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 *

Henry Vaughan Scott 		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)
EVP, Technology Solutions
(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    32307.3716   (1) D $48.00   0   D    
Common Stock   9/30/2013     D    79.4456   (2) D $48.00   0   I   401(k) Plan  

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)   $33.87   9/30/2013     D         20765      (3) 2/28/2022   Common Stock   20765   $14.13   0   D    
Non-Qualified Stock Option (right to buy)   $38.88   9/30/2013     D         5000      (3) 3/1/2016   Common Stock   5000   $9.12   0   D    
Non-Qualified Stock Option (right to buy)   $41.96   9/30/2013     D         26913      (3) 3/3/2018   Common Stock   26913   $6.04   0   D    
Non-Qualified Stock Option (right to buy)   $20.29   9/30/2013     D         1463      (3) 5/20/2019   Common Stock   1463   $27.71   0   D    
Non-Qualified Stock Option (right to buy)   $22.17   9/30/2013     D         6948      (3) 3/4/2020   Common Stock   6948   $25.83   0   D    
Non-Qualified Stock Option (right to buy)   $44.44   9/30/2013     D         8694      (3) 2/8/2021   Common Stock   8694   $3.56   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"), 27,792.3716 of these restricted stock units were cancelled in exchange for a cash payment equal to $48.00 per share and 4,515 of these restricted stock units were converted into restricted stock units with respect to 5,967 shares of Nielsen common stock.
( 2)  Pursuant to the Merger Agreement, these shares of common stock that were held within the reporting person's 401(k) plan immediately prior to the consummation of the merger were cancelled in exchange for a cash payment equal to $48.00 per share.
( 3)  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
Henry Vaughan Scott
9705 PATUXENT WOODS DRIVE
COLUMBIA, MD 21046

EVP, Technology Solutions

Signatures
/s/ Timothy T. Smith Attorney in Fact for V. Scott Henry 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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