Prospectus Supplement No. 3 Filed Pursuant to Rule 424(b)(3) (To Prospectus dated August 23, 2001) SEC File No. 333-58436 RADIO ONE, INC. 7,143,000 SHARES OF CLASS D COMMON STOCK All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Prospectus, dated August 23, 2001, forming a part of the Registration Statement on Form S-3 (Registration No. 333-58436) (as amended and supplemented, the "Prospectus"). Any cross references in this Prospectus Supplement refer to portions of the Prospectus. The purpose of this Prospectus Supplement is to amend and supplement the information set forth in the Selling Stockholders' section of the Prospectus. The following table sets forth the name of an additional selling stockholder and pertinent information regarding such selling stockholder's ownership of class D common stock of Radio One. The selling stockholder named below acquired the class D common stock listed in the table through a charitable contribution from a selling stockholder named in the Prospectus. All information with respect to beneficial ownership has been furnished to Radio One by the selling stockholder. The selling stockholder does not have, and within the past three years has not had, any position, office or other material relationship with us or any of our predecessors. Number of Shares Of Class D Number of Number of Shares of Percentage of Class D Common Stock Shares of Class Class D Common Stock Common Stock Held Held Prior to the D Common Held After Completion After Completion of the Sale of Shares Stock to be of the Sale of the Class Sale of the Class D Registered Registered D Common Stock Common Stock Name of Selling Stockholder Hereunder Hereunder Registered Hereunder Registered Hereunder - --------------------------- ----------------- --------------- ------------------------ -------------------- The Greater Cincinnati Foundation 11,000 11,000 0 * * Less than 1% The date of this Prospectus Supplement is April 30, 2002.