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) May 26, 2005

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.)

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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(b) On May 26, 2005, Leslie J. Goldberg, a member of our Board of Directors, resigned from such position and as a consultant to us. On June 1, 2005, we issued a press release regarding this event. We have included the press release as an exhibit to this current report.

Item 9.01 Financial Statements and Exhibits

Exhibit No.	Description
99.1	Text of press release, dated June 1, 2005

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 1, 2005	By:	/s/ WILLIAM J. MCENTEE, JR.
		William J. McEntee, Jr.
		Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Text of press release, dated June 1, 2005

EX-99.1

Exhibit 99.1

For Immediate Release

June 1, 2005

Interep Announces Retirement of Board Member Les Goldberg

New York: Interep (OTCBB: IREP) today announced that Board Member and 37-year company veteran Les Goldberg has retired from the company. His retirement ends a consulting relationship he has maintained with Interep for the past ten years.

“It’s difficult to leave a company that I love after so many years, but it’s time for a change,” said Goldberg. “Helping Interep grow and rise to the top of the radio rep industry has been an extraordinary experience. I couldn’t have asked for a better career, but frankly, after 37 years I’m looking forward to retirement.”

“I will miss working with my friends at Interep, but I know that they’ll continue to do what they’ve always done so well – provide top-tier service to stations and agencies, and adapt to meet new challenges as they arise,” he added.

Goldberg was President/Chief Operating Officer of Interep from 1986-1995. He started with McGavren Guild Radio in 1968 as a salesman and held various positions of increasing responsibility in the following years.

“Les has been an important part of our success over the years and we will miss his counsel, his professionalism, and his friendship,” said Interep CEO Ralph Guild. “Everyone at Interep wishes him a happy retirement.”

About Interep:

Interep (OTCBB: IREP) is the nation’s largest independent advertising sales and marketing company specializing in radio, the Internet and complementary media, with offices in 17 cities. Interep is the parent company of ABC Radio Sales, Infinity Radio Sales, and the Freedom Radio Group, which includes D&R Radio, McGavren Guild Radio, SBS/Interep and Susquehanna Radio Sales. Interep Interactive is 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. Interep is also the parent company for The Event Shop, an event marketing firm. 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, as well as Morrison and Abraham, Interep’s sales consulting division focusing on non-traditional revenue. For more information, visit the company’s website at www.interep.com.

Contact: Jane Sperrazza, Interep, Phone: 212-916-0524, e-mail: jane_sperrazza@interep.com