Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Abrams Capital Partners II, L.P.
2. Date of Event Requiring Statement (Month/Day/Year)
08/23/2010
3. Issuer Name and Ticker or Trading Symbol
ARBITRON INC [ARB]
(Last)
(First)
(Middle)
222 BERKELEY STREET, 22ND FLOOR
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

BOSTON, MA 02116
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 2,756,042
D (1)
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Abrams Capital Partners II, L.P.
222 BERKELEY STREET, 22ND FLOOR
BOSTON, MA 02116
    X    

Signatures

/s/ Abrams Capital Partners II, L.P., by Abrams Capital, LLC, the general partner, by David C. Abrams, managing member 08/25/2010
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Ownership of these securities has also been reported for purposes of Section 16 in a Form 4 filed jointly on August 24, 2010 by (i) Abrams Capital, LLC ("Abrams Capital"), which serves as general partner of Abrams Capital II L.P. ("ACP II"), (ii) Pamet Capital Management, L.P. (the "LP"), which serves as investment adviser for ACP II, (iii) Pamet Capital Management, LLC (the "LLC"), which serves as the general partner of the LP, and (iii) David C. Abrams, who directly or indirectly controls ACP II, Abrams Capital, the LP and the LLC. In their respective capacities, each of Abrams Capital, the LP, the LLC and Mr. Abrams may be deemed to beneficially own the reported securities, each of which person or entity disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.

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