As filed with the Securities and Exchange Commission on February 11, 1998
                              Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                             ----------------------

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             ----------------------

                              BIG CITY RADIO, INC.
             (Exact name of registrant as specified in its charter)


          DELAWARE                                               13-3790661
(State or other jurisdiction of                                (IRS Employer
incorporation or organization)                               Identification No.)

                                11 Skyline Drive
                               Hawthorne, NY 10532
                                 (914) 592-1071
               (Address of Principal Executive Offices)(Zip Code)

                 BIG CITY RADIO, INC. 1997 INCENTIVE STOCK PLAN
                                       And
                    MICHAEL KAKOYIANNIS EMPLOYMENT AGREEMENT
                            (Full title of the plan)

                                Arnold L. Wadler
             Executive Vice President, General Counsel and Secretary
                              Big City Radio, Inc.
                             c/o Metromedia Company
                              One Meadowlands Plaza
                         East Rutherford, NJ 07073-2137
                     (Name and address of agent for service)
                                 (201) 531-8000
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

          Title of                 Amount to be        Proposed Maximum Offering        Proposed Maximum              Amount of
Securities to be Registered         Registered               Price Per Unit         Aggregate Offering Price      Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                       <C>                         <C>                         <C>          
Class A Common Stock,               981,265(1)                $7.55(2)                 $7,408,646(2)                $2,185.55
par value $.01 per share
====================================================================================================================================

</TABLE>

(1)      This Registration Statement covers (i) 700,000 shares of Class A Common
         Stock, par value $.01 per share (the "Class A Common Stock"), of Big
         City Radio, Inc. (the "Company") which may be purchased pursuant to the
         exercise of options granted or available for grant under the Big City
         Radio, Inc. 1997 Incentive Stock Plan (the "Plan") and (ii) 281,265
         shares of Class A Common Stock that may be issued to Michael
         Kakoyiannis, the President and Chief Executive Officer of the Company,
         pursuant to his employment agreement with the Company (the "Employment
         Agreement").

(2)      Estimated solely for the purpose of computing the registration fee in
         accordance with Rules 457(c) and 457(h) under the Securities Act of
         1933, as amended (the "Securities Act"). Under the Plan, the Company
         granted options to purchase 150,000 shares of Class A Common Stock at
         an exercise price of $6.00 per share and options to purchase 422,500
         shares of Class A Common Stock at an exercise price of $7.00 per share.
         The Proposed Maximum Offering Price for the remaining options to
         purchase 127,500 shares of Class A Common Stock available for grant
         under the Plan and for the 281,265 shares of Class A Common Stock that
         may be issued under the Employment Agreement was calculated upon the
         basis of the average of the high and low prices of the Class A Common
         Stock as reported on the American Stock Exchange on February 4, 1998.

<PAGE>

                                EXPLANATORY NOTE


                  The Section 10(a) prospectuses being delivered by Big City
Radio, Inc. (the "Company") to participants in the Big City Radio, Inc. 1997
Stock Incentive Plan (the "Plan") and to Michael Kakoyiannis pursuant to his
employment agreement with the Company (the "Employment Agreement"), as required
by Rule 428 under the Securities Act of 1933, as amended (the "Securities Act"),
have been prepared in accordance with the requirements of Form S-8 and relate to
shares of Class A Common Stock, par value $.01 per share, of the Company (the
"Class A Common Stock") which have been reserved for issuance pursuant to the
Plan and the Employment Agreement. The Company shall provide to participants in
the Plan and the Mr. Kakoyiannis a written statement advising them of the
availability without charge, upon written or oral request, of documents
incorporated by reference herein, as is required by Item 2 of Part I of Form
S-8. The information regarding the Plan and the Employment Agreement required in
the Section 10(a) prospectuses is included in documents being maintained and
delivered by the Company as required by Rule 428 under the Securities Act and
are available without charge, upon written or oral request. Requests for such
documents should be directed to: Metromedia Company, One Meadowlands Plaza, East
Rutherford, NJ 07073-2137, Attention: Arnold L. Wadler, Executive Vice
President, General Counsel and Secretary.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE

                  The following documents filed by the Company with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference:

                  1. The Company's Prospectus, dated December 18, 1997, included
in the Company's Registration Statement on Form S-1, filed with the Commission
on September 26, 1997, as amended (File No. 333- 36449).

                  2. The description of the Company's Class A Common Stock
contained in the Company's Registration Statement on Form 8-A, dated December
16, 1997, including any amendment or report filed for the purpose of updating
such description (File No. 001-13715).

                  All other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the date of this registration statement and prior to the filing of
a post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be part hereof from the date of filing of such documents.


