8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 8-K

                 Current Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


          Date of Report (Date of earliest event reported) May 26, 1998

                                 Cox Radio, Inc.
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             (Exact name of Registrant as specified in its charter)


                                    Delaware
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         (State or other jurisdiction of incorporation or organization)





            1-12187                                  58-1620022
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        (Commission File Number)       (I.R.S. Employer Identification Number)


        1400 Lake Hearn Drive, Atlanta, Georgia            30319
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        (Address of principal executive offices)         (Zip Code)


                                 (404) 843-5000
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               Registrant's telephone number, including area code













Item 5.  Other Events.

         The Company  issued the  accompanying  press  release on May 29,  1998,
announcing  its  completion,  on May 26,  1998,  of the  sale  of  $100  million
principal  amount of its 6.25% Notes due 2003 and $100 million  principal amount
of its  6.375%  Notes  due 2005 in an  offering  exempt  from  the  registration
requirements  of the  Securities  Act of 1933, as amended,  through  NationsBanc
Montgomery Securities LLC, Chase Securities Inc. and J.P. Morgan Securities Inc.

Item 7. Financial Statements and Exhibits

         Exhibit 99         Press Release dated May 29, 1998








                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                  COX RADIO, INC.



         Dated: June 4, 1998                      By: /s/Andrew A. Merdek
                                                     ------------------------
                                                     Andrew A. Merdek
                                                     Corporate Secretary










                                  EXHIBIT INDEX

Exhibit No.    Description

Exhibit 99     Press Release dated May 29, 1998

EX-99

                                                                     Exhibit 99


               COX RADIO ANNOUNCES PRIVATE PLACEMENT OF SECURITIES

         ATLANTA, May 29, 1998 - Cox Radio, Inc. (NYSE:CXR) announced today that
it has  privately  placed $200 million in aggregate  principal  amount of senior
notes  consisting of $100 million  6-1/4% Notes due 2003 and $100 million 6-3/8%
Notes  due  2005.  The  private  placement  was sold by  NationsBanc  Montgomery
Securities LLC, Chase Securities Inc. and J.P. Morgan Securities Inc.

         The offerings were made by means of an offering memorandum to qualified
institutional  buyers pursuant to Rule 144A. Proceeds from the offerings will be
used to  repay  existing  indebtedness  under  the  Company's  revolving  credit
agreement.  As a result,  approximately  $200 million will be available  for the
Company  to  borrow  on  a  revolving   basis  to  finance  future   acquisition
opportunities.

         The Notes have not been registered under the Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent registration
or an  applicable  exemption  from  registration  requirements.  The Company has
agreed  to file a  registration  statement  with  the  Securities  and  Exchange
Commission  relating  to an  exchange  offer for, or a resale of, the Notes (the
"Exchange  Offer").  If the  Exchange  Offer  is not  consummated,  or a  resale
registration  is  not  declared  effective,   within  prescribed  time  periods,
additional interest will be payable on the Notes.

         Commenting on today's  announcement,  Maritza  Pichon,  Chief Financial
Officer of Cox Radio  said,  "We are pleased to secure  this  financing  at such
attractive rates as we continue to take advantage of the attractive economics of
the radio industry."

         Cox Radio is one of the 10 largest radio broadcasting  companies in the
United  States,  based on both net  revenue  and  number of  stations.  Upon the
closing of all  pending  transactions,  Cox Radio  will own,  operate or provide
sales and  marketing  services for 59 stations (40 FM and 19 AM) clustered in 13
markets  including  Los Angeles  and  Atlanta and the Sunbelt  markets of Miami,
Tampa,  Orlando, San Antonio and Birmingham.  Cox Radio shares are traded on the
New York Stock Exchange under the Symbol: CXR.