Ownership Submission
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

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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
NOGALES LUIS G
  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 (Month/Day/Year)
09/30/2013
(Street)

COLUMBIA, MD 21046
4. If Amendment, Date 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
(City)
(State)
(Zip)
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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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. SEC 1474 (9-02)

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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Deferred Stock Units (1) 09/30/2013   D     19,168.9031 (2)   (3)   (3) Common Stock 19,168.9031 $ 48 0 D  
Non-Qualified Stock Option (right to buy) $ 35.3 09/30/2013   D     1,179   (4) 09/30/2013 Common Stock 1,179 $ 12.7 0 D  
Non-Qualified Stock Option (right to buy) $ 41.72 09/30/2013   D     1,227   (4) 12/31/2013 Common Stock 1,227 $ 6.28 0 D  
Non-Qualified Stock Option (right to buy) $ 40.26 09/30/2013   D     869   (4) 03/31/2014 Common Stock 869 $ 7.74 0 D  
Non-Qualified Stock Option (right to buy) $ 36.75 09/30/2013   D     7,000   (5) 05/17/2014 Common Stock 7,000 $ 11.25 0 D  
Non-Qualified Stock Option (right to buy) $ 36.52 09/30/2013   D     3,000   (4) 06/30/2014 Common Stock 3,000 $ 11.48 0 D  
Non-Qualified Stock Option (right to buy) $ 36.52 09/30/2013   D     821   (4) 06/30/2014 Common Stock 821 $ 11.48 0 D  
Non-Qualified Stock Option (right to buy) $ 36.61 09/30/2013   D     819   (4) 09/30/2014 Common Stock 819 $ 11.39 0 D  
Non-Qualified Stock Option (right to buy) $ 39.18 09/30/2013   D     766   (4) 12/31/2014 Common Stock 766 $ 8.82 0 D  
Non-Qualified Stock Option (right to buy) $ 41.02 09/30/2013   D     7,000   (5) 05/24/2015 Common Stock 7,000 $ 6.98 0 D  
Non-Qualified Stock Option (right to buy) $ 39.87 09/30/2013   D     7,000   (5) 05/24/2016 Common Stock 7,000 $ 8.13 0 D  
Non-Qualified Stock Option (right to buy) $ 46.64 09/30/2013   D     7,605   (5) 05/13/2018 Common Stock 7,605 $ 1.36 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
NOGALES LUIS G
9705 PATUXENT WOODS DRIVE
COLUMBIA, MD 21046
  X      

Signatures

 /s/ Timothy T. Smith Attorney in Fact for Luis Nogales   09/30/2013
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) These deferred stock units convert on a one for one basis.
(2) Includes an aggregate of 802.9031 deferred stock units acquired through dividend reinvestment. 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"), the deferred stock units were cancelled in exchange for a cash payment equal to $48.00 per share.
(3) These deferred stock units vested in full on the first anniversary from the date of grant and are payable no sooner than 30 days after the reporting person ceases to be a director of Arbitron Inc.
(4) 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.
(5) 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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.