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March 12, 2019
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
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Re: Urban One, Inc. (the "Company")
Registration Statement on Form S-3/A
File No. 333-223695
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Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date of the above-referenced Registration Statement be accelerated to 4:00 PM, Washington D.C. time, on March 14, 2019, or as soon as is practicable thereafter. The Company hereby acknowledges its responsibility under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the above-referenced Registration Statement. In addition, the Company acknowledges that:
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should the Securities and Exchange Commission (the "Commission") or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
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the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
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the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
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Please contact Kristopher Simpson, Vice President and Deputy General Counsel, at (301) 429-4682, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.
Very truly yours,
URBAN ONE, INC.
/s/ Peter D. Thompson
Peter D. Thompson
EVP and Chief Financial Officer