Edgar Filing: DUPREE LINDA

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

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

DUPREE LINDA

2. Issuer Name and Ticker or Trading Symbol
ARBITRON INC [ARB]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
EVP, PPM New Product Develop.

(Last)

(First)

(Middle)

142 WEST 57TH STREET

3. Date of Earliest Transaction (Month/Day/Year)
10/29/2007

(Street)

NEW YORK, NY 10019

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/29/2007		M		1,001	A	$ 23.91	19,444.098 ⁽¹⁾	D
Common Stock	10/29/2007		M		10,001	A	$ 38.26	29,445.098 ⁽¹⁾	D
Common Stock	10/29/2007		M		6,668	A	$ 41.05	36,113.098 ⁽¹⁾	D
Common Stock	10/29/2007		M		3,334	A	$ 38.88	39,447.098 ⁽¹⁾	D
Common Stock	10/29/2007		S⁽²⁾		100	D	$ 49.36	39,347.098 ⁽¹⁾	D
Common Stock	10/29/2007		S⁽²⁾		300	D	$ 49.37	39,047.098 ⁽¹⁾	D
Common Stock	10/29/2007		S⁽²⁾		500	D	$ 49.38	38,547.098 ⁽¹⁾	D
Common Stock	10/29/2007		S⁽²⁾		400	D	$ 49.39	38,147.098 ⁽¹⁾	D
Common Stock	10/29/2007		S⁽²⁾		100	D	$ 49.4	38,047.098 ⁽¹⁾	D
Common Stock	10/29/2007		S⁽²⁾		600	D	$ 49.41	37,447.098 ⁽¹⁾	D
Common Stock	10/29/2007		S⁽²⁾		300	D	$ 49.42	37,147.098 ⁽¹⁾	D
Common Stock	10/29/2007		S⁽²⁾		133	D	$ 49.43	37,014.098 ⁽¹⁾	D
Common Stock	10/29/2007		S⁽²⁾		600	D	$ 49.45	36,414.098 ⁽¹⁾	D
Common Stock	10/29/2007		S⁽²⁾		600	D	$ 49.46	35,814.098 ⁽¹⁾	D
Common Stock	10/29/2007		S⁽²⁾		434	D	$ 49.47	35,380.098 ⁽¹⁾	D
Common Stock	10/29/2007		S⁽²⁾		500	D	$ 49.48	34,880.098 ⁽¹⁾	D
Common Stock	10/29/2007		S⁽²⁾		800	D	$ 49.49	34,080.098 ⁽¹⁾	D
Common Stock	10/29/2007		S⁽²⁾		100	D	$ 49.5	33,980.098 ⁽¹⁾	D
Common Stock	10/29/2007		S⁽²⁾		300	D	$ 49.51	33,680.098 ⁽¹⁾	D
Common Stock	10/29/2007		S⁽²⁾		500	D	$ 49.52	33,180.098 ⁽¹⁾	D
Common Stock	10/29/2007		S⁽²⁾		500	D	$ 49.54	32,680.098 ⁽¹⁾	D
Common Stock	10/29/2007		S⁽²⁾		300	D	$ 49.55	32,380.098 ⁽¹⁾	D
Common Stock	10/29/2007		S⁽²⁾		800	D	$ 49.56	31,580.098 ⁽¹⁾	D
Common Stock	10/29/2007		S⁽²⁾		200	D	$ 49.57	31,380.098 ⁽¹⁾	D
Common Stock	10/29/2007		S⁽²⁾		100	D	$ 49.59	31,280.098 ⁽¹⁾	D
Common Stock	10/29/2007		S⁽²⁾		100	D	$ 49.6	31,180.098 ⁽¹⁾	D
Common Stock	10/29/2007		S⁽²⁾		400	D	$ 49.62	30,780.098 ⁽¹⁾	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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Option (right to buy)

$ 23.91

10/29/2007

1,001

10/20/2000

10/20/2009

Common Stock

1,001

$ 0

500

Non-Qualified Stock Option (right to buy)

$ 38.26

10/29/2007

10,001

08/19/2005

08/19/2014

Common Stock

10,001

$ 0

9,999

Non-Qualified Stock Option (right to buy)

$ 41.05

10/29/2007

6,668

02/23/2006

02/23/2015

Common Stock

6,668

$ 0

13,332

Non-Qualified Stock Option (right to buy)

$ 38.88

10/29/2007

3,334

03/01/2007

03/01/2016

Common Stock

3,334

$ 0

16,666

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DUPREE LINDA 142 WEST 57TH STREET NEW YORK, NY 10019			EVP, PPM New Product Develop.

Signatures

/s/ Timothy T. Smith, Attorney in Fact for Linda Dupree		10/31/2007
^**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)	Includes shares acquired under the issuer's ESPP in transactions that were exempt from reporting on Form 4. Information is as of October 30, 2007.
(2)	The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 25, 2007.
Remarks: This filing is one of three Form 4 filings disclosing the transaction taking place on October 29, 2007 for the reporting person. The aggregate number of shares of common stock directly beneficially owned by the reporting person following the transaction reported on the three Form 4 filings is 18,443.098.

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