Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
JOHNSTON NEIL O
  2. Issuer Name and Ticker or Trading Symbol
COX RADIO INC [CXR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Vice President & CFO
(Last)
(First)
(Middle)
6205 PEACHTREE DUNWOODY ROAD
3. Date of Earliest Transaction (Month/Day/Year)
08/22/2008
(Street)

ATLANTA, GA 30328
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 08/22/2008   S   2,310 D $ 11.38 19,243 D  
Restricted Stock Units (1)               8,255 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
APR 2001 Stock Options $ 20.57             04/09/2006(2) 04/09/2011 Class A Common Stock 734   734 D  
JAN 1999 Stock Option $ 13.92             10/19/1999(3) 01/01/2009 Class A Common Stock 2,193   2,193 D  
JAN 2001 Stock Option $ 21.81             01/02/2006(2) 01/02/2011 Class A Common Stock 17,000   17,000 D  
JAN 2002 Stock Option $ 24.66             01/02/2007(4) 01/02/2012 Class A Common Stock 25,000   25,000 D  
MAR 2001 Stock Option $ 22.51             03/01/2006(5) 03/01/2011 Class A Common Stock 16,339   16,339 D  
MAR 2003 Stock Option $ 20.9             03/18/2008(6) 01/01/2013 Class A Common Stock 30,860   30,860 D  
MAR 2004 Stock Option $ 21.3             03/15/2009(7) 03/15/2014 Class A Common Stock 20,000   20,000 D  
MAR 2005 Stock Option $ 17.04             03/15/2010(8) 03/15/2015 Class A Common Stock 36,780   36,780 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
JOHNSTON NEIL O
6205 PEACHTREE DUNWOODY ROAD
ATLANTA, GA 30328
      Vice President & CFO  

Signatures

 /s/ Johnston, Neil O.   08/25/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Each restricted stock unit represents the right to receive one share of Cox Radio, Inc. Class A Common Stock.
(2) Pursuant to the Issuer's Long-Term Incentive Plan, the grant will become exercisable as follows: 60% In January 2004, 20% in January 2005, and 20% in January 2006.
(3) Award vested 100% on this date due to Long-Term Incentive Plan grant provision accelerating vesting upon achievement of stock performance targets.
(4) Pursuant to the Issuer's Long-Term Incentive Plan, the grant will become exercisable as follows: 60% in January 2005, 20% in January 2006, and 20% in January 2007.
(5) Pursuant to the Issuer's Long-Term Incentive Plan, the grant will become exercisable as follows: 60% in March 2004, 20% in March 2005, and 20% in March 2006.
(6) Pursuant to the Issuer's Long-Term Incentive Plan, the grant will become exercisable as follows: 60% in March 2006, 20% in March 2007, and 20% in March 2008.
(7) Pursuant to the Issuer's Long-Term Incentive Plan, the grant will become exercisable as follows: 60% in March 2007, 20% in March 2008, and 20% in March 2009.
(8) Pursuant to the Issuer's Long-Term Incentive Plan, the grant will become exercisable as follows: 60% in March 2008, 20% in March 2009, and 20% in March 2010.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.