Form 4 MORRIS STEPHEN B For: May 20 (10K)

FORM 4

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(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MORRIS STEPHEN B

(Last)

(First)

(Middle)

9705 PATUXENT WOODS DRIVE

(Street)

COLUMBIA

21046

(City)

(State)

(Zip)

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

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2009

4. If Amendment, Date of 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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/20/2009		A		43,333 ⁽¹⁾	A	$ 20.29	197,197	D

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

Explanation of Responses:

1. Represents restricted stock units that will vest in full on December 31, 2009.

	/s/ Timothy T. Smith, Attorney in Fact for Stephen B. Morris	05/22/2009
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS


 The undersigned hereby constitutes and appoints TIMOTHY T. SMITH, SEAN CREAMER,
and JAMES P. DWYER and each of them, to be the undersigned's true and lawful
attorney-in-fact for thirteen months from the date hereof to:

        (1)     execute for and on behalf of the undersigned a Form 3 reflecting
the undersigned's initial beneficial ownership of Arbitron Inc. (the "Company")
reportable on such form, including any amendments to the Form 3; and

        (2)     execute for and on behalf of the undersigned any Form 144, Form
4 or Form 5 or any amendments to such forms reporting any changes in the
undersigned's beneficial ownership of the Company's equity securities reportable
on such form; and

        (3)     do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete or amend any such
Form 3, Form 144, Form 4 or Form 5 and to effect the timely filing of such form
with the United States Securities and Exchange Commission and any other
authority; and

        (4)     execute for and on behalf of the undersigned any registration
statements on Form S-8 and any amendments (including post-effective amendments)
thereto relating to the Company's employee benefit plans, provided that any
registration statement or amendment in final form is first reviewed by my
attorney-in-fact; and his or her name, when thus signed, shall have the same
force and effect as though I had manually signed the registration statement
and/or amendment; and

        (5)     take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required of, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in his
discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever necessary
and proper to be done in the exercise of any of the rights and powers herein
granted, with full power of substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or his substitute or substitutes,
shall lawfully do or cause to be done by virtue of this power of attorney and
the rights and powers herein granted.  The undersigned hereby revokes any and
all powers of attorney previously granted by the undersigned relating to the
subject matter of this Power of Attorney.

        The undersigned has caused this Power of Attorney to be executed as of
this 26th day of August, 2008.


                                                     /s/ Stephen B. Morris
                                                     Stephen B. Morris

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