Statement of Changes in Beneficial Ownership (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 OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * HANLEY CAROL	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) See Remarks
(Last)          (First)          (Middle) 9705 PATUXENT WOODS DRIVE	3. Date of Earliest Transaction (MM/DD/YYYY) 9/30/2013
(Street) COLUMBIA, MD 21046 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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
Common Stock	9/30/2013		D		17693.6404   (1)	D	$48.00	0	D

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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
Non-Qualified Stock Option (right to buy)	$44.44	9/30/2013		D			6820	(2)	2/8/2021	Common Stock	6820	$3.56	0	D
Non-Qualified Stock Option (right to buy)	$33.87	9/30/2013		D			14790	(2)	2/28/2022	Common Stock	14790	$14.13	0	D
Non-Qualified Stock Option (right to buy)	$40.25	9/30/2013		D			5000	(2)	1/27/2015	Common Stock	5000	$7.75	0	D
Non-Qualified Stock Option (right to buy)	$40.36	9/30/2013		D			5000	(2)	6/1/2016	Common Stock	5000	$7.64	0	D
Non-Qualified Stock Option (right to buy)	$40.31	9/30/2013		D			3000	(2)	1/24/2018	Common Stock	3000	$7.69	0	D
Non-Qualified Stock Option (right to buy)	$46.64	9/30/2013		D			5000	(2)	5/13/2018	Common Stock	5000	$1.36	0	D
Non-Qualified Stock Option (right to buy)	$16.49	9/30/2013		D			7500	(2)	7/13/2019	Common Stock	7500	$31.51	0	D
Non-Qualified Stock Option (right to buy)	$22.17	9/30/2013		D			15701	(2)	3/4/2020	Common Stock	15701	$25.83	0	D

Explanation of Responses:
( 1)	Pursuant to the Agreement and Plan of Merger by and among Nielsen Holdings N.V. ("Nielsen"), TNC Sub I Corporation and Arbitron Inc., as amended (the "Merger Agreement"), 13,670.6404 of these restricted stock units were cancelled in exchange for a cash payment equal to $48.00 per share and 4,023 of these restricted stock units were converted into restricted stock units with respect to 5,316 shares of Nielsen common stock.
( 2)	Pursuant to the Merger Agreement, these options, which provided for vesting in three equal annual installments beginning on the first anniversary of the date of grant for each such option, were canceled in exchange for a cash payment representing the difference between $48.00 per share and the exercise price of each such option.

Remarks: EVP, Chief Sales & Marketing Officer

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HANLEY CAROL 9705 PATUXENT WOODS DRIVE COLUMBIA, MD 21046			See Remarks

Signatures
/s/ Timothy T. Smith Attorney in Fact for Carol Hanley		9/30/2013
** Signature of Reporting Person		Date

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