FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

COX BROADCASTING INC 		2. Issuer Name and Ticker or Trading Symbol

COX RADIO INC [ CXR ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

F/K/A COX BROADCASTING, INC., 6205 PEACHTREE DUNWOODY ROAD 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/19/2009
(Street)

ATLANTA, GA 30328
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock   5/19/2009     P    10327522   A $4.80   13919476.00   D   (1) (2)
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  On May 19, 2009, Cox Media Group, Inc. accepted for purchase 10,327,522 shares of Class A common stock of Cox Radio, Inc. validly tendered or subject to notices of guaranteed delivery pursuant to the tender offer by Cox Enterprises, Inc. and Cox Media Group to purchase all of the outstanding Class A common stock of Cox Radio. For more information, see the Offer to Purchase, dated April 30, 2009 and filed with a Schedule TO-T/A on May 1, 2009. The number of shares was based on estimates provided by the depositary for the tender offer, and included an estimated 917,500 shares tendered pursuant to guaranteed delivery. These estimates may change prior to consummation of the tender offer, expected to occur on May 26, 2009, and all shares guaranteed for delivery may not be delivered. Cox Enterprises will pay for all shares validly tendered and delivered upon consummation of the tender offer.
( 2)  Each of Cox Media Group, Inc., its sole shareholder Cox Holdings, Inc., its sole shareholder Cox Enterprises, Inc., and its shareholder the DaytonCox Trust A, may be deemed to be a beneficial owner of all the securities reported herein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
COX BROADCASTING INC
F/K/A COX BROADCASTING, INC.
6205 PEACHTREE DUNWOODY ROAD
ATLANTA, GA 30328
X


Signatures
/s/ Cox Media Group, Inc., 5/21/2009
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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