<PAGE>

                                                                               2


ITEM 4.           DESCRIPTION OF SECURITIES

                  Not Applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL

                  Not Applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  Section 145(a) of the General Corporation Law of the State of
Delaware (the "DGCL") provides that a Delaware corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation or enterprise, against expenses, judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
cause to believe his conduct was unlawful.

                  Section 145(b) of the DGCL provides that a Delaware
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of the
fact that such person acted in any of the capacities set forth above, against
expenses actually and reasonably incurred by him in connection with the defense
or settlement of such action or suit if he acted under similar standards, except
that no indemnification may be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the court in which such action or suit was
brought shall determine that, despite the adjudication of liability, such person
is fairly and reasonably entitled to be indemnified for such expenses which the
court shall deem proper.

                  Section 145 of the DGCL further provides that to the extent a
director or officer of a corporation has been successful in the defense of any
action, suit or proceeding referred to in subsections (a) and (b) or in the
defense of any claim, issue, or matter therein, he shall be indemnified against
expenses actually and reasonably incurred by him in connection therewith; that
indemnification provided for by Section 145 of the DGCL shall not be deemed
exclusive of any other rights to which the indemnified party may be entitled;
and that the corporation may purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
him or incurred by him in any such capacity or arising out of his status as such
whether or not the corporation would have the power to indemnify him against
such liabilities under such Section 145 of the DGCL.

                  Section 102(b)(7) of the DGCL provides that a corporation in
its original certificate of incorporation or an amendment thereto validly
approved by


<PAGE>
                                                                               3

stockholders may eliminate or limit personal liability of the members of its
board of directors or governing body for breach of a director's fiduciary duty.
However, no such provision may eliminate or limit the liability of a director
for breaching his duty of loyalty, failing to act in good faith, engaging in
intentional misconduct or knowingly violating a law, paying a dividend or
approving a stock repurchase which was illegal, or obtaining an improper
personal benefit. A provision of this type has no effect on the availability of
equitable remedies, such as injunction or rescission, for breach of fiduciary
duty. The Company's Amended and Restated Certificate of Incorporation contains
such a provision.

                  The Company's Amended and restated Certificate of
Incorporation further provides that the Company shall indemnify its officers and
directors and, to the extent authorized by the Board of Directors, employees and
agents of the Company, to the fullest extent permitted by and in the manner
permissible under the laws of the State of Delaware.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

                  Not Applicable.

ITEM 8.           EXHIBITS

Exhibit
Number:           Description:

 4.1     --       Amended and Restated Certificate of Incorporation of the
                  Company, as amended (incorporated by reference from the
                  Company's Registration Statement on Form S-1 (Registration No.
                  333- 36449)).

 4.2     --       Amended and Restated Bylaws of the Company (incorporated by
                  reference from the Company's Registration Statement on Form
                  S-1 (Registration No. 333- 36449)).

 4.3     --       Big City Radio, Inc. 1997 Incentive Stock Plan (incorporated
                  by reference from the Company's Registration Statement on Form
                  S-1 (Registration No. 333- 36449)).

 4.4     --       Employment Agreement, dated December 24, 1997, between the
                  Company and Michael Kakoyiannis (incorporated by reference
                  from the Company's Registration Statement on Form S-1
                  (Registration No. 333- 36449)).

 5.1     --       Opinion of Paul, Weiss, Rifkind, Wharton & Garrison, counsel
                  to the Company, regarding the legality of the Class A Common
                  Stock being registered.

23.1     --       Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included
                  in Exhibit 5.1).

23.2     --       Consent of KPMG Peat Marwick LLP.


<PAGE>

                                                                               4

23.3     --       Consent of Holtz Rubenstein & Co., LLP.

24.1     --       Power of Attorney (included on signature page).

ITEM 9.           UNDERTAKINGS

                  (a) The undersigned registrant hereby undertakes: (i) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this registration statement to include any material information
with respect to the plan of distribution not previously disclosed in this
registration statement or any material change to such information in this
registration statement; (ii) that, for the purpose of determining any liability
under the Securities Act of 1933, as amended, 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; and (iii) to remove from
regis tration 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 of 1933, as
amended, each filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934, as amended, that is
incorporated by reference in this 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, as amended, may be permitted to directors, officers
and controlling persons of the registrant pursuant to the foregoing provisions,
the registrant's Amended and Restated Certificate of Incorporation or Amended
and Restated Bylaws, 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 Act 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 Act and
will be governed by the final adjudication of such issue.

<PAGE>

                                                                               5

                                   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 New York, State of New York, on February 11, 
1998.

                                    BIG CITY RADIO, INC.


