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 *   EMINENCE CAPITAL LLC 2. Date of Event Requiring Statement (Month/Day/Year) 05/09/2006 3. Issuer Name and Ticker or Trading Symbol ARBITRON INC [ARB] (Last) (First) (Middle) 65 EAST 55TH STREET, 25TH FLOOR 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) NEW YORK, NY 10022 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ 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 3,345,600 I See Footnote (1)

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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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
EMINENCE CAPITAL LLC 65 EAST 55TH STREET 25TH FLOOR NEW YORK, NY 10022	Â	  X	Â	Â
Sandler Ricky C 65 EAST 55TH STREET 25TH FLOOR NEW YORK, NY 10022	Â	  X	Â	Â

Signatures

/s/ Ricky C. Sandler, individually, and as Managing Member of Eminence Capital, LLC		05/19/2006
**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)	Eminence Capital, LLC ("Eminence Capital"), serves as investment manager to a number of private investment funds (the "Funds") with respect to which it may be deemed to have voting and dispositive power over the shares of Common Stock reported in this Form 3 (the "Shares"). Mr. Ricky C. Sandler is the Managing Member of Eminence Capital, LLC. Based upon his relationship with Eminence Capital and the Funds and for purposes of Rule 16a-1(a)1 under the Securities Exchange Act of 1934, Mr. Sandler may be deemed to be the beneficial owner of the Shares beneficially owned by the Funds. Mr. Sandler and Eminence Capital hereby disclaim beneficial ownership of all such Shares, except to the extent, if any, of their pecuniary interest therein.

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