8-K

 

UNITED STATES
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): June 3, 2009

Arbitron Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	1-1969	52-0278528
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
9705 Patuxent Woods Drive, Columbia, Maryland		21046
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 410-312-8000

Not Applicable
______________________________________________
Former name or former address, if changed since last report

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 7.01 Regulation FD Disclosure.

On June 3, Stephen Morris, the former President, Chief Executive Officer and Chairman of the Board of Directors and current employee of Arbitron Inc. (the "Company") established a new stock trading plan in accordance with the requirements specified in Rule 10b5-1(c) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Mr. Morris established this plan in order to diversify his investment portfolio. Under the terms of the plan, an authorized third-party broker will sell shares of Company common stock at monthly intervals beginning in August 2009. Additionally, an authorized third-party broker may exercise stock options and then sell shares of Company common stock beginning in August 2009 and ending in October 2009. The plan covers the sale of up to 27,617 shares of Company common stock. This plan is scheduled to terminate no later than December 31, 2009. The plan was adopted during an authorized trading period and when Mr. Morris was not in possession of material non-public informati on.

Transactions under this plan will be publicly reported to the Securities and Exchange Commission in accordance with applicable securities laws, rules and regulations.

Item 9.01 Financial Statements and Exhibits.

99.1 Press Release of Arbitron Inc. dated June 4, 2009

The information in this Form 8-K and attached Exhibit shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

SIGNATURES

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.

	Arbitron Inc.
June 4, 2009	By:	/s/ Timothy T. Smith
		Name: Timothy T. Smith
		Title: Executive Vice President & Chief Legal Officer, Legal & Business Affairs & Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press Release of Arbitron Inc. dated June 4, 2009

EX-99.1

Press
Information

Contact: Deirdre Blackwood
Arbitron Inc.
410-312-8523
didi.blackwood@arbitron.com

Jessica Benbow
Arbitron Inc.
410-312-8363
jessica.benbow@arbitron.com

For Immediate Release

Former Arbitron Chairman and CEO Morris Enters Into 10b5-1 Trading Plan

COLUMBIA, Md., June 4, 2009 — Arbitron Inc. (NYSE: ARB) announced today that former Chairman and Chief Executive Officer and current employee Stephen Morris has entered into a Rule 10b5-1 stock trading plan in order to diversify his investment portfolio covering the sale of 27,617 shares of Arbitron common stock.

Under the terms of the plan, an authorized third-party broker will sell shares of Arbitron common stock at monthly intervals beginning in August 2009. Additionally, an authorized third-party broker may exercise stock options and then sell shares of Arbitron common stock beginning in August 2009 and ending in October 2009. This plan is scheduled to terminate no later than December 31, 2009. The plan was adopted during an authorized trading period and when Mr. Morris was not in possession of material non-public information.

Transactions under this plan will be publicly reported to the Securities and Exchange Commission in accordance with applicable securities laws, rules and regulations.

About Arbitron

Arbitron Inc. (NYSE: ARB) is a media and marketing research firm serving the media – radio, television, cable, online radio and out-of-home – as well as advertisers and advertising agencies. Arbitron’s core businesses are measuring network and local market radio audiences across the United States; surveying the retail, media and product patterns of local market consumers; and providing application software used for analyzing media audience and marketing information data. The company has developed the Portable People Meter, a new technology for media and marketing research.

Arbitron’s headquarters and its world-renowned research and technology organizations are located in Columbia, Maryland.

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Portable People Meter^TM and PPM^TM are marks of Arbitron Inc.