<PAGE>
     As filed with the Securities and Exchange Commission on April 15, 2003

                                                 Registration No. 333-__________
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                -----------------

                               CUMULUS MEDIA INC.
             (Exact Name of Registrant as Specified in its Charter)


                    DELAWARE                           36-4159663
            (State of Incorporation)     (I.R.S. Employer Identification Number)

                                -----------------

                  CUMULUS MEDIA INC. 2002 STOCK INCENTIVE PLAN

                                -----------------

                              LEWIS W. DICKEY, JR.
                  CHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER
                               CUMULUS MEDIA INC.
                3535 PIEDMONT ROAD, BUILDING 14, FOURTEENTH FLOOR
                             ATLANTA, GEORGIA 30305
                     (Name and Address of Agent for Service)
                                 (404) 949-0700
          (Telephone Number, including area code, of Agent for Service)
                                -----------------

                                    Copy to:

                              MARK L. HANSON, ESQ.
                                    JONES DAY
                               3500 SUNTRUST PLAZA
                              303 PEACHTREE STREET
                             ATLANTA, GA 30308-3242
                                 (404) 521-3939
                                -----------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
========================================================================================================================
    Title of securities            Amount to           Proposed maximum          Proposed maximum         Amount of
      to be registered           be registered     offering price per share  aggregate offering price  registration fee
----------------------------- -------------------- ------------------------- ------------------------- -----------------
<S>                           <C>                  <C>                       <C>                       <C>
 Class A Common Stock, $.01
         par value               2,000,000 (1)             $16.64 (2)             $33,280,000 (2)          $2,692 (3)
========================================================================================================================
</TABLE>

(1)  Issuable under the Cumulus Media Inc. 2002 Stock Incentive Plan.

(2)  The registration fee with respect to the shares of Class A Common Stock was
     calculated pursuant to Rule 457(c) and (h) under the Securities Act. The
     registration fee is based on the average of the reported high and low sales
     prices of Cumulus Media Class A Common Stock on the NASDAQ National Market
     ("NASDAQ") on April 8, 2003, a date within 5 business days prior to
     the date of filing of this Registration Statement.

(3)  The registration fee for the securities offered hereby, $2,692, is
     calculated pursuant to Rule 457(c) under the Securities Act as follows:
     .00008090 multiplied by the product of $16.64, the average of the reported
     high and low sales prices of Cumulus Media Class A Common Stock on NASDAQ
     on April 8, 2003, multiplied by 2,000,000, the number of shares to be
     registered.



<PAGE>
                                EXPLANATORY NOTE

         In accordance with the Note to Part I of Form S-8, the information
specified in Part I of Form S-8 has been omitted from this Registration
Statement on Form S-8 for offers of shares of our Class A Common Stock pursuant
to the Cumulus Media Inc. 2002 Stock Incentive Plan.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents are incorporated by reference in this
Registration Statement:

(a)               Annual Report on Form 10-K for the fiscal year ended
         December 31, 2002;

(b)               Current Report on Form 8-K filed April 2, 2003; and

(c)               The description of the Class A common stock, $0.01 par value
         contained in Post-Effective Amendment No. 1 to the Registration
         Statement on Form 8-A, filed by the Registrant pursuant to Section 12
         of the Securities Exchange Act of 1934, as amended (the "Exchange
         Act"), and any amendment or report filed for the purpose of updating
         such description.

                  All documents subsequently filed by us pursuant to Sections
         13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
         post-effective amendment which indicates that all shares offered have
         been sold or which deregisters all securities then remaining unsold,
         shall be deemed incorporated by reference into this registration
         statement and to be part hereof from the date of filing such documents.
         Any statement contained herein or in a document, all or a portion of
         which is incorporated or deemed to be incorporated by reference herein,
         shall be deemed to be modified or superseded for purposes of this
         registration statement to the extent that a statement contained herein
         or in any other subsequently filed document which also is or is deemed
         to be incorporated by reference herein modifies or supersedes such
         statement. Any such statement so modified or superseded shall not be
         deemed, except as so modified or superseded, to constitute a part of
         this registration statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Inapplicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Inapplicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Our certificate of incorporation provides that no director
         shall be liable to us or our stockholders for monetary damages for
         breach of fiduciary duty as a director, provided, however, that our
         certificate of incorporation does not eliminate or limit the liability
         of a director (a) for any breach of the director's duty of loyalty to
         us or our stockholders, (b) for acts or omissions not in good faith or
         that involve intentional misconduct or a knowing violation of law, (c)
         under Section 174 of the Delaware General Corporation Law, (d) for any
         transaction from which the director derived an improper personal
         benefit, or (e) for any act or omission occurring before the effective
         date of our certificate of incorporation.

