S-8

As filed with the Securities and Exchange Commission on December 6, 2005,

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Cox Radio, Inc.

(Exact name of registrant as specified in its charter)

Delaware	58-2112281
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
6205 Peachtree Dunwoody Road Atlanta, Georgia	30328
(Address of Principal Executive Offices)	(Zip Code)

COX RADIO, INC.

LONG-TERM INCENTIVE PLAN

(Full title of plan)

DOW, LOHNES & ALBERTSON, PLLC

Counsel

1200 New Hampshire Avenue, N.W.

Suite 800

Washington, D.C. 20036

(Name and Address of agent for service)

Telephone number of agent for service:

(202) 776-2000

CALCULATION OF REGISTRATION FEE

Title Of Security Being Registered (1)	Amount Being Registered	Proposed Maximum Offering Price Per Share		Proposed Maximum Aggregate Offering Price (2)		Amount Of Registration Fee (2)
Class A Common Stock, $0.33 Par Value	6,000,000	$	15.05	$	90,300,000	$	9,662.10

(1) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, (the “Securities Act” ), this registration statement covers an indeterminate amount of interests to be offered and issued in accordance with the plan terms to prevent dilution from stock splits, stock dividends or similar transactions.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)(1) under the Securities Act of 1933.

STATEMENT UNDER GENERAL INSTRUCTION E

REGISTRATION OF ADDITIONAL SECURITIES

This Registration Statement on Form S-8 (the “Registration Statement”) is being filed pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), to register additional shares of the registrant’s common stock issuable pursuant to the Cox Radio, Inc. Long-Term Incentive Plan (the “LTIP”). Unless otherwise noted herein, this Registration Statement incorporates by reference the contents of the registrant’s registration statement relating to the LTIP on Form S-8 (File No. 33-13281), and all exhibits thereto, which was previously filed with the Securities and Exchange Commission (the “Commission”) on October 2, 1996.

The 6,000,000 shares of Class A Common Stock being registered hereby were approved by stockholders at Cox Radio’s annual meeting of stockholders held on May 23, 2001, and such shares were identified, but not registered, on post-effective amendment no. 1 to Form S-8 (File No. 33-13281), which was filed with the Commission on January 25, 2002.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 5. Interests of Named Experts and Counsel

Certain attorneys of Dow, Lohnes & Albertson, PLLC hold less than one percent of the outstanding shares of the Registrant’s Class A Common Stock.

Item 8. Exhibits

The following exhibits are filed on behalf of the Registrant as part of this Registration Statement:

Exhibit Number	Description of Exhibit
5.1	Opinion of Dow, Lohnes & Albertson, PLLC
23.1	Consent of Deloitte & Touche LLP
23.2	Consent of Dow, Lohnes & Albertson, PLLC (contained in their opinion in Exhibit 5.1)

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Atlanta, State of Georgia on the 6th day of December, 2005.

COX RADIO, INC.
By	/s/ Robert F. Neil
	Robert F. Neil
	President and Chief Executive Officer

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed by the following persons in the capacities and on the dates indicated:

Signature	Capacity	Date
/s/ James C. Kennedy James C. Kennedy	Chairman of the Board of Directors	December 6, 2005
/s/ Robert F. Neil Robert F. Neil	President and Chief Executive Officer, and Director (Principal Executive Officer)	December 6, 2005
/s/ Neil O. Johnston Neil O. Johnston	Vice President and Chief Financial Officer (Principal Accounting Officer and Principal Financial Officer)	December 6, 2005
/s/ Richard A. Ferguson Richard A. Ferguson	Executive Vice President, and Director	December 6, 2005
/s/ Marc W. Morgan Marc W. Morgan	Executive Vice President, Chief Operating Officer, and Director	December 6, 2005
/s/ Juanita P. Baranco Juanita P. Baranco	Director	December 6, 2005
/s/ Paul M. Hughes Paul M. Hughes	Director	December 6, 2005
/s/ G. Dennis Berry G. Dennis Berry	Director	December 6, 2005
/s/ Nicholas D. Trigony Nicholas D. Trigony	Director	December 6, 2005

EX-5.1

Exhibit 5.1

[Dow, Lohnes & Albertson, PLLC Letterhead]

December 6, 2005

Cox Radio, Inc.

