Exhibit 10.1(a)

                                LEASE AMENDMENT



This Lease  Amendment  is dated  January 22, 1999 by and between  National  Life
Insurance Company ("Landlord") and Radio One, Inc. ("Tenant").


                                   WITNESSETH


WHEREAS,  the parties hereto entered into a Standard  Office Lease dated the 3rd
of February  1997 for the  Premises  known as Suites 100,  720 and 800 of Lanham
Centre at 5900 Princess Garden Parkway, Lanham Maryland ("Lease"); and

WHEREAS, Tenant desires to lease additional space in Lanham Centre.

NOW,  THEREFORE,  in consideration of the mutual convenants herein contained and
other good and valuable consideration,  it is agreed between Landlord and Tenant
that the Lease is hereby modified as follows.

1.       PREMISES AND TERM: The Premises shall be increased,  effective February
         1, 1999, to include Suite 150, containing  approximately 4,371 rentable
         square feet.

2.       ADDITIONAL  BASE RENT:  The base rent defined in the Lease is increased
         monthly by the following:

              February 1, 1999 -- December 31, 1999        $5,114.07 per month
              January 1, 2000 -- December 31, 2000         $5,318.05 per month
              January 1, 2001 -- December 31, 2001         $5,532.96 per month
              January 1, 2002 -- December 31, 2002         $5,751.51 per month
              January 1, 2003 -- December 31, 2003         $5,980.99 per month
              January 1, 2004 -- December 31, 2004         $6,221.39 per month
              January 1, 2005 -- December 31, 2005         $6,472.72 per month
              January 1, 2006 -- December 31, 2006         $6,731.34 per month
              January 1, 2007 -- December 31, 2007         $6,997.24 per month
              January 1, 2008 -- December 31, 2008         $7,277.72 per month
              January 1, 2009 -- December 31, 2009         $7,569.12 per month
              January 1, 2010 -- December 31, 2010         $7,871.44 per month
              January 1, 2011 -- December 31, 2011         $8,188.34 per month

3.       USE:  Suite 150 shall be used only for General Office and/or  Reception
         uses and/or  Broadcast  Studio use. In the event  Tenant uses Suite 150
         for  Broadcast  Studio  use,  the  electric  service to such  broadcast
         studio(s)  shall  be  routed  through  the  electric  submeter  for the
         existing Broadcast Suite and the electric cost of such Broadcast Studio
         use in Suite 150 shall be included with the cost of electricity for the
         Broadcast  Suite and roof top antennas as provided in Paragraph 11.2 of
         the Lease.

4.       CONDITION AT COMMENCEMENT:  Suite 150 shall be delivered to Tenant upon
         lease  execution in "as is"  condition  in  accordance  with  Paragraph
         6.3(b) of the Lease.

5.       LANDLORD   CONTRIBUTION   TO  TENANT'S   CONSTRUCTION:   Landlord  will
         contribute  $52,452.00 toward Tenant's  construction of improvements in
         Suite 150,  payable upon  completion  and issuance of a Certificate  of
         Occupancy and delivery to Landlord of an acceptable  final lien waiver.
         Tenant shall comply with all the provisions of Paragraph 7.3 and 7.6 in
         the construction of its improvements to Suite 150.

6.       REAL ESTATE TAXES:  The  percentage  in Paragraph  1.11 of the Lease is
         amended to 27.79% effective February 1, 1999.

7.       LANDLORD'S  NOTICE  ADDRESS:  Paragraph  23 is amended  to replace  the
         notice address for the Landlord with:

                           National Life Insurance Company
                           Equity Real Estate Department
                           One National Life Drive
                           Montpelier, VT 05604


All other terms and conditions of the Lease remain in full force and effect.

IN WITNESS OF THIS LEASE AMENDMENT, Landlord and Tenant have properly executed
it as on the dates set out below.



LANDLORD:                            NATIONAL LIFE INSURANCE COMPANY

                                     By: /s/ Richard D. MacKinnon
                                        -----------------------------------
                                             Richard D. MacKinnon
                                             Vice President, Equity Real Estate
                                     Date:    2/3/99
                                          ------------


TENANT:                              RADIO ONE, INC.

                                     By: /s/ Alfred Liggins
                                        -----------------------------------
                                             Alfred Liggins
                                             President
                                     Date:
                                          ------------







                         Amendment to Lease Amendment


         National  Life  Insurance  Company  ("Landlord")  and Radio  One,  Inc.
("Tenant") entered into that certain Lease Amendment dated January 22, 1999 with
respect to Tenant's lease of Suite 150 in Lanham Centre at 5900 Princess  Garden
Parkway,  Lanham,  Maryland (the "Leased  Premises").  Paragraph 5 of said Lease
Amendment  provides  that  Landlord  will  contribute  $52,452.00  to  Tenant in
connection with certain improvements to be made to the Leased Premises; but such
contribution  is to  be  made  upon  completion  of  such  work,  and  upon  the
satisfaction of certain other conditions.


         Landlord hereby waives the conditions,  and has paid Tenant  $52,452.00
in complete  satisfaction of its contribution  obligations  under paragraph 5 of
the Lease  Amendment.  Tenant hereby  acknowledges  receipt of  $52,452.00  from
Landlord in complete satisfaction of Landlord's obligations under paragraph 5 of
the Lease Amendment,  and further agrees that neither Landlord nor any successor
landlord  (including but not limited to Cadle's Lanham Centre, LLC, the contract
purchaser of Lanham Centre) has any liability to Tenant under paragraph 5 of the
Lease Amendment.

All other terms of the Lease remain in full force and effect.

IN WITNESS  WHEREOF,  the parties  hereto have executed this  Amendment to Lease
Amendment in  counterparts  (each of which will be considered an original)  this
29th day of July, 1999.

RADIO ONE, INC.                               NATIONAL LIFE INSURANCE
                                              COMPANY
 /s/ Alfred C. Liggins
- ------------------------------                --------------------------------
By:   Alfred C. Liggins                       By:  Richard D. Mackinnon
    --------------------------                   -----------------------------
Its:  President                               Its: Vice President, Equity
    --------------------------                     Real Estate
                                                 -----------------------------

ACKNOWLEDGED:

CADLE'S LANHAM CENTRE, LLC


- -----------------------------
By:  Rick Parsinger
    -------------------------
Its: Manager
    -------------------------