                  Our by-laws provide that each director, officer or employee
         who was or is made a party or is threatened to be made a party to or is
         otherwise involved in any action, suit or proceeding, whether civil,
         criminal, administrative or investigative, by reason of the fact that
         he is or was a director or an officer of ours or is or was serving at
         our request as a director, officer, employee or agent of another
         corporation or of a partnership, joint venture, trust or other
         enterprise, including service with respect to an employee benefit plan,
         shall be indemnified and held harmless by us to the fullest extent
         permitted or required by the


                                      II-1
<PAGE>
         Delaware General Corporation Law against all expense, liability and
         loss (including attorneys' fees, judgments, fines, ERISA excise taxes
         or penalties and amounts paid in settlement) reasonably incurred or
         suffered by such indemnitee in connection therewith; provided, however,
         that, except as provided below with respect to proceedings to enforce
         rights to indemnification, we shall indemnify any such indemnitee in
         connection with a proceeding (or part thereof) initiated by such
         indemnitee only if the proceeding (or part thereof) was authorized by
         our board.

                  This right to indemnification shall include the right to have
         paid by us the expenses (including, without limitation, attorneys' fees
         and expenses) incurred in defending any such proceeding in advance of
         its final disposition; provided, however, that, if the Delaware General
         Corporation Law so requires, such an advancement of expenses incurred
         by an indemnitee in his capacity as a director or officer (and not in
         any other capacity in which service was or is rendered by such
         indemnitee, including, without limitation, service to an employee
         benefit plan) shall be made only upon delivery to us of an undertaking
         by or on behalf of such indemnitee to repay all amounts so advanced, if
         it shall ultimately be determined by final judicial decision from which
         there is no further right to appeal that such indemnitee is not
         entitled to be indemnified for such expenses under our by-laws or
         otherwise. The rights to indemnification and to the advancement of
         expenses conferred in our by-laws shall be contract rights and these
         rights shall continue as to an indemnitee who has ceased to be a
         director, officer, employee or agent and shall inure to the benefit of
         the indemnitee's heirs, executors and administrators.

                  The rights to indemnification and to the advancement of
         expenses conferred in our by-laws shall not be exclusive of any other
         right which any person may have or hereafter acquire under any statute,
         our certificate of incorporation, our by-laws, or any agreement, vote
         of stockholders or disinterested directors or otherwise.

                  We generally maintain insurance, at our expense, to protect us
         and any of our directors, officers, employees or agents or those of
         another corporation, partnership, joint venture, trust or other
         enterprise against any expense, liability or loss, whether or not we
         would have the power to indemnify such person against such expense,
         liability or loss under the Delaware General Corporation Law.

                  We may, to the extent authorized from time to time by our
         board, grant rights to indemnification and to the advancement of
         expenses to any of our employees or agents to the fullest extent of the
         provisions of our by-laws with respect to the indemnification and
         advancement of expenses of our directors and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Inapplicable.


                                      II-2
<PAGE>


ITEM 8.  EXHIBITS.

         4.1      Cumulus Media Inc. 2002 Stock Incentive Plan

         4.2      Amended and Restated Certificate of Incorporation, including
                  Certificates of Designations for the 13-3/4% Series A
                  Cumulative Exchangeable Redeemable Preferred Stock due 2009
                  and the 12% Series B Cumulative Preferred Stock (incorporated
                  by reference to Exhibit 3.1 of the registrant's current report
                  on Form 8-K, filed August 2, 2002)

         4.3      Amended and Restated By-laws (incorporated by reference to
                  Exhibit 3.2 of the registrant's current report on Form 8-K,
                  filed August 2, 2002)

         5.1      Opinion of Jones Day regarding legality of the Common Stock
                  being registered.

         23.1     Consent of KPMG LLP

         23.2     Consent of Jones Day (included in Exhibit 5.1)

         24.1     Power of Attorney (included on signature page to this
                  registration statement)

ITEM 9.  UNDERTAKINGS.

