
                          NOTICE OF GUARANTEED DELIVERY

                                 With Respect to
                     12% Senior Subordinated Notes due 2004
                                       of

                                 RADIO ONE, INC.

                          Pursuant to the Prospectus Dated _______________, 1997

     This  form must be used by a holder of 12%  Senior  Subordinated  Notes due
2004 (the "Notes") of Radio One, Inc., a Delaware  corporation  (the "Company"),
who wishes to tender  Notes to the  Exchange  Agent  pursuant to the  guaranteed
delivery  procedures  described in "The  Exchange  Offer -  Guaranteed  Delivery
Procedures"  of  the  Company's  Prospectus,   dated  ____________,   1997  (the
"Prospectus")  and in  Instruction 2 to the related Letter of  Transmittal.  Any
holder  who  wishes  to  tender  Notes  pursuant  to  such  guaranteed  delivery
procedures  must  ensure  that  the  Exchange  Agent  receives  this  Notice  of
Guaranteed  Delivery  prior  to  the  Expiration  Date  of the  Exchange  Offer.
Capitalized terms used but not defined herein have the meanings ascribed to them
in the Prospectus or the Letter of Transmittal.

<TABLE>
<CAPTION>

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON ________________, 1997 UNLESS EXTENDED (THE "EXPIRATION DATE").
----------------------------------------------------------------------------------------------------------
                                 United States Trust Company of New York
                                          (the "Exchange Agent")


<S>                                <C>                           <C>    
By Overnight Courier:               By Hand:                          By Registered or Certified Mail:
United States Trust Company         United States Trust Company       United States Trust Company
     of New York                         of New York                           of New York
770 Broadway, 13th Floor            111 Broadway                      P.O. Box 844
New York, New York 10003            Lower Level                       Attn:  Corporate Trust Services
Attn:  Corporate Trust Services     Attn:  Corporate Trust Services              Cooper Station
                                    New York, New York 10006          New York, New York 10276-0844

</TABLE>


     DELIVERY  OF THIS  INSTRUMENT  TO AN ADDRESS  OTHER THAN AS SET FORTH ABOVE
WILL NOT CONSTITUTE A VALID DELIVERY.


                                                  

<PAGE>



     This form is not to be used to  guarantee  signatures.  If a signature on a
Letter of Transmittal is required to be guaranteed by an "Eligible  Institution"
under the  instructions  thereto,  such  signature  guarantee must appear in the
applicable space provided in the signature box on the Letter of Transmittal.

Ladies and Gentlemen:
     The undersigned  hereby tenders to the Company,  upon the terms and subject
to the  conditions  set  forth  in the  Prospectus  and the  related  Letter  of
Transmittal,  receipt of which is hereby  acknowledged,  the principal amount of
Notes set forth below pursuant to the guaranteed  delivery  procedures set forth
in the Prospectus and in Instruction 2 of the Letter of Transmittal.

     The undersigned hereby tenders the Notes listed below:

<TABLE>
<CAPTION>

<S>                                                   <C>                          <C>   
--------------------------------------------------------------------------------------------------------
CERTIFICATE NUMBER(S) (IF KNOWN) OF NOTES OR           AGGREGATE PRINCIPAL           AGGREGATE PRINCIPAL
 ACCOUNT NUMBER AT THE BOOK-ENTRY FACILITY              AMOUNT REPRESENTED           AMOUNT TENDERED
--------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------

</TABLE>


                                        2

<PAGE>




                                 PLEASE SIGN AND COMPLETE
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
<S>                                                  <C> 
Signatures of Registered Holder(s) or
Authorized Signatory:______________________            Date: ___________________, 1996
________________________________________               Address:_________________________________

----------------------------------------               ------------------------------------------

Name(s) of Registered Holder(s):_____________          Area Code and Telephone No._______________

----------------------------------------

----------------------------------------

-------------------------------------------------------------------------------------------------
</TABLE>


     This Notice of Guaranteed  Delivery must be signed by the Holder(s) exactly
as their  name(s)  appear on  certificates  for Notes or on a security  position
listing as the owner of Notes, or by person(s) authorized to become Holder(s) by
endorsements and documents  transmitted with this Notice of Guaranteed Delivery.
If   signature   is   by   a   trustee,   executor,   administrator,   guardian,
attorney-in-fact,   officer  or  other   person   acting  in  a   fiduciary   or
representative capacity, such person must provide the following information.

