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Schedule 13D Amendment No. 3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

Radio One, Inc.

(Name of Issuer)

Class D Common Stock, $.001 par value

(Title of Class of Securities)

75040P405

(CUSIP NUMBER)

Brian Jozwiak
Fine Capital Partners, L.P.
590 Madison Avenue, 5^th Floor
New York, New York 10022
Tel. No.: (212) 492-8200

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

- with copies to -

Eliot D. Raffkind
Akin Gump Strauss Hauer & Feld LLP
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4618
(214) 969-2800

March 16, 2009

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		75040P405


1	NAMES OF REPORTING PERSONS Fine Capital Partners, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS

	AF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			6,192,898

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			6,192,898

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	6,192,898

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	9.9%

14	TYPE OF REPORTING PERSON

	PN

Page 2 of 9


CUSIP No.		75040P405


1	NAMES OF REPORTING PERSONS Fine Capital Advisors, LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS

	AF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			6,192,898

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			6,192,898

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	6,192,898

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	9.9%

14	TYPE OF REPORTING PERSON

	OO

Page 3 of 9


CUSIP No.		75040P405


1	NAMES OF REPORTING PERSONS Debra Fine


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS

	AF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	USA

		7	SOLE VOTING POWER

NUMBER OF			6,192,898

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			6,192,898

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	6,192,898

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	9.9%

14	TYPE OF REPORTING PERSON

	IN

Page 4 of 9

SCHEDULE 13D/A

Item 1. Security and Issuer

This Amendment No. 3 to Schedule 13D (the “Schedule 13D/A”) relates to shares of Class D Common Stock, $.001 par value (the “Common Stock”), of Radio One, Inc., a Delaware corporation (the “Issuer”), directly owned by certain private investment funds managed by Fine Capital Partners, L.P., a Delaware limited partnership (“FCP”). The Issuer’s principal executive offices are located at 5900 Princess Garden Parkway, 7th Floor, Lanham, Maryland 20706.

Item 2. Identity and Background

(a) This statement is filed by (i) FCP, as the investment manager to certain private investment funds, with respect to the shares of Common Stock owned by such private investment funds, (ii) Fine Capital Advisors, LLC, a Delaware limited liability company (“FCA”), as the general partner of FCP, and (iii) Ms. Debra Fine, a principal of FCP and FCA (the persons mentioned in (i), (ii) and (iii) are referred to herein as the “Reporting Persons”), with respect to the shares of Common Stock owned by such private investment funds. Ms. Fine is the President of FCP and the sole Manager of FCA. Brian Jozwiak is the Chief Financial Officer and Chief Operating Officer of the Reporting Persons.

(b) The business address of each of the Reporting Persons and each of the other executive officers of FCP is 590 Madison Avenue, 5^th Floor, New York, New York 10022.

(c) FCP provides investment management services to private individuals and institutions. FCA serves as the general partner of FCP. The principal occupation of Ms. Fine is investment management. The principal occupation of Mr. Jozwiak is Chief Financial Officer and Chief Operating Officer of FCP and its affiliates.

(d) None of the Reporting Persons, or other persons with respect to whom information is given in response to this Item 2, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons, or other persons with respect to whom information is given in response to this Item 2, has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) FCP is a Delaware limited partnership. FCA is a Delaware limited liability company. Ms. Fine and Mr. Jozwiak are United States citizens.

Page 5 of 9

Item 3. Source and Amount of Funds or Other Consideration

The net investment costs (including commissions, if any) of the shares of Common Stock directly owned by the private investment funds is approximately $16,010,284. Ms. Fine, FCP and FCA do not directly own any shares of Common Stock.

Item 4. Purpose of the Transaction

The purpose of the acquisition of the shares of Common Stock by the Reporting Persons is for investment, and the purchase of the shares of Common Stock by the Reporting Persons was made in the ordinary course of business and was not made for acquiring control of the Issuer. Depending on price, availability, market conditions and other factors that may affect their judgment, the Reporting Persons may acquire additional shares of Common Stock or dispose of any or all of their shares of Common Stock. The Reporting Persons do not currently intend to acquire the Issuer or to control the management and policies of the Issuer.

Item 5. Interest in Securities of the Issuer

(a) As of March 18, 2009, Ms. Fine beneficially owns 6,192,898 shares of Common Stock, which represents 9.9% of the Issuer’s outstanding shares of Common Stock. FCP, FCA and Ms. Fine direct the voting and disposition of 6,192,898 shares of Common Stock representing 9.9% of the Issuer’s outstanding shares of Common Stock. The percentage of beneficial ownership of the Reporting Persons, as reported in this Schedule 13D/A, was calculated by dividing (i) the number of shares of Common Stock beneficially owned by each Reporting Person as of March 18, 2009, as set forth in this Schedule 13D/A, by (ii) 62,348,486 shares of Common Stock outstanding as of February 27, 2009, based upon the Issuer’s Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2009.

(b) Ms. Fine, FCP and FCA have the power to vote and dispose of all of the shares of Common Stock held by the private investment funds.

(c) The transactions in the Issuer’s securities by the Reporting Persons in the last sixty (60) days are listed as Exhibit 1 attached hereto and made a part hereof.

(d) Not Applicable.

(e) Not Applicable.

Page 6 of 9


Item 6.		Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Not Applicable.

Item 7. Material to be Filed as Exhibits


Exhibit 1		Transactions in the Issuer’s securities by the Reporting Persons in the last sixty (60) days.

Exhibit 2		Joint Filing Agreement dated March 18, 2009, among the Reporting Persons.

Page 7 of 9

Signature

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 18, 2009


FINE CAPITAL PARTNERS, L.P.

By:	Fine Capital Advisors, LLC, its general partner

	By:	/s/ Debra Fine

		Name: Debra Fine
		Title: Manager

FINE CAPITAL ADVISORS, LLC

By:	/s/ Debra Fine

	Name: Debra Fine
	Title: Manager

/s/ Debra Fine

Debra Fine

Page 8 of 9

Exhibit Index


Exhibit 1		Transactions in the Issuer’s securities by the Reporting Persons in the last sixty (60) days.

Exhibit 2		Joint Filing Agreement dated March 18, 2009, among the Reporting Persons.

Page 9 of 9

Exhibit 1

EXHIBIT 1


	Number of Shares
Date	Purchased/(Sold)			Price per Share

3/16/2009		(1,720,000	)	$	0.45

Exhibit 2

EXHIBIT 2

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Class D Common Stock, $.001 par value, of Radio One, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of March 18, 2009.


FINE CAPITAL PARTNERS, L.P.

By:	Fine Capital Advisors, LLC, its general partner

	By:	/s/ Debra Fine

		Name: Debra Fine
		Title: Manager

FINE CAPITAL ADVISORS, LLC

By:	/s/ Debra Fine

	Name: Debra Fine
	Title: Manager

/s/ Debra Fine

Debra Fine