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) June 2, 2003

INTEREP NATIONAL RADIO SALES, INC.

(Exact Name of Registrant as Specified in Charter)

New York	000-28395	13-1865151
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

100 Park Avenue, New York, New York	10017
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (212) 916-0700

(Former name or former address, if changed since last report.)

Item 5. Other Events.

On May 28, 2003, we received a notice from Nasdaq regarding its intention to delist our common stock from the SmallCap Market. Please see our press release attached to this Report as an exhibit.

Item 7. Financial Statements and Exhibits

(a) Not applicable

(b) Not applicable

(c) Exhibits

Exhibit No.	Description
99.1	Text of press release, dated June 2, 2003

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.

	INTEREP NATIONAL RADIO SALES, INC. (Registrant)
Date: June 4, 2003	By:	/s/    WILLIAM J. MCENTEE, JR.
		William J. McEntee, Jr. Vice President and Chief Financial Officer

Exhibit Index

Exhibit Number	Exhibit Description
99.1	Text of press release, dated June 2, 2003.

EX-99.1

[LOGO OF INTEREP] NEWS RELEASE

For Immediate Release

June 2, 2003

INTEREP ANNOUNCES NASDAQ DELISTING NOTICE

NEW YORK, NY – Interep (Nasdaq: IREP) today announced that it has received notice from the NASDAQ Stock Market, Inc. stating that the NASDAQ staff has determined that the Company does not meet NASDAQ’s alternative stockholders’ equity, market capitalization or net income requirements for continued listing, as set forth in Marketplace Rule 4310(c)(2) (B). Interep is currently in compliance with all other requirements for continued listing on the NASDAQ Small Cap market.

The notice further indicated NASDAQ’s intent to delist the Company’s stock from the NASDAQ SmallCap market, effective at the opening of business on June 6, 2003. Interep may appeal this determination by requesting a hearing before a Nasdaq Listing Qualifications Panel. The hearing request would stay any delisting of the Company’s stock pending the Panel’s decision.

“While considering an appeal, Interep will evaluate our options and determine what is in the best interest of our company and our shareholders. We may decide not to appeal the delisting if, after careful consideration, we deem that the over-the-counter market is a better fit at this time,” said Ralph Guild, Chairman & CEO of Interep. “Interep is a leader in the national radio representation business. Nothing has changed in that regard. Therefore, regardless of where our stock is traded, we do not believe it will affect the overall value of our stock holdings, or our market growth.”

About Interep:

Interep is the nation’s largest independent advertising sales and marketing company specializing in radio, the Internet and complementary media, with offices in 16 cities. Interep is the parent company of ABC Radio Sales, Allied Radio Partners, Cumulus Radio Sales, D&R Radio, Infinity Radio Sales, McGavren Guild Radio, MG/Susquehanna, SBS/Interep, as well as Interep Interactive, the company’s interactive representation and web publishing division specializing in the sales and marketing of on-line advertising, including streaming media. Interep Interactive includes Winstar Interactive, Cybereps and Perfect Circle Media. In addition, Interep provides a variety of support services, including: consumer and media research, sales and management training, promotional programs and unwired radio “networks.” Clients also benefit from Interep’s new business development team, the Interep Marketing Group. For more information, visit the company’s website at www.interep.com.

Contact:	Mike Frank
Phone:	201-659-0101
e-mail:	mike@mikefrankassociates.com