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
                                                                                  
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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 *

GUARASCIO PHILIP 		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
_____ Officer (give title below)      _____ Other (specify below)
(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    4258   (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
Deferred Stock Units     (2) 9/30/2013     D         14208.4726   (3)     (4)   (4) Common Stock   14208.4726   $48.00   0   D    
Non-Qualified Stock Option (right to buy)   $41.72   9/30/2013     D         1112      (5) 12/31/2013   Common Stock   1112   $6.28   0   D    
Non-Qualified Stock Option (right to buy)   $36.75   9/30/2013     D         7000      (6) 5/17/2014   Common Stock   7000   $11.25   0   D    
Non-Qualified Stock Option (right to buy)   $36.52   9/30/2013     D         3000      (5) 6/30/2014   Common Stock   3000   $11.48   0   D    
Non-Qualified Stock Option (right to buy)   $41.02   9/30/2013     D         7000      (6) 5/24/2015   Common Stock   7000   $6.98   0   D    
Non-Qualified Stock Option (right to buy)   $39.87   9/30/2013     D         7000      (6) 5/24/2016   Common Stock   7000   $8.13   0   D    
Non-Qualified Stock Option (right to buy)   $46.64   9/30/2013     D         7605      (6) 5/13/2018   Common Stock   7605   $1.36   0   D    
Non-Qualified Stock Option (right to buy)   $20.52   9/30/2013     D         15719      (7) 5/27/2019   Common Stock   15719   $27.48   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"), these shares were cancelled in exchange for a cash payment equal to $48.00 per share.
( 2)  These deferred stock units convert on a one for one basis.
( 3)  Includes an aggregate of 749.4726 deferred stock units acquired through dividend reinvestment. Pursuant to the Merger Agreement, the deferred stock units were cancelled in exchange for a cash payment equal to $48.00 per share.
( 4)  These deferred stock units vested in one installment on the first anniversary of the date of grant and are payable no sooner than 30 days following retirement of the reporting person from the board of directors.
( 5)  Pursuant to the Merger Agreement, these options, which were fully vested on the date of grant and became exercisable six months after the date of grant for each such option, were canceled in exchange for a cash payment representing (1) the difference between $48.00 per share and the exercise price of each such option and (2) the "Black-Scholes Termination Value," which is a term defined in the option award agreements to mean the excess, if any, of the Black-Scholes value of the option determined at the time of the transaction using assumptions set forth in the option award agreements, over the in-the-money value of the option calculated in accordance with (1) above.
( 6)  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 (1) the difference between $48.00 per share and the exercise price of each such option and (2) the "Black-Scholes Termination Value," which is a term defined in the option award agreements to mean the excess, if any, of the Black-Scholes value of the option determined at the time of the transaction using assumptions set forth in the option award agreements, over the in-the-money value of the option calculated in accordance with (1) above.
( 7)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
GUARASCIO PHILIP
9705 PATUXENT WOODS DRIVE
COLUMBIA, MD 21046 		X



Signatures
/s/ Timothy T. Smith Attorney in Fact for Philip Guarascio 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).
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 control number.
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