11-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

for the fiscal year ended December 31, 2003

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

for the transition period from              to             .

Commission file number: 333-

A. Full title of the plan and address of the plan, if different from that of the issuer named below:

Cox Radio, Inc.

2001 Employee Stock Purchase Plan

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Cox Radio, Inc.

6205 Peachtree Dunwoody Road

Atlanta, Georgia 30328

	Page Number in This Report
ITEMS 1 AND 2
FINANCIAL STATEMENTS
Independent Auditors’ Report	5
Statements of Net Assets Available for Benefits as of December 31, 2003 and 2002	6
Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2003 and 2002	7
Notes to Financial Statements	8
EXHIBIT
Consent of Deloitte & Touche LLP

2

EXHIBIT INDEX

Exhibit Number
23	Consent of Deloitte & Touche LLP

3

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly caused this Annual Report to be signed on behalf of the Plan by the undersigned duly authorized official.

		COX RADIO, INC.
		2001 EMPLOYEE STOCK PURCHASE PLAN
Date:	March 30, 2004	By:	/s/    Andrew A. Merdek
			Andrew A. Merdek Corporate Secretary

4

INDEPENDENT AUDITORS’ REPORT

Sponsor and Participants

Cox Radio, Inc.

2001 Employee Stock Purchase Plan:

We have audited the accompanying statements of net assets available for benefits of the Cox Radio, Inc. 2001 Employee Stock Purchase Plan (the “Plan”) as of December 31, 2003 and 2002, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2003 and 2002, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/    Deloitte & Touche LLP

Atlanta, Georgia

March 30, 2004

5

COX RADIO, INC.
2001 EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2003 AND 2002
	2003			2002
ASSET
Receivable from Plan Sponsor	$	3,638,902		$	2,259,308
LIABILITY
Distribution due to Plan participants		(3,638,902	)		(2,259,308	)
Net assets available for benefits	$	—		$	—

See notes to financial statements.

6

COX RADIO, INC.
2001 EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
	2003			2002
ADDITION TO NET ASSETS ATTRIBUTED TO—
Employee contributions	$	1,964,141		$	2,437,235
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Withdrawals from Plan		(584,547	)		(177,927	)
Change in distributions due to active Plan participants		(1,379,594	)		(2,259,308	)
CHANGE IN NET ASSETS AVAILABLE FOR BENEFITS		—			—
NET ASSETS AVAILABLE FOR BENEFITS—
Beginning of period		—			—
End of period	$	—		$	—

See notes to financial statements.

7

COX RADIO, INC.

2001 EMPLOYEE STOCK PURCHASE PLAN

NOTES TO FINANCIAL STATEMENTS

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

1. DESCRIPTION OF PLAN

The Cox Radio, Inc. 2001 Employee Stock Purchase Plan (the “Plan”) is a self-funded contributory stock purchase plan which provides employees the option to purchase stock at a discounted price.

General—The Plan was adopted by Cox Radio, Inc. (the “Plan Sponsor”) during 2001 to allow eligible employees to purchase Plan Sponsor stock (up to 750,000 shares in the aggregate) at a discounted price. Eligible employees are employees regularly scheduled to work at least 20 hours per week, including any such person on an authorized leave of absence. There are four entry dates on which eligible employees may commence participation under the Plan, including January 2, 2002, July 1, 2002, January 2, 2003, and July 1, 2003. Any eligible employee who is employed on a grant date (October 15, 2001, May 1 2002, November 1, 2002, and May 1, 2003) is eligible to participate in the Plan as of the entry date that immediately follows such grant date. If an eligible employee elects not to participate on such entry date, he or she will not be permitted to participate in the Plan at any later date. The purchase price per share offered under the Plan with respect to any grant date is the lower of 85% of the fair market value of the share as of such grant date or 90% of the fair market value of the share at the end of the offering period. Shares will be offered to eligible employees for subscription during the period beginning with the applicable grant date and ending on the date 45 days after the grant date (the “Subscription Period”); provided that the Subscription Period with respect to the initial grant date under the Plan shall end 60 days after that grant date. Unless an employee has previously withdrawn from the Plan, shares will be issued on or shortly after December 31, 2003, the end of the Plan, based on contributions to date (see Note 4). Employee payroll deductions under the Plan are included in with the general funds of the Plan Sponsor and are subject to the creditors of the Plan Sponsor.

Contributions—Contributions to the Plan are made by the participants based on the amount of participant elections. Contributions to the Plan are commingled with the general assets of the Plan Sponsor. Participants’ contributions are limited to $25,000 during the purchase period from January 2, 2002 to December 31, 2003. Contributions are primarily made through automatic payroll deductions.

Distributions—Upon written request, participants may withdraw their total contributions or reduce their contributions prospectively. Distributions may be made in either cash or stock, with cash payments for any fractional shares. These two options are also available to an individual whose employment terminates due to death or retirement.

Administrative Expenses—The Compensation Committee of the Board of Directors of the Plan Sponsor administers the Plan. The expenses of administering the Plan are paid by the Plan Sponsor.

Vesting and Termination—At all times, each Plan participant has a fully vested, nonforfeitable right to his or her contributions to the Plan.

8

Plan Termination—The Plan may be terminated by the Board of Directors of the Plan Sponsor at any time. Upon such termination, shares of common stock will be issued to employees as if the Plan were terminated at December 31, 2003.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The financial statements are presented on the accrual basis of accounting. The receivable from the Plan Sponsor represents accumulated payroll deductions less amounts disbursed for withdrawals. The liability due to participants represents accumulated payroll deductions to be disbursed to Plan participants for purchase of Plan Sponsor stock.

3. INCOME TAXES

The right to purchase shares of common stock under the Plan is intended to constitute an option granted by the Plan Sponsor pursuant to an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code, and that such shares, for tax purposes, shall be treated in accordance with the provisions thereof.

An employee is not considered to have income for federal income tax purposes from the granting of a right to purchase shares. Amounts deducted from an employee’s compensation do not reduce the amount of his or her income for tax purposes.

4. SUBSEQUENT EVENTS

The Plan was completed on December 31, 2003. Accordingly, the Plan liability of $3,638,902 was satisfied on January 15, 2004 through the issuance of 193,224 shares of common stock and through cash payments of $7,257 attributable to fractional shares.

9

EX-23

EXHIBIT 23

INDEPENDENT AUDITORS’ CONSENT

We consent to the incorporation by reference in Registration Statement No. 333-76176 of Cox Radio, Inc. on Form S-8 of our report dated March 30, 2004, appearing in this Annual Report on Form 11-K of Cox Radio, Inc. 2001 Employee Stock Purchase Plan for the year ended December 31, 2003.

/s/    Deloitte & Touche LLP

Atlanta, Georgia

March 30, 2004