 10-K for the year ended December 31, 2000;

. our Quarterly Report on Form 10-Q for the Quarter ended March 31, 2001;

. our Definitive Proxy Statement on Form DEF 14A filed on April 26, 2001;

. our Current Reports on Form 8-K filed on April 9, 2001, April 18, 2001,
May 4, 2001, May 16, 2001, August 3, 2001 and August 6, 2001; and

. our Registration Statement on Form 8-A dated May 17, 2000.

We also incorporate by reference any future filings made with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act. Statements
contained in documents incorporated or deemed to be incorporated by reference
after the initial filing date of the registration statement of which this
prospectus is a
part will modify statements in any other subsequently filed documents to the
extent the new information differs from the old information. Any statements
modified or superseded will no longer constitute a part of this prospectus in
their original form.

If you request a copy of any or all of the documents incorporated by
reference, then we will send to you the copies you requested at no charge.
However, we will not send exhibits to such documents, unless such exhibits are
specifically incorporated by reference in such documents. You should direct
requests for such copies to Investor Relations, Radio One, Inc., 5900 Princess
Garden Parkway, 7th Floor, Lanham, MD 20706, or to our e-mail address:
invest@radio-one.com. Our telephone number is (301) 306-1111.

We have filed with the SEC a registration statement on Form S-3 under the
Securities Act of 1933, as amended, covering the securities described in this
prospectus. This prospectus does not contain all of the information included in
the registration statement, some of which is contained in exhibits to the
registration statement. The registration statement, including the exhibits, can
be read at the SEC web site or at the SEC offices referred to above. Any
statement made in this prospectus concerning the contents of any contract,
agreement or other document is only a summary of the actual contract, agreement
or other document. If we have filed any contract, agreement or other document
as an exhibit to the registration statement, you should read the exhibit for a
more complete understanding of the document or matter involved.

[Back Cover]

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following table sets forth the expenses of the Registrant in connection
with the registration of the securities being registered, other than
underwriting discounts and commissions. All such amounts are estimates, other
than the fees payable to the Commission.

SEC registration fee.............................................. $ 32,226
Legal fees and expenses........................................... 50,000
Accounting fees and expenses...................................... 10,000
Printing.......................................................... 10,000
Miscellaneous..................................................... 10,000
---------
Total........................................................... *$112,226
=========

- --------
*All expenses except the SEC registration fee are estimated.

Item 15. Indemnification of Directors and Officers.

Section 102(b)(7) of the General Corporation Law of the State of Delaware
permits a Delaware corporation to limit the personal liability of its directors
in accordance with the provisions set forth therein. The Amended and Restated
Certificate of Incorporation of the Registrant provides that the personal
liability of its directors shall be limited to the fullest extent permitted by
applicable law.

Section 145 of the General Corporation Law of the State of Delaware contains
provisions permitting corporations organized thereunder to indemnify directors,
officers, employees or agents against expenses, judgments and fines reasonably
incurred and against certain other liabilities in connection with any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such
person was or is a director, officer, employee or agent of the corporation. The
Amended and Restated Certificate of Incorporation of the Registrant provides
for indemnification of its directors and officers to the fullest extent
permitted by applicable law.

Item 16. Exhibits

The following exhibits are filed pursuant to Item 601 of Regulation S-K.

Exhibit
No. Description
------- -----------

4.13 Registration Rights Agreement dated February 7, 2001 by and between
Radio One and certain stockholders of Blue Chip Broadcasting, Inc.
named therein (incorporated by reference to Exhibit 4.1 of Radio One's
Current Report on Form 8-K filed February 8, 2001 (File No. 000-25969;
Film No. 1528282)).
5.1 Opinion of Kirkland & Ellis regarding legality of securities being
registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Clark, Schaefer, Hackett & Co.
23.4 Consent of Kirkland & Ellis (included in Exhibit 5.1).
24.1 Powers of Attorney (included on signature pages hereto).

II-1

Item 17. Undertakings.

(a) The undersigned registrant hereby undertakes that:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement; and

(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;

provided, however, that clauses (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(4) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A
and contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities
Act shall be deemed to be part of this registration statement as
of the time it was declared effective.

(5) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.

II-2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe it meets all the
requirements for filing on Form S-3 and has duly caused this Amendment No. 2 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Lanham, Maryland on August 6, 2001.

RADIO ONE, INC.

By: /s/ Alfred C. Liggins, III

Name: Alfred C. Liggins, III
Title: President and Chief Executive
Officer

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 2 to the Registration Statement has been signed on behalf of the
following persons by Linda J. Eckard Vilardo, their true and lawful attorney,
on the date indicated.

Radio One, Inc.

Signature Title(s) Date
--------- -------- ----

/s/ Catherine L. Hughes Chairperson of the Board August 6, 2001
______________________________________ of Directors
Catherine L. Hughes

/s/ Terry L. Jones Director August 6, 2001
______________________________________
Terry L. Jones

/s/ Larry D. Marcus Director August 6, 2001
______________________________________
Larry D. Marcus

/s/ Brian W. McNeill Director August 6, 2001
______________________________________
Brian W. McNeill

/s/ L. Ross Love Director August 6, 2001
______________________________________
L. Ross Love

/s/ D. Geoffrey Armstrong Director August 6, 2001
______________________________________
D. Geoffrey Armstrong

/s/ Alfred C. Liggins, III President and Chief August 6, 2001
______________________________________ Executive Officer
Alfred C. Liggins, III (Principal Executive
Officer) and Director

/s/ Scott R. Royster Executive Vice President August 6, 2001
______________________________________ and Chief Financial
Scott R. Royster Officer (Principal
Financial and Accounting
Officer)

II-4

EXHIBIT INDEX

Exhibit
No. Description
------- -----------

4.13 Registration Rights Agreement dated February 7, 2001 by and between
Radio One and certain stockholders of Blue Chip Broadcasting, Inc.
named therein (incorporated by reference to Exhibit 4.1 of Radio One's
Current Report on Form 8-K filed February 8, 2001 (File No. 000-25969;
Film No. 1528282)).
Opinion of Kirkland & Ellis regarding legality of securities being
5.1 registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Clark, Schaefer, Hackett & Co.
23.4 Consent of Kirkland & Ellis (included in Exhibit 5.1).
24.1 Powers of Attorney (included on signature pages hereto).