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

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(Print or Type Responses)

1. Name and Address of Reporting Person * Smith Steven Michael   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, Survey Operations (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 Common Stock 09/30/2013   D   21,470.2034 (1) D $ 48 0 D

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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

Non-Qualified Stock Option (right to buy)

$ 33.87

09/30/2013

D

9,421

(2)

02/28/2022

Common Stock

9,421

$ 14.13

0

D

Non-Qualified Stock Option (right to buy)

$ 47.82

09/30/2013

D

5,000

(2)

08/26/2018

Common Stock

5,000

$ 0.18

0

D

Non-Qualified Stock Option (right to buy)

$ 20.29

09/30/2013

D

5,161

(2)

05/20/2019

Common Stock

5,161

$ 27.71

0

D

Non-Qualified Stock Option (right to buy)

$ 22.17

09/30/2013

D

12,593

(2)

03/04/2020

Common Stock

12,593

$ 25.83

0

D

Non-Qualified Stock Option (right to buy)

$ 44.44

09/30/2013

D

5,796

(2)

02/08/2021

Common Stock

5,796

$ 3.56

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Smith Steven Michael 9705 PATUXENT WOODS DRIVE COLUMBIA, MD 21046			EVP, Survey Operations

Signatures

/s/ Timothy T. Smith Attorney in Fact for Steven M. Smith		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)	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"), 17,993.2034 of these restricted stock units were cancelled in exchange for a cash payment equal to $48.00 per share and 3,477 of these restricted stock units were converted into restricted stock units with respect to 4,595 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.

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