(a)               The undersigned registrant hereby undertakes:

         (1)               To file, during any period in which offers or sales
                  are being made, a post-effective amendment to this
                  registration statement:

                  (i)               to include any prospectus required by
                           Section 10(a)(3) of the Securities Act of 1933;

                  (ii)              to reflect in the prospectus any facts or
                           events arising after the effective date of the
                           registration statement (or the most recent
                           post-effective amendment thereof) which, individually
                           or in the aggregate, represent a fundamental change
                           in the information set forth in the registration
                           statement;

                  (iii)             to include any material information with
                           respect to the plan of distribution not previously
                           disclosed in the registration statement or any
                           material change to such information in the
                           registration statement;

                  provided, however, that sub-paragraphs (a)(1)(i) and
                  (a)(1)(ii) do not apply if the registration statement is on
                  Form S-3 or Form S-8, and the information required to be
                  included in a post-effective amendment by those paragraphs is
                  contained in periodic reports filed by the registrant pursuant
                  to Section 13 or Section 15(d) of the Securities Exchange Act
                  of 1934 that are incorporated by reference in the registration
                  statement.

         (2)               That, for the purpose of determining any liability
                  under the Securities Act of 1933, each such post-effective
                  amendment shall be deemed to be a new registration statement
                  relating to the securities offered therein, and the offering
                  of such securities at that time shall be deemed to be the
                  initial bona fide offering thereof.

         (3)               To remove from registration by means of a post-
                  effective amendment any of the securities being registered
                  which remain unsold at the termination of the offering.

(b)               The undersigned registrant hereby undertakes that, for
         purposes of determining any liability under the Securities Act or 1933,
         each filing of the registrant's annual report pursuant to Section 13(a)
         or Section 15(d) of the Securities Exchange Act of 1934 (and, where
         applicable, each filing of an employee benefit plan's annual report
         pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
         is incorporated



                                      II-3
<PAGE>

         by reference in the registration statement shall be deemed to be a new
         registration statement relating to the securities offered therein, and
         the offering of such securities at that time shall be deemed to be the
         initial bona fide offering thereof.

(c)               Insofar as indemnification for liabilities arising under the
         Securities Act of 1933 may be permitted to directors, officers and
         controlling persons of the registrant pursuant to the foregoing
         provisions, or otherwise, the registrant has been advised that in the
         opinion of the Securities and Exchange Commission such indemnification
         is against public policy as expressed in the Securities Act of 1933 and
         is, therefore, unenforceable. In the event that a claim for
         indemnification against such liabilities (other than the payment by the
         registrant of expenses incurred or paid by a director, officer or
         controlling person of the registrant in the successful defense of any
         action, suit or proceeding) is asserted by such director, officer or
         controlling person in connection with the securities being registered,
         the registrant will, unless in the opinion of its counsel the matter
         has been settled by controlling precedent, submit to a court of
         appropriate jurisdiction the question whether such indemnification by
         it is against public policy as expressed in the Securities Act of 1933
         and will be governed by the final adjudication of such issue.


                                      II-4
<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Atlanta, State of Georgia, on April 15, 2003.

                                             CUMULUS MEDIA INC.


                                             By: /s/ LEWIS W. DICKEY, JR.
                                                 ------------------------------
                                                 Lewis W. Dickey, Jr.
                                                 Chairman, President and
                                                 Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Lewis W. Dickey, Jr. and Martin R.
Gausvik, jointly and severally, his true and lawful attorney-in-fact and agent,
each with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
to the above-listed registration statements, and to file the same, with exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that each of said attorneys-in-fact and agents, or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
                    SIGNATURE                                                    TITLE                         DATE
                    ---------                                                    -----                         ----
<S>                                                             <C>                                       <C>
/s/ LEWIS W. DICKEY, JR.                                        Chairman, President, Chief Executive      April 15, 2003
--------------------------------------------------------------- Officer and Director
                     Lewis W. Dickey, Jr.                       (Principal Executive Officer)


/s/ MARTIN R. GAUSVIK                                           Executive Vice President and Chief        April 15, 2003
--------------------------------------------------------------- Financial Officer (Principal
                      Martin R. Gausvik                         Financial and Accounting
                                                                Officer)


/s/ RALPH B. EVERETT
--------------------------------------------------------------- Director                                  April 15, 2003
                       Ralph B. Everett


/s/ HOLCOMBE T. GREEN, JR.
--------------------------------------------------------------- Director                                  April 15, 2003
                    Holcombe T. Green, Jr.