6205 Peachtree Dunwoody Road

Atlanta, Georgia 30328

Re: Registration Statement on Form S-8

Gentlemen:

We have acted as special counsel for Cox Radio, Inc., a Delaware corporation (“Cox”), in connection with the preparation of the Registration Statement on Form S-8 (the “Registration Statement”) pertaining to 6,000,000 shares (the “Shares”) of Cox’s Class A Common Stock, $0.33 par value per share, being registered for issuance by Cox pursuant to the Cox Radio, Inc. Long-Term Incentive Plan (the “Plan”).

In preparing this opinion we have reviewed (i) the Registration Statement, (ii) Cox’s Amended Certificate of Incorporation and Bylaws, (iii) the Plan, and (iv) certain records of Cox’s corporate proceedings as reflected in its minute and stock books.

With respect to the foregoing documents, we have assumed: (i) the authenticity of all documents submitted to us as originals, the conformity with authentic original documents of all documents submitted to us as copies or forms, the genuineness of all signatures and the legal capacity of natural persons, and (ii) that the foregoing documents, in the forms thereof submitted for our review, have not been altered, amended or repealed in any respect material to our opinion as stated herein. We have not reviewed any documents other than the documents listed above for purposes of rendering our opinion as expressed herein, and we assume that there exists no provision of any such other document that bears upon or is inconsistent with our opinion as expressed herein. We have conducted no independent factual investigation of our own but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we assume to be true, complete and accurate in all material respects.

We are members of the Bar of the District of Columbia and do not purport to be experts on, or generally familiar with, or certified to express legal conclusions based upon, the laws of any other jurisdiction. As to matters of law set forth below, our opinion is limited to matters of law arising under the General Corporation Law of the State of Delaware and federal law of the United States of America, insofar as such laws apply (collectively “Applicable Law”); provided, however, that the term Applicable Law includes only those laws and regulations that a lawyer exercising customary professional diligence would reasonably recognize as being directly applicable to the issuance and sale of the Shares pursuant to the Plan and does not include laws of the type described in Section 19 of the Legal Opinion Accord of the American Bar Association Section of Business Law (1991). We express no opinion as to conflicts of law rules or the laws of any states or jurisdictions, including federal laws regulating securities or the rules and regulations of stock exchanges or any other regulatory body, other than as specified above.

In rendering this opinion, we have assumed that: (i) the Registration Statement will be automatically effective when filed with the Securities and Exchange Commission (the “Commission”) in accordance with Rules 456 and 462 promulgated under the Securities Act of 1933, as amended (the “Securities Act”); and (ii) the Registration Statement will be effective at the time any Shares are offered or issued under the Plan.

Based upon and subject to the foregoing and any other qualifications stated herein, we are of the opinion that the Shares, when and to the extent issued and paid for pursuant to the provisions of the Plan, will be validly issued, fully paid and non-assessable.

We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to all references to our firm in the Registration Statement, provided, that in giving such consent we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission thereunder.

Very truly yours,
DOW, LOHNES & ALBERTSON, PLLC
By:	/s/ Thomas D. Twedt
	Thomas D. Twedt, Member

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 4, 2005 relating to the consolidated financial statements and consolidated financial statement schedule of Cox Radio, Inc. (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the Company’s change in its method of accounting for goodwill and other intangible assets to conform with Statement of Financial Accounting Standards No. 142) and to management’s report on the effectiveness of internal control over financial reporting, appearing in the Annual Report on Form 10-K of Cox Radio, Inc. for the year ended December 31, 2004.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP

Atlanta, Georgia

December 6, 2005