


Ms. Gay Truscott
July 31, 1997


                                                                   EXHIBIT 10.19



                                 RADIO ONE, INC.






                                  July 31, 1997




Ms. Gay Truscott
Senior Vice President
Allied Capital
1666 K Street, NW
Washington, D.C.  20006


Dear Ms. Truscott:

     Reference  is made to that  certain  Letter of Intent dated as of March 12,
1997,  by and  between  Radio One , Inc.  ("Radio  One" or  "Buyer")  and Allied
Capital  Financial  Corporation  ("Allied" or "Seller")  pursuant to which Radio
One, or any entity controlled by the same principals who control Radio One, will
purchase  from  Allied  and G.  Cabell  Williams,  III,  in a warrant  and stock
transaction,  a warrant for and all of the issued and outstanding  capital stock
of BHI, as such Letter of Intent was  extended by that certain  First  Amendment
dated as of May 6, 1997, that certain Second Amendment dated as of May 30, 1997,
and that  certain  Third  Amendment  dated as of June 5, 1997,  which  Letter of
Intent,  as so amended,  lapsed on June 18,  1997.  Then by letter dated July 1,
1997,  Radio One and Allied agreed to revive and modify the Letter of Intent and
extend  it  through  July  31,  1997.  Capitalized  terms  used  herein  without
definition shall have the meanings  assigned such terms in the Letter of Intent.
Radio One and Allied  hereby  agree to further  modify the Letter of Intent,  as
amended and modified, as follows:

     1. The attached Term Sheet For the  Acquisition  of WYCB-AM  ("Term Sheet")
describes  the  consideration  to be  paid  by  Radio  One.  All  references  to
consideration  in the Letter of Intent  dated  March 12,  1997,  as  modified by
letter of July 1, 1997, are deleted in their entirety.

     2. The penultimate paragraph of the Letter of Intent, as modified by letter
of July 1, 1997, is revised to substitute  the date of August 29, 1997, for that
of July 31, 1997.



<PAGE>




     3. The Letter of Intent is further  modified to provide that the Definitive
Agreement  shall not include as a condition to Radio One's  obligation  to close
that BHI has  achieved or  maintained  a specific  cash flow or that WYCB-AM has
achieved  or  maintained  a  certain  ratings  or  market  share or any  similar
contingency to closing.

     4. The Letter of Intent is further  modified to provide that the Definitive
Agreement  shall not include any employee  severance  obligation as to Allied or
the Shareholder. However, the Definitive Agreement will provide a representation
that there is no and there will not be  consideration  due to  employees  of BHI
whose  employment is terminated by Allied and/or Radio One. Within five (5) days
of the filing of an application  with the FCC seeking  authority to transfer the
stock of BHI to Radio One, or its subsidiary, Allied will provide written notice
to each employee that some or all of the employees currently employed at Station
WYCB may be terminated by Radio One upon consummation of the sale of the stock.

     5. The Letter of Intent is further  modified to incorporate  the provisions
described in the attached Term Sheet.  The warrant  referenced in the Term Sheet
shall  expire on the date that any and all  amounts due and owing under the Note
are paid in full.

         We look  forward to working  with you to  consummate  the  transactions
contemplated by this Letter of Intent as modified hereby. Please do not hesitate
to call with any  questions  or comments  that you may have  regarding  anything
contained herein.

         This letter may be signed in  counterparts,  facsimile  signature to be
binding upon receipt by facsimile transmission.


                                                              Very Truly Yours,

                                                              RADIO ONE, INC.


                                                              By:  /s/
                                                              Scott R. Royster

Agreed:

ALLIED CAPITAL FINANCIAL CORPORATION


By:  /s/
     -------------------------------
     Gay Truscott


<PAGE>




                                   TERM SHEET
                               FOR THE ACQUISITION
                                       OF
                                     WYCB-AM


     The  acquisition  (the  "Acquisition")  by  Radio  One,  Inc.,  a  Delaware
corporation  ("ROI"),  of a  warrant  for and all of the  outstanding  shares of
capital stock of Broadcast  Holdings,  Inc., a District of Columbia  corporation
and the current owner and operator of WYCB-AM  ("Broadcast  Holdings"),  from G.
Cabell Williams,  III, Allied Capital  Financial  Corporation and its affiliates
(collectively,  "Allied") will be consummated  substantially  in accordance with
the terms set forth in that certain  draft dated June 12, 1997 of the Option and
Stock Purchase Agreement (the "Agreement") among Broadcast Holdings,  Allied and
ROI, except to the extent changes to the Agreement are required by the structure
and form of consideration  described in this Term Sheet and the Letter of Intent
dated July 31, 1997.

