POS EX

As filed with the Securities and Exchange Commission on March 3, 2009

Registration No. 333-149441

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post Effective Amendment No. 1

to

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

Arbitron Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	52-0278528
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
9705 Patuxent Woods Drive
Columbia, MD	21046
(Address of Principal Executive	(Zip Code)
Offices)

ARBITRON INC. 1999 STOCK INCENTIVE PLAN
(Full Title of the Plan)

Timothy T. Smith, Esq.
Executive Vice President and Chief Legal Officer, Legal and Business Affairs, and Secretary
Arbitron Inc.
9705 Patuxent Woods Drive
Columbia, MD 21046

(Name and Address of Agent for Service)

(410) 312-8000
(Telephone Number, Including Area Code, of Agent for Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 of Arbitron, Inc. is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended, solely in order to file revised Exhibits 23.2 and 24.1.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 8. Exhibits.

The Exhibits to this registration statement are listed in the Index to Exhibits.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 New York, New York, on this 3 day of March, 2009.

ARBITRON INC. a Delaware corporation
By:	/s/ Michael P. Skarzynski
	Michael P. Skarzynski
	Chairman, President, and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ Michael P. Skarzynski		President, and Chief Executive Officer	March 3, 2009
Michael P. Skarzynski		(Principal executive officer)
/s/ Sean R. Creamer		Executive Vice President of Finance and	March 3, 2009
Sean R. Creamer		Planning and Chief Financial Officer (Principal financial and accounting officer)
*
Shellye Archambeau		Director	March 3, 2009
*
David W. Devonshire		Director	March 3, 2009
*
Philip Guarascio		Director	March 3, 2009
*
William T. Kerr		Director	March 3, 2009
*
Larry E. Kittelberger		Director	March 3, 2009
*
Stephen B. Morris		Director	March 3, 2009
*
Luis G. Nogales		Director	March 3, 2009
*
Richard A. Post		Director	March 3, 2009
By:	/s/ Timothy T. Smith		March 3, 2009
	Timothy T. Smith As Attorney-in-fact (see Exhibit 24.1)

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INDEX TO EXHIBITS

Number	Description
5.1**	Opinion of Timothy T. Smith, Executive Vice President and Chief Legal Officer, Legal and Business Affairs, and Secretary of the Registrant regarding the legality of the securities being registered
10.1**	Arbitron 1999 Stock Incentive Plan, as amended as of May 15, 2007 (Previously filed as Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q for the Quarter ended as of June 30, 2007 and incorporated herein by reference)
23.1**	Consent of Timothy T. Smith (included in Exhibit 5.1)
23.2*	Consent of KPMG LLP
24.1*	Powers of attorney

*	Filed Herewith
**	Previously Filed

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EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Arbitron Inc:

We consent to the use of our reports dated March 2, 2009, with respect to the consolidated balance sheets of Arbitron Inc. (the Company), as of December 31, 2008 and 2007, and the related consolidated statements of income, stockholders’ (deficit) equity, comprehensive income and cash flows for each of the years in the three-year period ended December 31, 2008, and the related financial statement schedule and the effectiveness of internal control over financial reporting as of December 31, 2008, which reports appear in the December 31, 2008 annual report on Form 10-K of Arbitron.

Our report relating to the consolidated financial statements refers to the Company’s adoption of the recognition and disclosure provisions and the measurement date provisions of Statement of Financial Accounting Standards No. 158, Employer’s Accounting for Defined Benefit Pension and Other Postretirement Plans, on December 31, 2006 and 2008, respectively and Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes, on January 1, 2007.

/s/ KPMG LLP

Baltimore, Maryland
March 3, 2009

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

     The undersigned hereby constitutes and appoints TIMOTHY T. SMITH, SEAN CREAMER, and JAMES P. DWYER and each of them, to be the undersigned’s true and lawfulattorney-in-fact for thirteen months from the date hereof to:

(1)	execute for and on behalf of the undersigned a Form 3 reflecting the undersigned’s initial beneficial ownership of Arbitron Inc. (the “Company”) reportable on such form, including any amendments to the Form 3; and
(2)	execute for and on behalf of the undersigned any Form 144, Form 4 or Form 5 or any amendments to such forms reporting any changes in the undersigned’s beneficial ownership of the Company’s equity securities reportable on such form; and
(3)	do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete or amend any such Form 3, Form 144, Form 4 or Form 5 and to effect the timely filing of such form with the United States Securities and Exchange Commission and any other authority; and
(4)	execute for and on behalf of the undersigned any registration statements on Form S-8 and any amendments (including post-effective amendments) thereto relating to the Company’s employee benefit plans, provided that any registration statement or amendment in final form is first reviewed by my attorney-in-fact; and his or her name, when thus signed, shall have the same force and effect as though I had manually signed the registration statement and/or amendment; and
(5)	take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.