/s/ ERIC P. ROBISON
--------------------------------------------------------------- Director                                  April 15, 2003
                       Eric P. Robison


/s/ ROBERT H. SHERIDAN, III
--------------------------------------------------------------- Director                                  April 15, 2003
                   Robert H. Sheridan, III
</TABLE>


<PAGE>


                                  EXHIBIT INDEX

Exhibits

         4.1      Cumulus Media Inc. 2002 Stock Incentive Plan

         4.2      Amended and Restated Certificate of Incorporation, including
                  Certificates of Designations for the 13-3/4% Series A
                  Cumulative Exchangeable Redeemable Preferred Stock due 2009
                  and the 12% Series B Cumulative Preferred Stock (incorporated
                  by reference to Exhibit 3.1 of the registrant's current report
                  on Form 8-K, filed August 2, 2002)

         4.3      Amended and Restated By-laws (incorporated by reference to
                  Exhibit 3.2 of the registrant's current report on Form 8-K,
                  filed August 2, 2002)

         5.1      Opinion of Jones Day regarding legality of the Common Stock
                  being registered

         23.1     Consent of  KPMG LLP

         23.2     Consent of Jones Day (included in Exhibit 5.1)

         24.1     Power of Attorney (included on signature page to this
                  registration statement)
[{"type": "S-8", "sequence": "1", "filename": "g82004sv8.txt", "description": "CUMULUS MEDIA, INC.", "secsgml_size_bytes": 21997}]
{"company-data": {"conformed-name": "CUMULUS MEDIA INC", "cik": "0001058623", "assigned-sic": "4832", "irs-number": "364159663", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-104542", "film-number": "03650621"}, "business-address": {"street1": "3535 PIEDMONT ROAD", "street2": "BUILDING 14, FOURTEENTH FLOOR", "city": "ATLANTA", "state": "GA", "zip": "30305", "phone": "4049490700"}, "mail-address": {"street1": "3535 PIEDMONT ROAD", "street2": "BUILDING 14, FOURTEENTH FLOOR", "city": "ATLANTA", "state": "GA", "zip": "30305"}}
As filed with the Securities and Exchange Commission on April 15, 2003

                                                 Registration No. 333-__________
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                -----------------

                               CUMULUS MEDIA INC.
             (Exact Name of Registrant as Specified in its Charter)

                    DELAWARE                           36-4159663
            (State of Incorporation)     (I.R.S. Employer Identification Number)

                                -----------------

                  CUMULUS MEDIA INC. 2002 STOCK INCENTIVE PLAN

                                -----------------

                              LEWIS W. DICKEY, JR.
                  CHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER
                               CUMULUS MEDIA INC.
                3535 PIEDMONT ROAD, BUILDING 14, FOURTEENTH FLOOR
                             ATLANTA, GEORGIA 30305
                     (Name and Address of Agent for Service)
                                 (404) 949-0700
          (Telephone Number, including area code, of Agent for Service)
                                -----------------

                                    Copy to:

                              MARK L. HANSON, ESQ.
                                    JONES DAY
                               3500 SUNTRUST PLAZA
                              303 PEACHTREE STREET
                             ATLANTA, GA 30308-3242
                                 (404) 521-3939
                                -----------------

                         CALCULATION OF REGISTRATION FEE
========================================================================================================================
    Title of securities            Amount to           Proposed maximum          Proposed maximum         Amount of
      to be registered           be registered     offering price per share  aggregate offering price  registration fee
----------------------------- -------------------- ------------------------- ------------------------- -----------------
Class A Common Stock, $.01
         par value               2,000,000 (1)             $16.64 (2)             $33,280,000 (2)          $2,692 (3)
========================================================================================================================
(1)  Issuable under the Cumulus Media Inc. 2002 Stock Incentive Plan.

