EXHIBIT 4.22

                             CERTIFICATE OF TRUST OF
                                RADIO ONE TRUST I

                  THIS CERTIFICATE OF TRUST of Radio One Trust I (the "Trust"),
dated as of January 18, 2002, is being duly executed and filed on behalf of the
Trust by the undersigned, as trustee, to form a business trust under the
Delaware Business Trust Act (12 Del. C. (S) 3801 et seq.) (the "Act").

                  1.  Name.  The name of the business trust formed by this
Certificate of Trust is Radio One Trust I.

                  2.  Delaware Trustee.  The name and business address of the
trustee of the Trust in the State of Delaware are: Wilmington Trust Company,
Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001,
Attention: Corporate Trust Administration.

                  3.  Effective Date.  This Certificate of Trust shall be
effective upon filing.

                  IN WITNESS WHEREOF, the undersigned has duly executed this
Certificate of Trust in accordance with Section 3811(a)(1) of the Act.

                                 WILMINGTON TRUST COMPANY, not in its individual
                                 capacity but solely as Trustee


                                 By: /s/ Patricia A. Evans
                                     -------------------------------------------
                                 Name:  Patricia A. Evans
                                 Title: Senior Financial Services Officer