SEC Form 4

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

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(f) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Neil, Robert F.

(Last) (First) (Middle)

6205 Peachtree Dunwoody Road

(Street)

Atlanta, GA 30328

(City) (State) (Zip)

2. Issuer Name and Ticker
or Trading Symbol

Cox Radio, Inc. CXR

3. I.R.S. Identification
    Number of Reporting
    Person, if an entity
    (voluntary)

4. Statement for
(Month/Year)

January 2003

5. If Amendment,
Date of Original
(Month/Year)

6. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

Director 10% Owner

X Officer Other

Officer/Other

Description President and Chief Executive Officer

7. Individual or Joint/Group
Filing (Check Applicable Line)

X Individual Filing

Joint/Group Filing

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	3. Transaction Code and Voluntary Code (Instr. 8) Code \| V	4. Securities Acquired (A) or Disposed (D) Of (Instr. 3, 4, and 5) Amount \| A/D \| Price	5. Amount of Securities Beneficially Owned at End ofMonth (Instr. 3 and 4)	6. Owner- ship Form: Direct(D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	01/17/2003	M \|	25,000.00 \| A \| $13.92		D
Class A Common Stock	01/17/2003	S \|	25,000.00 \| D \| $26.00	32,354.00	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

(over)
SEC 1474 (3-99)

Neil, Robert F. - January 2003

Form 4 (continued)

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. Conver- sion or Exercise Price of Deri- vative Security	3. Transaction Date (Month/ Day/ Year)	4. Transaction Code and Voluntary (V) Code (Instr.8) Code \| V	5. Number of Derivative Securities Acquired (A) or Disposed (D) Of (Instr. 3,4 and 5)	6. Date Exercisable(DE) and Expiration Date(ED) (Month/Day/Year) (DE) \| (ED)	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 at End of Month (Instr.4)	10. Owner- ship Form of Deriv- ative Security: Direct (D) or Indirect (I)	11. Nature of Indirect Beneficial Ownership (Instr.4)
JAN 1999 Stock Option	$13.92	01/17/2003	M \|	(D) 25,000.00	10/19/1999 (1) \| 01/01/2009	Class A Common Stock - 25,000.00		31,334.00	D
JAN 2000 Stock Option	$31.66				01/03/2005 (2) \| 01/03/2010	Class A Common Stock - 100,275.00		100,275.00	D
JAN 2001 Stock Option	$21.81				01/02/2006 (3) \| 01/02/2011	Class A Common Stock - 121,335.00		121,335.00	D
JAN 2002 Stock Option	$24.66				01/02/2007 (4) \| 01/02/2012	Class A Common Stock - 168,540.00		168,540.00	D

Explanation of Responses :

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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.

/s/ Robert F. Neil
________________________________ 01-22-2003
** Signature of Reporting Person Date

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SEC 1474 (3-99)

Neil, Robert F. - January 2003

Form 4 (continued)

FOOTNOTE Descriptions for Cox Radio, Inc. CXR

Form 4 - January 2003

Robert F. Neil
6205 Peachtree Dunwoody Road

Atlanta, GA 30328

Explanation of responses:

(1) Award vested 100% on this date due to Long-Term Incentive Plan grant provision accelerating vesting upon achievement of stock performance targets.
(2) Pursuant to the Issuer's Long-Term Incentive Plan, the grant will vest and become exercisable as follows: 60% in January 2003, 20% in January 2004 and 20% in January 2005.
(3) Pursuant to the Issuer's Long-Term Incentive Plan, the grant will vest and become exercisable as follows: 60% In January 2004, 20% in January 2005, and 20% in January 2006.
(4) Pursuant to the Issuer's Long-Term Incentive Plan, the grant will vest and become exercisable as follows: 60% in January 2005, 20% in January 2006, and 20% in January 2007.

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NEIL ROBERT F 4