                           Please print name(s) and address(es)

Name(s): _______________________________________________________________________

--------------------------------------------------------------------------------

Capacity: ______________________________________________________________________

Address(es):____________________________________________________________________

--------------------------------------------------------------------------------


                                        3

<PAGE>





                                    GUARANTEE
                    (Not to be used for signature guarantee)

     The  undersigned,  a  firm  which  is a  member  of a  registered  national
securities exchange or of the National Association of Securities Dealers,  Inc.,
or is a commercial  bank or trust company having an office or  correspondent  in
the United States, or is otherwise an "eligible  guarantor  institution"  within
the  meaning of Rule  17Ad-15  under the  Securities  Exchange  Act of 1934,  as
amended, guarantees deposit with the Exchange Agent of the Letter of Transmittal
(or facsimile  thereof),  together with the Notes tendered hereby in proper form
for transfer (or confirmation of the book-entry  transfer of such Notes into the
Exchange Agent's account at the Book-Entry  Transfer  Facility  described in the
prospectus  under  the  caption  "The  Exchange  Offer  --  Guaranteed  Delivery
Procedures" and in the Letter of Transmittal) and any other required  documents,
all by 5:00  p.m.,  New York City  time,  on the fifth New York  Stock  Exchange
trading day following the Expiration Date.
<TABLE>
<CAPTION>


<S>                                                   <C>
Name of firm_____________________________              ________________________________________
                                                                      (Authorized Signature)
Address__________________________________              Name____________________________________
                                                                          (Please Print)
________________________________________               Title_____________________________________
                 (Include Zip Code)

Area Code and Tel. No. ___________________             Dated______________________________, 1996

</TABLE>
------------

     DO NOT SEND SECURITIES WITH THIS FORM.  ACTUAL SURRENDER OF SECURITIES MUST
BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, AN EXECUTED LETTER OF TRANSMITTAL.

                                        4

<PAGE>


                 INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

     1. Delivery of this Notice of Guaranteed Delivery. A properly completed and
duly executed copy of this Notice of Guaranteed Delivery and any other documents
required by this Notice of Guaranteed  Delivery must be received by the Exchange
Agent at its address set forth herein prior to the  Expiration  Date. The method
of  delivery  of this  Notice of  Guaranteed  Delivery  and any  other  required
documents to the Exchange  Agent is at the election and sole risk of the holder,
and the delivery will be deemed made only when actually received by the Exchange
Agent. If delivery is by mail,  registered  mail with return receipt  requested,
properly  insured,  is  recommended.  As an alternative to delivery by mail, the
holders may wish to consider using an overnight or hand delivery service. In all
cases,  sufficient  time  should be allowed  to assure  timely  delivery.  For a
description  of the guaranteed  delivery  procedures,  see  Instruction 2 of the
Letter of Transmittal.

     2.  Signatures  on this Notice of  Guaranteed  Delivery.  If this Notice of
Guaranteed Delivery is signed by the registered  holder(s) of the Notes referred
to herein, the signature must correspond with the name(s) written on the face of
the Notes without  alteration,  enlargement,  or any change whatsoever.  If this
Notice of  Guaranteed  Delivery  is signed by a  participant  of the  Book-Entry
Transfer Facility whose name appears on a security position listing as the owner
of the Notes,  the signature must correspond with the name shown on the security
position listing as the owner of the Notes.

         If this Notice of Guaranteed  Delivery is signed by a person other than
the registered  holder(s) of any Notes listed or a participant of the Book-Entry
Transfer  Facility,  this Notice of Guaranteed  Delivery must be  accompanied by
appropriate bond powers,  signed as the name of the registered holder(s) appears
on the Notes or signed as the name of the  participant  shown on the  Book-Entry
Transfer Facility's security position listing.

         If this Notice of Guaranteed Delivery is signed by a trustee, executor,
administrator,  guardian,  attorney-in-fact,  officer of a corporation, or other
person acting in a fiduciary or representative  capacity,  such person should so
indicate  when  signing  and  submit  with the  Letter of  Transmittal  evidence
satisfactory to the Company of such person's authority to so act.

     3. Requests for Assistance or Additional Copies. Questions and requests for
assistance and requests for additional  copies of the Prospectus may be directed
to the Exchange Agent at the address  specified in the  Prospectus.  Holders may
also contact their broker,  dealer,  commercial  bank,  trust company,  or other
nominee for assistance concerning the Exchange Offer.



                                        5


