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) December 14, 1998

                                 COX RADIO, INC.
         --------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


                                    DELAWARE
         --------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)


                 001-12187                         58-1620022
                 ---------                         ----------
           (Commission File Number)  (I.R.S. Employer Identification Number)


       1400 LAKE HEARN DRIVE, ATLANTA, GEORGIA                   30319
       ----------------------------------------               ----------
       (Address of Principal Executive Office)                (Zip Code)


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


                                 Not Applicable
         --------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)





Item 5.  Other Events.

     In a press release dated December 14, 1998, Cox Radio,  Inc. (the "Issuer")
announced the  consummation  of its exchange  offer for its  outstanding  6.250%
Notes due 2003 and the  Issuer's  6.375%  Notes due 2005. A copy of the December
14, 1998 press release is being filed as exhibit 99.1 to this report.

Item 7.  Financial Statements, Pro Forma Financial Statements and Exhibits.

         (a)      Financial Statements of Business Acquired.

                  Not applicable.

         (b)      Pro Forma Financial Information.

                  Not applicable.

         (c)      Exhibits.

                  99.1  Press Release dated December 14, 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 December 18, 1998                      By:  /s/ Maritza Pichon
                                                 --------------------------
                                                 Name: Maritza Pichon
                                                 Title: Chief Financial Officer





                                  EXHIBIT INDEX


99.1     Press Release dated December 14, 1998.

EX-99.1

                                                                   EXHIBIT 99.1

     ATLANTA,  Dec.  14  /PRNewswire/  -- Cox  Radio,  Inc.  (NYSE:  CXR)  today
announced the consummation of its exchange offer (the "Exchange  Offer") for its
outstanding 6.250% Notes due 2003 and outstanding 6.375% Notes due 2005.

     Pursuant to the Exchange Offer,  $100,000,000 aggregate principal amount of
Cox  Radio's  outstanding  6.250%  Notes due 2003 (the  "2003  Old  Notes")  and
$100,000,000  aggregate  principal  amount of the Company's  outstanding  6.375%
Notes due 2005 (the "2005 Old Notes" and  collectively  with the 2003 Old Notes,
the "Old Notes") were tendered prior to the expiration of the Exchange Offer and
exchanged for the same aggregate  principal amount of the Company's 6.250% Notes
due 2003 (the "2003 New Notes")  and the  Company's  6.375%  Notes due 2005 (the
"2005 New Notes" and  collectively  with the 2003 New Notes,  the "New  Notes"),
which New Notes  have been  registered  under  the  Securities  Act of 1933,  as
amended.  One hundred million  dollars  aggregate  principal  amount of 2003 Old
Notes and one hundred million  dollars  aggregate  principal  amount of 2005 Old
Notes were  originally  issued and sold on May 26, 1998 in a transaction  exempt
from registration under the Securities Act.

     The New Notes  issued in the  exchange  offer have  substantially  the same
terms and  conditions as the Old Notes,  except the New Notes are not subject to
the  restrictions on resale or transfer,  which applied to the  unregistered Old
Notes.

     Cox Radio is one of the 10  largest  radio  broadcasting  companies  in the
United States, based on both net revenues and number of stations.  Upon close of
all  pending  transactions,  Cox Radio will own,  operate  or provide  sales and
marketing  services for 58 stations  (41 FM and 17 AM)  clustered in 13 markets,
including  major  markets such as Los Angeles and Atlanta,  and Sunbelt  markets
including Miami, Tampa,  Orlando,  San Antonio and Birmingham.  Cox Radio shares
are traded on the New York Stock Exchange under the symbol CXR.



SOURCE Cox Radio, Inc.