(2)  The registration fee with respect to the shares of Class A Common Stock was
     calculated pursuant to Rule 457(c) and (h) under the Securities Act. The
     registration fee is based on the average of the reported high and low sales
     prices of Cumulus Media Class A Common Stock on the NASDAQ National Market
     ("NASDAQ") on April 8, 2003, a date within 5 business days prior to
     the date of filing of this Registration Statement.

(3)  The registration fee for the securities offered hereby, $2,692, is
     calculated pursuant to Rule 457(c) under the Securities Act as follows:
     .00008090 multiplied by the product of $16.64, the average of the reported
     high and low sales prices of Cumulus Media Class A Common Stock on NASDAQ
     on April 8, 2003, multiplied by 2,000,000, the number of shares to be
     registered.
EXPLANATORY NOTE

         In accordance with the Note to Part I of Form S-8, the information
specified in Part I of Form S-8 has been omitted from this Registration
Statement on Form S-8 for offers of shares of our Class A Common Stock pursuant
to the Cumulus Media Inc. 2002 Stock Incentive Plan.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents are incorporated by reference in this
Registration Statement:

(a)               Annual Report on Form 10-K for the fiscal year ended
         December 31, 2002;

(b)               Current Report on Form 8-K filed April 2, 2003; and

(c)               The description of the Class A common stock, $0.01 par value
         contained in Post-Effective Amendment No. 1 to the Registration
         Statement on Form 8-A, filed by the Registrant pursuant to Section 12
         of the Securities Exchange Act of 1934, as amended (the "Exchange
         Act"), and any amendment or report filed for the purpose of updating
         such description.

                  All documents subsequently filed by us pursuant to Sections
         13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
         post-effective amendment which indicates that all shares offered have
         been sold or which deregisters all securities then remaining unsold,
         shall be deemed incorporated by reference into this registration
         statement and to be part hereof from the date of filing such documents.
         Any statement contained herein or in a document, all or a portion of
         which is incorporated or deemed to be incorporated by reference herein,
         shall be deemed to be modified or superseded for purposes of this
         registration statement to the extent that a statement contained herein
         or in any other subsequently filed document which also is or is deemed
         to be incorporated by reference herein modifies or supersedes such
         statement. Any such statement so modified or superseded shall not be
         deemed, except as so modified or superseded, to constitute a part of
         this registration statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Inapplicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Inapplicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Our certificate of incorporation provides that no director
         shall be liable to us or our stockholders for monetary damages for
         breach of fiduciary duty as a director, provided, however, that our
         certificate of incorporation does not eliminate or limit the liability
         of a director (a) for any breach of the director's duty of loyalty to
         us or our stockholders, (b) for acts or omissions not in good faith or
         that involve intentional misconduct or a knowing violation of law, (c)
         under Section 174 of the Delaware General Corporation Law, (d) for any
         transaction from which the director derived an improper personal
         benefit, or (e) for any act or omission occurring before the effective
         date of our certificate of incorporation.

                  Our by-laws provide that each director, officer or employee
         who was or is made a party or is threatened to be made a party to or is
         otherwise involved in any action, suit or proceeding, whether civil,
         criminal, administrative or investigative, by reason of the fact that
         he is or was a director or an officer of ours or is or was serving at
         our request as a director, officer, employee or agent of another
         corporation or of a partnership, joint venture, trust or other
         enterprise, including service with respect to an employee benefit plan,
         shall be indemnified and held harmless by us to the fullest extent
         permitted or required by the

                                      II-1
Delaware General Corporation Law against all expense, liability and
         loss (including attorneys' fees, judgments, fines, ERISA excise taxes
         or penalties and amounts paid in settlement) reasonably incurred or
         suffered by such indemnitee in connection therewith; provided, however,
         that, except as provided below with respect to proceedings to enforce
         rights to indemnification, we shall indemnify any such indemnitee in
         connection with a proceeding (or part thereof) initiated by such
         indemnitee only if the proceeding (or part thereof) was authorized by
         our board.

