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): April 30, 2009

Cox Radio, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-12187	58-1620022
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

6205 Peachtree Dunwoody Road Atlanta, Georgia	30328
(Address of principal executive offices)	(Zip Code)

(678) 645-0000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On April 30, 2009, we issued a press release announcing that the special committee of our Board of Directors has (i) changed its previous position that it cannot express an opinion with respect to the tender offer, and (ii) unanimously recommended that our stockholders accept the tender offer by Cox Media Group, Inc., an indirect and wholly owned subsidiary of Cox Enterprises, Inc.

Based on this change in the special committee’s position with respect to the tender offer by Cox Media Group, Cox Radio is again a filing person or obligated to provide the disclosure required by Schedule 13E-3.

The foregoing description is qualified in its entirety by reference to the press release dated April 30, 2009, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits:

99.1    Press Release dated April 30, 2009.

SIGNATURE

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.
Date: April 30, 2009	By:	/s/ Charles L. Odom
	Name:	Charles L. Odom
	Title:	Chief Financial Officer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Cox Radio, Inc. Recommends the Tender Offer by Cox Media Group, Inc.

at the Increased Tender Offer Price of $4.80 Per Share

ATLANTA, April 30, 2009—Cox Radio, Inc. (NYSE: CXR) today announced that as a result of Cox Enterprises, Inc., through its wholly owned subsidiary Cox Media Group, Inc., raising the offer price to $4.80 per share, the Special Committee has unanimously recommended, on behalf of Cox Radio, that the stockholders of Cox Radio accept the tender offer and tender their shares of Class A common stock pursuant to the tender offer prior to the expiration of the tender offer at 12:00 midnight, New York City time, on Wednesday, May 13, 2009. Cox Radio also today filed a revised Solicitation/Recommendation Statement in an amendment to Schedule 14D-9 announcing that the Special Committee of the Board of Directors of Cox Radio has changed its previous position that it could not express an opinion with respect to the tender offer.

Stockholders of Cox Radio are encouraged to review the revised Solicitation/Recommendation Statement in the amendment to its Schedule 14D-9 in its entirety, which Cox Radio has filed with the Securities and Exchange Commission as the revised Solicitation/Recommendation Statement contains important information. Stockholders can obtain a free copy of the revised Solicitation/Recommendation Statement in the amendment to the Schedule 14D-9, and any amendment thereto or other documents filed by Cox Radio with respect to the tender offer, at www.sec.gov.

About Cox Radio

Cox Radio is one of the largest radio companies in the United States based on revenues. Cox Radio owns, operates or provides sales or marketing services for 86 stations (71 FM and 15 AM) clustered in 19 markets, including major markets such as Atlanta, Houston, Miami, Orlando, San Antonio and Tampa. Cox Radio shares are traded on the New York Stock Exchange under the symbol: CXR.

* * * * *

This press release is neither an offer to purchase nor the solicitation of an offer to sell any securities. In response to the tender offer proposed by Cox Media Group referred to in this press release, Cox Radio has filed a revised Solicitation/Recommendation Statement in an amendment to its Schedule 14D-9 with the Securities and Exchange Commission. Investors and security holders are urged to read the revised Solicitation/Recommendation Statement in the amendment to the Schedule 14D-9 because it contains important information. Investors and security holders may obtain a free copy of the revised Solicitation/Recommendation Statement in the amendment to the Schedule 14D-9 and other documents that Cox Radio filed with the SEC in connection with the tender offer, at www.sec.gov. In addition, the revised Solicitation/Recommendation Statement in the amendment to the Schedule 14D-9 and other documents filed by Cox Radio with the SEC in connection with the tender offer may be obtained from Cox Radio free of charge by directing a request to the individuals listed below.

Contact:
Analysts and Investors	Analysts, Investors, Press or Media
Charles Odom	Chris Plunkett
Chief Financial Officer	Brainerd Communicators, Inc.
Cox Radio, Inc.	212-986-6667
678-645-4315	plunkett@braincomm.com