Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  HANLEY CAROL
2. Date of Event Requiring Statement (Month/Day/Year)
06/24/2010
3. Issuer Name and Ticker or Trading Symbol
ARBITRON INC [ARB]
(Last)
(First)
(Middle)
ARBITRON INC., 9705 PATUXENT WOODS DRIVE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP Chief Sales & Marketing
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

COLUMBIA, MD 21046
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 750 (1)
D
 
Common Stock 230.39 (2)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) 01/27/2006 01/27/2015 Common Stock 5,000 $ 40.25 D  
Non-Qualified Stock Option (right to buy) 06/01/2007 06/01/2016 Common Stock 5,000 $ 40.36 D  
Non-Qualified Stock Option (right to buy) 05/15/2008 05/15/2017 Common Stock 5,000 $ 48.25 D  
Non-Qualified Stock Option (right to buy)   (3) 01/24/2018 Common Stock 3,000 $ 40.31 D  
Non-Qualified Stock Option (right to buy)   (4) 05/13/2018 Common Stock 5,000 $ 46.64 D  
Non-Qualified Stock Option (right to buy)   (5) 07/13/2019 Common Stock 7,500 $ 16.49 D  
Non-Qualified Stock Option (right to buy)   (6) 03/04/2020 Common Stock 15,701 $ 22.17 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HANLEY CAROL
ARBITRON INC.
9705 PATUXENT WOODS DRIVE
COLUMBIA, MD 21046
      EVP Chief Sales & Marketing  

Signatures

Timothy T. Smith, Attorney in Fact for Carol Hanley 07/02/2010
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Represents restricted stock units that will vest in four equal annual installments commencing on the first anniversary of the date of grant, which is July 13, 2010.
(2) Includes shares acquired under the issuer's ESPP.
(3) The stock option is exercisable in three equal annual installments. The first and second installments became exercisable on January 24, 2009 and January 24, 2010, respectively. The final installment becomes exercisable on January 24, 2011.
(4) The stock option is exercisable in three equal annual installments. The first and second installments became exercisable on May 13, 2009 and May 13, 2010, respectively. The final installment becomes exercisable on May 13, 2011.
(5) Represents stock options that vest and become exercisable in three equal annual installments commencing on the first anniversary of the date of grant. The first installment becomes exerciseable on July 13, 2010.
(6) Represents stock options that vest and become exercisable in three equal annual installments commencing on the first anniversary of the date of grant. The first installment becomes exerciseable on March 4, 2011.

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