                  This right to indemnification shall include the right to have
         paid by us the expenses (including, without limitation, attorneys' fees
         and expenses) incurred in defending any such proceeding in advance of
         its final disposition; provided, however, that, if the Delaware General
         Corporation Law so requires, such an advancement of expenses incurred
         by an indemnitee in his capacity as a director or officer (and not in
         any other capacity in which service was or is rendered by such
         indemnitee, including, without limitation, service to an employee
         benefit plan) shall be made only upon delivery to us of an undertaking
         by or on behalf of such indemnitee to repay all amounts so advanced, if
         it shall ultimately be determined by final judicial decision from which
         there is no further right to appeal that such indemnitee is not
         entitled to be indemnified for such expenses under our by-laws or
         otherwise. The rights to indemnification and to the advancement of
         expenses conferred in our by-laws shall be contract rights and these
         rights shall continue as to an indemnitee who has ceased to be a
         director, officer, employee or agent and shall inure to the benefit of
         the indemnitee's heirs, executors and administrators.

                  The rights to indemnification and to the advancement of
         expenses conferred in our by-laws shall not be exclusive of any other
         right which any person may have or hereafter acquire under any statute,
         our certificate of incorporation, our by-laws, or any agreement, vote
         of stockholders or disinterested directors or otherwise.

                  We generally maintain insurance, at our expense, to protect us
         and any of our directors, officers, employees or agents or those of
         another corporation, partnership, joint venture, trust or other
         enterprise against any expense, liability or loss, whether or not we
         would have the power to indemnify such person against such expense,
         liability or loss under the Delaware General Corporation Law.

                  We may, to the extent authorized from time to time by our
         board, grant rights to indemnification and to the advancement of
         expenses to any of our employees or agents to the fullest extent of the
         provisions of our by-laws with respect to the indemnification and
         advancement of expenses of our directors and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Inapplicable.

                                      II-2
ITEM 8.  EXHIBITS.

         4.1      Cumulus Media Inc. 2002 Stock Incentive Plan

         4.2      Amended and Restated Certificate of Incorporation, including
                  Certificates of Designations for the 13-3/4% Series A
                  Cumulative Exchangeable Redeemable Preferred Stock due 2009
                  and the 12% Series B Cumulative Preferred Stock (incorporated
                  by reference to Exhibit 3.1 of the registrant's current report
                  on Form 8-K, filed August 2, 2002)

         4.3      Amended and Restated By-laws (incorporated by reference to
                  Exhibit 3.2 of the registrant's current report on Form 8-K,
                  filed August 2, 2002)

         5.1      Opinion of Jones Day regarding legality of the Common Stock
                  being registered.

         23.1     Consent of KPMG LLP

         23.2     Consent of Jones Day (included in Exhibit 5.1)

         24.1     Power of Attorney (included on signature page to this
                  registration statement)

ITEM 9.  UNDERTAKINGS.

(a)               The undersigned registrant hereby undertakes:

         (1)               To file, during any period in which offers or sales
                  are being made, a post-effective amendment to this
                  registration statement:

                  (i)               to include any prospectus required by
                           Section 10(a)(3) of the Securities Act of 1933;

                  (ii)              to reflect in the prospectus any facts or
                           events arising after the effective date of the
                           registration statement (or the most recent
                           post-effective amendment thereof) which, individually
                           or in the aggregate, represent a fundamental change
                           in the information set forth in the registration
                           statement;

                  (iii)             to include any material information with
                           respect to the plan of distribution not previously
                           disclosed in the registration statement or any
                           material change to such information in the
                           registration statement;

                  provided, however, that sub-paragraphs (a)(1)(i) and
                  (a)(1)(ii) do not apply if the registration statement is on
                  Form S-3 or Form S-8, and the information required to be
                  included in a post-effective amendment by those paragraphs is
                  contained in periodic reports filed by the registrant pursuant
                  to Section 13 or Section 15(d) of the Securities Exchange Act
                  of 1934 that are incorporated by reference in the registration
                  statement.

         (2)               That, for the purpose of determining any liability
                  under the Securities Act of 1933, each such post-effective
                  amendment shall be deemed to be a new registration statement
                  relating to the securities offered therein, and the offering
                  of such securities at that time shall be deemed to be the
                  initial bona fide offering thereof.