PURCHASER:          All of the outstanding  shares of capital stock of Broadcast
                    Holdings  will be purchased  by a newly formed  wholly owned
                    subsidiary  of ROI  ("Newco"),  and which will be designated
                    along with Broadcast Holdings as an Unrestricted  Subsidiary
                    (as such term is  defined in the  Indenture  dated as of May
                    15, 1997 with respect to ROI's 12% Senior Subordinated Notes
                    due 2004).

PURCHASE PRICE:     The  total  purchase  price  payable  under the terms of the
                    Agreement  shall be payable with a note (the "Note")  issued
                    by Newco, with an aggregate  original principal amount equal
                    to $3.75  million  and which  shall be secured in the manner
                    provided below.

TERMS OF THE NOTE:  Interest rate - 13% per annum,  payable quarterly in cash on
                    the basis of 10% per annum, with the balance thereof (3% per
                    annum) to be accrued  from the date of the  issuance  of the
                    Note (the "Issue Date") and  compounded  quarterly.  Any and
                    all  outstanding  principal  of the Note  together  with all
                    accrued and unpaid interest thereon shall be due and payable
                    on the third anniversary of the Issue Date.

                    Prepayable at any time without  premium or penalty,  subject
                    to a minimum of prepayment of $100,000.



<PAGE>


SECURITY FOR THE
NOTE:               The Note will be  secured by (a) a pledge by Newco of all of
                    the  outstanding   shares  of  capital  stock  of  Broadcast
                    Holdings (the "Shares"),  and (b) pursuant to a guarantee by
                    Broadcast  Holdings of the Note, by substantially all of the
                    tangible  and  intangible  assets  of  Broadcast   Holdings,
                    including,  to the extent  permitted by law, the FCC license
                    for WYCB-AM, but excluding any LMA Agreement between ROI and
                    Newco and/or Broadcast  Holdings  (together with the Shares,
                    the "Collateral").

WARRANT:            As  additional  consideration  for the  stock  of  Broadcast
                    Holdings,   ROI  would  issue  a  contingent   warrant  (the
                    "Warrant") to Allied which would be exercisable as described
                    herein  for a  number  of  shares  of  ROI's  15%  Series  A
                    Cumulative   Redeemable   Preferred  Stock  (the  "Series  A
                    Preferred")  having an aggregate  liquidation value of up to
                    $4.0  million  (the  rights,  preferences  and  terms of the
                    Series A Preferred are set forth in the Amended and Restated
                    Certificate of Incorporation of ROI filed with the Secretary
                    of State of Delaware on May 16, 1997).  The Warrant would be
                    issued at the closing of the Acquisition and upon payment by
                    Allied of $100 to ROI.  The  exercise  price for the Warrant
                    would be nominal (for example, $.01 per share). Finally, the
                    Warrant would only be  exercisable  if, and then only to the
                    extent that,  after a default  under the Note,  the proceeds
                    from any  foreclosure or other action taken by the holder of
                    the Note with respect to the Collateral are  insufficient to
                    cover the full amount due under the Note.

COVENANTS:          Subject to customary exceptions such as, among other things,
                    the sale of  assets  in the  ordinary  course  of  business,
                    Broadcast  Holdings  and Newco would be subject to covenants
                    restricting  the  disposition  of the Collateral or mergers,
                    recapitalizations or other similar  transactions;  provided,
                    however,  no covenants  will restrict any dividends or other
                    distributions  of cash (other than cash that constitutes the
                    proceeds  of  Collateral   not  permitted  to  be  sold)  by
                    Broadcast  Holdings or Newco  subject to Broadcast  Holdings
                    maintaining  as surplus a minimum  cash  balance of $30,000,
                    and  no   covenants   will   restrict  ROI  or  any  of  its
                    subsidiaries (other than Newco and Broadcast Holdings) under
                    any circumstances..


<PAGE>





PRE-CLOSING LMA:    Prior to the  closing of the  Acquisition,  ROI would  enter
                    into an LMA  Agreement  with  Broadcast  Holdings  on  terms
                    satisfactory  to ROI and Allied,  provided that the parties'
                    failure to conclude a pre-closing LMA Agreement shall not be
                    a condition to the consummation of the Acquisition.


POST-CLOSING LMA:   Following the closing of the Acquisition, ROI may enter into
                    an LMA Agreement with Newco and/or Broadcast Holdings.