     The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever necessary and proper to be done in the exercise of any of the rights and powers herein granted, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned hereby revokes any and all powers of attorney previously granted by the undersigned relating to the subject matter of this Power of Attorney.

     The undersigned has caused this Power of Attorney to be executed as of this 26th day of August, 2008.

/s/ Shellye Archambeau Shellye Archambeau

/s/ David W. Devonshire David W. Devonshire

/s/ Philip Guarascio Philip Guarascio

/s/ William T. Kerr William T. Kerr

/s/ Stephen B. Morris Stephen B. Morris

/s/ Richard A. Post Richard A. Post

Exhibit 24.1

POWER OF ATTORNEY

     The undersigned hereby constitutes and appoints TIMOTHY T. SMITH, SEAN CREAMER, and JAMES P. DWYER and each of them, to be the undersigned’s true and lawfulattorney-in-fact for thirteen months from the date hereof to:

(1)	execute for and on behalf of the undersigned a Form 3 reflecting the undersigned’s initial beneficial ownership of Arbitron Inc. (the “Company”) reportable on such form, including any amendments to the Form 3; and
(2)	execute for and on behalf of the undersigned any Form 144, Form 4 or Form 5 or any amendments to such forms reporting any changes in the undersigned’s beneficial ownership of the Company’s equity securities reportable on such form; and
(3)	do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete or amend any such Form 3, Form 144, Form 4 or Form 5 and to effect the timely filing of such form with the United States Securities and Exchange Commission and any other authority; and
(4)	execute for and on behalf of the undersigned any registration statements on Form S-8 and any amendments (including post-effective amendments) thereto relating to the Company’s employee benefit plans, provided that any registration statement or amendment in final form is first reviewed by my attorney-in-fact; and his or her name, when thus signed, shall have the same force and effect as though I had manually signed the registration statement and/or amendment; and
(5)	take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.

     The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever necessary and proper to be done in the exercise of any of the rights and powers herein granted, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned hereby revokes any and all powers of attorney previously granted by the undersigned relating to the subject matter of this Power of Attorney.

     The undersigned has caused this Power of Attorney to be executed as of this 27th day of August, 2008.

/s/ Luis G. Nogales  

Luis G. Nogales 

Exhibit 24.1

POWER OF ATTORNEY

     The undersigned hereby constitutes and appoints TIMOTHY T. SMITH, SEAN CREAMER, and JAMES P. DWYER and each of them, to be the undersigned’s true and lawfulattorney-in-fact for thirteen months from the date hereof to:

(1)	execute for and on behalf of the undersigned a Form 3 reflecting the undersigned’s initial beneficial ownership of Arbitron Inc. (the “Company”) reportable on such form, including any amendments to the Form 3; and
(2)	execute for and on behalf of the undersigned any Form 144, Form 4 or Form 5 or any amendments to such forms reporting any changes in the undersigned’s beneficial ownership of the Company’s equity securities reportable on such form; and
(3)	do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete or amend any such Form 3, Form 144, Form 4 or Form 5 and to effect the timely filing of such form with the United States Securities and Exchange Commission and any other authority; and
(4)	execute for and on behalf of the undersigned any registration statements on Form S-8 and any amendments (including post-effective amendments) thereto relating to the Company’s employee benefit plans, provided that any registration statement or amendment in final form is first reviewed by my attorney-in-fact; and his or her name, when thus signed, shall have the same force and effect as though I had manually signed the registration statement and/or amendment; and
(5)	take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.

     The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever necessary and proper to be done in the exercise of any of the rights and powers herein granted, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned hereby revokes any and all powers of attorney previously granted by the undersigned relating to the subject matter of this Power of Attorney.

     The undersigned has caused this Power of Attorney to be executed as of this 28th day of August, 2008.

/s/ Larry E. Kittelberger  

Larry E. Kittelberger