         (3)               To remove from registration by means of a post-
                  effective amendment any of the securities being registered
                  which remain unsold at the termination of the offering.

(b)               The undersigned registrant hereby undertakes that, for
         purposes of determining any liability under the Securities Act or 1933,
         each filing of the registrant's annual report pursuant to Section 13(a)
         or Section 15(d) of the Securities Exchange Act of 1934 (and, where
         applicable, each filing of an employee benefit plan's annual report
         pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
         is incorporated

                                      II-3
by reference in the registration statement shall be deemed to be a new
         registration statement relating to the securities offered therein, and
         the offering of such securities at that time shall be deemed to be the
         initial bona fide offering thereof.

(c)               Insofar as indemnification for liabilities arising under the
         Securities Act of 1933 may be permitted to directors, officers and
         controlling persons of the registrant pursuant to the foregoing
         provisions, or otherwise, the registrant has been advised that in the
         opinion of the Securities and Exchange Commission such indemnification
         is against public policy as expressed in the Securities Act of 1933 and
         is, therefore, unenforceable. In the event that a claim for
         indemnification against such liabilities (other than the payment by the
         registrant of expenses incurred or paid by a director, officer or
         controlling person of the registrant in the successful defense of any
         action, suit or proceeding) is asserted by such director, officer or
         controlling person in connection with the securities being registered,
         the registrant will, unless in the opinion of its counsel the matter
         has been settled by controlling precedent, submit to a court of
         appropriate jurisdiction the question whether such indemnification by
         it is against public policy as expressed in the Securities Act of 1933
         and will be governed by the final adjudication of such issue.

                                      II-4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Atlanta, State of Georgia, on April 15, 2003.

                                             CUMULUS MEDIA INC.

                                             By: /s/ LEWIS W. DICKEY, JR.
                                                 ------------------------------
                                                 Lewis W. Dickey, Jr.
                                                 Chairman, President and
                                                 Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Lewis W. Dickey, Jr. and Martin R.
Gausvik, jointly and severally, his true and lawful attorney-in-fact and agent,
each with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
to the above-listed registration statements, and to file the same, with exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that each of said attorneys-in-fact and agents, or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                                    TITLE                         DATE
                    ---------                                                    -----                         ----
/s/ LEWIS W. DICKEY, JR.                                        Chairman, President, Chief Executive      April 15, 2003
--------------------------------------------------------------- Officer and Director
                     Lewis W. Dickey, Jr.                       (Principal Executive Officer)

/s/ MARTIN R. GAUSVIK                                           Executive Vice President and Chief        April 15, 2003
--------------------------------------------------------------- Financial Officer (Principal
                      Martin R. Gausvik                         Financial and Accounting
                                                                Officer)

/s/ RALPH B. EVERETT
--------------------------------------------------------------- Director                                  April 15, 2003
                       Ralph B. Everett

/s/ HOLCOMBE T. GREEN, JR.
--------------------------------------------------------------- Director                                  April 15, 2003
                    Holcombe T. Green, Jr.

/s/ ERIC P. ROBISON
--------------------------------------------------------------- Director                                  April 15, 2003
                       Eric P. Robison

/s/ ROBERT H. SHERIDAN, III
--------------------------------------------------------------- Director                                  April 15, 2003
                   Robert H. Sheridan, III
EXHIBIT INDEX

Exhibits

         4.1      Cumulus Media Inc. 2002 Stock Incentive Plan

         4.2      Amended and Restated Certificate of Incorporation, including
                  Certificates of Designations for the 13-3/4% Series A
                  Cumulative Exchangeable Redeemable Preferred Stock due 2009
                  and the 12% Series B Cumulative Preferred Stock (incorporated
                  by reference to Exhibit 3.1 of the registrant's current report
                  on Form 8-K, filed August 2, 2002)

         4.3      Amended and Restated By-laws (incorporated by reference to
                  Exhibit 3.2 of the registrant's current report on Form 8-K,
                  filed August 2, 2002)

         5.1      Opinion of Jones Day regarding legality of the Common Stock
                  being registered

         23.1     Consent of  KPMG LLP

         23.2     Consent of Jones Day (included in Exhibit 5.1)

         24.1     Power of Attorney (included on signature page to this
                  registration statement)