EXHIBIT 99.3

                       LETTER TO REGISTERED HOLDERS AND/OR
                      DEPOSITORY TRUST COMPANY PARTICIPANTS

                                 RADIO ONE, INC.

                                OFFER TO EXCHANGE

  6-3/8% SENIOR SUBORDINATED NOTES DUE 2013 THAT HAVE BEEN REGISTERED UNDER THE
  SECURITIES ACT OF 1933 FOR ANY AND ALL OUTSTANDING UNREGISTERED 6-3/8% SENIOR
                           SUBORDINATED NOTES DUE 2013

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON [   ], 2005, UNLESS THE OFFER IS EXTENDED. TENDERS MAY BE WITHDRAWN
PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION OF THE EXCHANGE OFFER.

To Registered Holder and/or Depository Trust Company Participant:

            The undersigned hereby acknowledges receipt of the Prospectus dated
[   ], 2005 (the "Prospectus") of Radio One, Inc., a Delaware corporation (the
"Issuer"), and the accompanying Letter of Transmittal (the "Letter of
Transmittal"), that together constitute the Issuer's offer (the "Exchange
Offer") to exchange its 6-3/8% Senior Subordinated Notes due 2013 (the "Exchange
Notes"), which have been registered under the Securities Act of 1933, as amended
(the "Securities Act"), for all of its outstanding 6-3/8% Senior Subordinated
Notes due 2013 (the "Original Notes"). Capitalized terms used but not defined
herein have the meanings ascribed to them in the Prospectus.

            This will instruct you, the registered holder and/or Depository
Trust Company participant, as to the action to be taken by you relating to the
Exchange Offer with respect to the Original Notes held by you for the account of
the undersigned.

            The aggregate face amount of the Original Notes held by you for the
account of the undersigned is as follows (PLEASE FILL IN AMOUNT):

            $ _______________________ 6-3/8% Senior Subordinated Notes due 2013.

With respect to the Exchange Offer, the undersigned hereby instructs you (PLEASE
CHECK APPROPRIATE BOX):

      [ ]   To TENDER the following Original Notes held by you for the account
            of the undersigned (PLEASE INSERT PRINCIPAL AMOUNT OF OUTSTANDING
            DEBT TO BE TENDERED (IF LESS THAN ALL)):

            $ _______________________ 6-3/8% Senior Subordinated Notes due 2013.

      [ ]   NOT to TENDER any Original Notes held by you for the account of the
            undersigned.



            If the undersigned instructs you to tender the Original Notes held
by you for the account of the undersigned, it is understood that you are
authorized to make, on behalf of the undersigned (and the undersigned, by its
signature below, hereby makes to you), the representations and warranties
contained in the Letter of Transmittal that are to be made with respect to the
undersigned as a beneficial owner, including but not limited to the
representations that (i) the undersigned is not an "affiliate" of the Issuer,
(ii) any Exchange Notes to be received by the undersigned are being acquired in
the ordinary course of its business, (iii) the undersigned has no arrangement or
understanding with any person to participate in a distribution (within the
meaning of the Securities Act) of Exchange Notes to be received in the Exchange
Offer, and (iv) if the undersigned is not a broker-dealer, the undersigned is
not engaged in, and does not intend to engage in, a distribution (within the
meaning of the Securities Act) of such Exchange Notes. The Issuer may require
the undersigned, as a condition to the undersigned's eligibility to participate
in the Exchange Offer, to furnish to the Issuer (or an agent thereof) in writing
information as to the number of "beneficial owners" within the meaning of Rule
13d-3 under the Exchange Act on behalf of whom the undersigned holds the
Original Notes to be exchanged in the Exchange Offer. If the undersigned is a
broker-dealer that will receive Exchange Notes for its own account in exchange
for Original Notes, it represents that the Original Notes to be exchanged for
Exchange Notes were acquired by it as a result of market-making activities or
other trading activities and acknowledges that it will deliver a prospectus in
connection with any resale of such Exchange Notes during the period required by
the Prospectus; however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.

                                    SIGN HERE

________________________________________________________________________________
                           Name of Beneficial Owner(s)

________________________________________________________________________________

________________________________________________________________________________
                                    Signature

________________________________________________________________________________

________________________________________________________________________________
                             Name(s) (Please Print)

________________________________________________________________________________

________________________________________________________________________________
                                     Address

________________________________________________________________________________
                                Telephone Number

________________________________________________________________________________
            Taxpayer Identification Number or Social Security Number

________________________________________________________________________________
                                      Date

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