
                    INSTRUCTIONS TO REGISTERED HOLDER AND/OR
         BOOK-ENTRY TRANSFER FACILITY PARTICIPANT FROM BENEFICIAL OWNER

                                       OF

                                 RADIO ONE, INC.

                     12% SENIOR SUBORDINATED NOTES DUE 2004

  To Registered Holder and/or Participant of the Book-Entry Transfer Facility:

     The  undersigned  hereby  acknowledges  receipt  of the  Prospectus,  dated
_____________,   1997  (the   "Prospectus")  of  Radio  One,  Inc.,  a  Delaware
corporation  (the "Company"),  and the  accompanying  Letter of Transmittal (the
"Letter of  Transmittal"),  that together  constitute  the Company's  offer (the
"Exchange  Offer").  Capitalized  terms  used but not  defined  herein  have the
meanings ascribed to them in the Prospectus.

     This will instruct you, the registered  holder and/or  book-entry  transfer
facility  participant,  as to action to be taken by you relating to the Exchange
Offer with respect to the 12% Senior  Subordinated  Notes due 2004 (the "Notes")
held by you for the account of the undersigned.

     The  aggregate  face amount of the Notes held by you for the account of the
undersigned is (fill in amount):

     $                          of the 12% Senior Subordinated Notes due 2004

     With respect to the Exchange Offer,  the undersigned  hereby  instructs you
(CHECK APPROPRIATE BOX):

    [ ]  TO TENDER the following Notes held by you for the account of the
         undersigned (INSERT PRINCIPAL AMOUNT OF NOTES TO BE TENDERED, IF 
         ANY):   $

    [ ]  NOT TO TENDER any Notes held by you for the account of the undersigned.

     If the  undersigned  instructs  you to tender the Notes held by you for the
account of the  undersigned,  it is understood  that you are  authorized  (a) to
make, on behalf of the undersigned (and the undersigned, by its signature below,
hereby makes to you), the representation and warranties  contained in the Letter
of  Transmittal  that  are to be  made  with  respect  to the  undersigned  as a
beneficial owner,  including but not limited to the representations that (i) the
undersigned's  principal residence is in the state of (fill in state) , (ii) the
undersigned is acquiring the Exchange  Notes in the ordinary  course of business
of the  undersigned,  (iii)  the  undersigned  is not  participating,  does  not
participate,  and  has no  arrangement  or  understanding  with  any  person  to
participate in the  distribution  of the Exchange  Notes,  (iv) the  undersigned
acknowledges that any person participating in the Exchange Offer for the purpose
of  distributing  the  Exchange  Notes must  comply  with the  registration  and
prospectus delivery  requirements of the Securities Act of 1933, as amended (the
"Act"), in connection with a secondary resale  transaction of the Exchange Notes
acquired  by such  person and cannot  rely on the  position  of the Staff of the
Securities  and  Exchange  Commission  set forth in  no-action  letters that are
discussed in the section of the Prospectus entitled "The Exchange Offer--Resales
of the  Exchange  Notes,"  and (v) the  undersigned  is not an  "affiliate,"  as
defined in Rule 405 under the Act, of the  Company;  (b) to agree,  on behalf of
the undersigned, as set forth in the Letter of Transmittal; and (c) to take such
other action as necessary  under the  Prospectus or the Letter of Transmittal to
effect the valid tender of such Notes.


                                                     SIGN HERE

Name of beneficial owner(s): ---------------------------------------------------


Signature(s):-------------------------------------------------------------------


Name (please print):------------------------------------------------------------


Address:     -------------------------------------------------------------------


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


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


Telephone number:   ------------------------------------------------------------


Taxpayer Identification or Social Security Number: -----------------------------


Date: --------------------------------------------------------------------------

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


