SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FERGUSON RICHARD A

(Last)

(First)

(Middle)

COX RADIO, INC.

440 WHEELERS FARMS ROAD

(Street)

MILFORD

06460

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COX RADIO INC [ CXR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
04/20/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
APR 2005 Stock Option	$15.98	04/20/2005		A		19,000		04/20/2010⁽¹⁾	04/20/2015	Class A Common Stock	19,000	$0	19,000	D
JAN 2000 Stock Option	$31.66							01/03/2005⁽²⁾	01/03/2010	Class A Common Stock	37,335		37,335	D
JAN 2001 Stock Option	$21.81							01/02/2006⁽³⁾	01/02/2011	Class A Common Stock	40,000		40,000	D
JAN 2002 Stock Option	$24.66							01/02/2007⁽⁴⁾	01/02/2012	Class A Common Stock	45,000		45,000	D
MAR 2003 Stock Option	$20.9							03/18/2008⁽⁵⁾	01/01/2013	Class A Common Stock	44,900		44,900	D
MAR 2004 Stock Option	$21.3							03/15/2009⁽⁶⁾	03/15/2014	Class A Common Stock	25,000		25,000	D
MAR 2005 Stock Option	$17.04							03/15/2010⁽⁷⁾	03/15/2015	Class A Common Stock	13,250		13,250	D

Explanation of Responses:

1. Pursuant to the Issuer's Long-Term Incentive Plan, the grant will vest and become exercisable as follows: 60% in April 2008, 20% in April 2009, and 20% in April 2010.

2. Pursuant to the Issuer's Long-Term Incentive Plan, the grant will vest and become exercisable as follows: 60% in January 2003, 20% in January 2004 and 20% in January 2005.

3. Pursuant to the Issuer's Long-Term Incentive Plan, the grant will vest and become exercisable as follows: 60% In January 2004, 20% in January 2005, and 20% in January 2006.

4. Pursuant to the Issuer's Long-Term Incentive Plan, the grant will vest and become exercisable as follows: 60% in January 2005, 20% in January 2006, and 20% in January 2007.

5. Pursuant to the Issuer's Long-Term Incentive Plan, the grant will vest and become exercisable as follows: 60% in March 2006, 20% in March 2007, and 20% in March 2008.

6. Pursuant to the Issuer's Long-Term Incentive Plan, the grant will vest and become exercisable as follows: 60% in March 2007, 20% in March 2008, and 20% in March 2009.

7. Pursuant to the Issuer's Long-Term Incentive Plan, the grant will vest and become exercisable as follows: 60% in March 2008, 20% in March 2009, and 20% in March 2010.

Remarks:

	/s/ Ferguson, Richard A.	04/22/2005
	** 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).
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