8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) September 20, 2005

REGENT COMMUNICATIONS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

0-15392	31-1492857
(Commission File Number)	(IRS Employer Identification No.)

2000 Fifth Third Center, 511 Walnut Street, Cincinnati, Ohio 45202

(Address of Principal Executive Offices) (Zip Code)

(513) 651-1190

(Registrant’s Telephone Number, Including Area Code)

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 (see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefits Plans

     On September 20, 2005, Regent Communications, Inc. (“Regent”) was notified by the administrator of the Regent Communications, Inc. 401(k) Profit Sharing Plan (the “401(k) Plan”) that the 401(k) Plan will be changing its investments, trustee and recordkeeping services. As a result of these changes, participants in the 401(k) Plan temporarily will be unable to direct or diversify investments in their accounts, obtain a loan from the 401(k) Plan, or obtain a distribution from the 401(k) Plan. The period during which participants will be unable to exercise these rights otherwise available under the 401(k) Plan constitutes a “blackout period.”

     The blackout period will begin at 5:00 PM EST on October 21, 2005 and is expected to end November 25, 2005. Regent Communications, Inc.’s common stock (including any other securities for which the value is derived from Regent’s common stock) is subject to this blackout period.

     On September 20, 2005, Regent sent a notice (the “BTR Notice”) to its directors and executive officers informing them that they may not directly or indirectly purchase, sell or otherwise acquire or transfer any Regent common stock (including any other securities for which the value is derived from Regent’s common stock) during the blackout period, except as permitted by law as indicated in the BTR Notice. A copy of the BTR Notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

     A participant in the 401(k) Plan, a director or executive officer of Regent, a Regent security holder or other interested person may obtain information regarding the blackout period, including the actual ending date, for a period of two years thereafter by contacting Regent’s Human Resources Director, Ginger Scherbarth, at (859) 292-0030, 100 East RiverCenter Boulevard, 9^th Floor, Covington, KY 41011.

Item 9.01 Financial Statements and Exhibits

     (c) Exhibits

Exhibit	Description
99.1	Notice to Directors and Executive Officers of Regent Communications, Inc. regarding 401(k) Plan Blackout Period

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, Regent Communications, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 23, 2005	REGENT COMMUNICATIONS, INC.
	By:	/s/ ANTHONY A. VASCONCELLOS
		Anthony A. Vasconcellos, Executive Vice President and Chief Financial Officer

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EX-99.1

EXHIBIT 99.1

REGENT COMMUNICATIONS, INC.
TRADING BLACKOUT NOTICE
Under 17 CFR 245.104

September 20, 2005

To:   All Directors and Executive Officers of Regent Communications, Inc.

From:   Ginger Scherbarth, Director, Human Resources

****************************************************

     This notice is to inform you that the Regent Communications, Inc. 401(k) Profit Sharing Plan will be changing its investments, trustee and recordkeeping services to Fidelity Investments. As a result of these changes, plan participants temporarily will be unable to direct or diversify investments in their accounts, obtain a loan from the plan, or obtain a distribution from the plan. This period, during which plan participants will be unable to exercise these rights otherwise available under the plan, is called a “blackout period.”

     Regent Communications, Inc.’s common stock is subject to this blackout period. The blackout period will begin at 5:00 PM EST on October 21, 2005 and is expected to end November 25, 2005.

     As a Director and/or Executive Officer of Regent Communications, Inc., you are prohibited by federal law and by Regent’s Policy Statement Regarding Confidentiality of Inside Information and Securities Trades by Company Personnel from directly or indirectly purchasing, selling or otherwise acquiring or transferring any securities of Regent Communications (including any other securities the value of which is derived from Regent’s securities) during the blackout period. This prohibition is broad and includes any transaction in which you may have a pecuniary interest (including transactions by trusts or corporations you control and transactions by your family members).

     There are some exemptions from this prohibition (such as certain dividend reinvestment plans, stock purchase plans or 10b5-1 plans and other transactions). In addition, the prohibition applies only to equity securities of Regent (and derivatives) that you have acquired in connection with your service or employment as a director or executive officer of Regent. In this respect, it is important to note that the law provides that any Regent securities that you sell or otherwise transfer will be deemed to have been acquired in connection with your service or employment unless you establish that the securities were acquired from another source and this identification is consistent with your treatment of the securities for tax purposes and all other disclosure and reporting requirements. However, these exemptions are highly technical and you may not rely on them without pre-clearance by Kate Lucas, as the administrator of Regent’s insider trading policy.

     If you have any questions concerning this notice, you should contact Ginger Scherbarth or Kate Lucas at (859) 292-0030.