Item 8.01 Other Events.

On March 23, 2009, Entercom Communications Corp. (the "Company") filed with the Securities and Exchange Commission its Definitive Proxy Statement on Schedule 14A relating to its annual meeting of shareholders to be held on May 12, 2009. The proxy statement contains a proposal (Proposal 3), approved by the Board of Directors of the Company, that the Company's shareholders approve an amendment to the Entercom Equity Compensation Plan to permit an option exchange program.

Subject to shareholder approval, the Company intends to offer to Company employees and non-employee directors a one-time opportunity to voluntarily exchange all of their outstanding stock options with exercise prices equal to or greater than $11.80 per share for a lesser number of restricted stock units of the Company.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

This document is neither an offer to purchase nor a solicitation of an offer to sell securities. The Company has not yet commenced the option exchange program. The Company will provide holders of eligible options with written materials explaining the precise terms and timing of the option exchange program. Persons who are eligible to participate in the option exchange program should read these written materials carefully when they become available because they will contain important information about the option exchange program. When filed, persons can obtain the tender offer statement and other filed documents for free from the Company or at the sec's web site at: http://www.sec.gov.

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