                                By: /s/ Michael Kakoyiannis
                                    --------------------------------------------
                                    Name:  Michael Kakoyiannis
                                    Title: President and Chief Executive Officer


                  KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below hereby constitutes and appoints Michael Kakoyiannis,
Silvia Kessel, Paul R. Thomson and Arnold L. Wadler and each of them, his or her
true and lawful agent, proxy and attorney-in-fact, each acting alone with full
power of substitution and resubstitution, for him or her and in his or her name,
place and sterad, in any and all capacities, to (i) act on, sign and file with
the Securities and Exchange Commission any and all amendments (including
post-effective amendments) to this registration statement together with all
schedules and exhibits thereto, (ii) act on, sign and file such certificates,
instruments, agreements and other documents as may be necessary or appropriate
in connection therewith, and (iii) take any and all actions which may be
necessary or appropriate in connection therewith, granting unto such agents,
proxies and attorneys-in-fact, and each of them, full power and authority to do
and perform each and every act and thing necessary or appropriate to be done, as
fully for all intents and purposes as he or she might or could do in person,
hereby approving, ratifying and confirming all that such agents,, proxies and
attorneys-in-fact, any of them or any of his or her or their substitutes may
lawfully do or cause to be done by virtue thereof.

                  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:


        SIGNATURES               TITLE OR CAPACITIES                 DATE

    /s/Stuart Subotnick        Chairman of the Board of        February 11, 1998
---------------------------    Directors
     Stuart Subotnick                    

   /s/Michael Kakoyiannis      President, Chief Executive      February 11, 1998
---------------------------    Officer and Director
    Michael Kakoyiannis                 


<PAGE>


                                                                               6


        SIGNATURES               TITLE OR CAPACITIES                 DATE

     /s/Paul R. Thomson      Vice President, Chief Financial  February 11, 1998
---------------------------  Officer and Treasurer
      Paul R. Thomson        (Principal Financial and
                             Accounting Officer)
                          

     /s/Anita Subotnick      Director                         February 11, 1998
---------------------------
      Anita Subotnick

     /s/Silvia Kessel        Executive Vice President and     February 11, 1998
---------------------------  Director
      Silvia Kessel                   

    /s/Arnold L. Wadler      Executive Vice President,        February 11, 1998
---------------------------  General Counsel, Secretary and
      Arnold L. Wadler       Director            
                                         
     /s/Leonard White        Director                         February 11, 1998
---------------------------
      Leonard White



<PAGE>


                                                                               7


                                INDEX TO EXHIBITS


Exhibits
--------

4.1      --       Amended and Restated Certificate of Incorporation of the
                  Company, as amended (incorporated by reference from the
                  Company's Registration Statement on Form S-1 (Registration No.
                  333-36449)).

4.2      --       Amended and Restated Bylaws of the Company (incorporated by
                  reference from the Company's Registration Statement on Form
                  S-1 (Registration No. 333-36449)).

4.3      --       Big City Radio, Inc. 1997 Incentive Stock Plan (incorporated
                  by reference from the Company's Registration Statement on Form
                  S-1 (Registration No. 333-36449)).

4.4      --       Employment Agreement, dated December 24, 1997, between the
                  Company and Michael Kakoyiannis (incorporated by reference
                  from the Company's Registration Statement on Form S-1
                  (Registration No. 333-36449)).

5.1      --       Opinion of Paul, Weiss, Rifkind, Wharton & Garrison, counsel
                  to the Company, regarding the legality of the Class A Common
                  Stock being registered.

23.1     --       Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included
                  in Exhibit 5.1).

23.2     --       Consent of KPMG Peat Marwick LLP.

23.3     --       Consent of Holtz Rubenstein & Co., LLP.

24.1     --       Power of Attorney (included on signature page).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21850}]
{"company-data": {"conformed-name": "BIG CITY RADIO INC", "cik": "0001046284", "assigned-sic": "4832", "irs-number": "133790661", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46077", "film-number": "98532167"}, "business-address": {"street1": "11 SKYLINE DR", "city": "HAWTHORNE", "state": "NY", "zip": "01532", "phone": "9145921071"}, "mail-address": {"street1": "11 SKYLINE DR", "city": "HAWTHORNE", "state": "NY", "zip": "10532"}, "former-company": {"former-conformed-name": "ODYSSEY COMMUNICATIONS INC", "date-changed": "19970917"}}
As filed with the Securities and Exchange Commission on February 11, 1998
                              Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                             ----------------------

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             ----------------------

                              BIG CITY RADIO, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                               13-3790661
(State or other jurisdiction of                                (IRS Employer
incorporation or organization)                               Identification No.)

                                11 Skyline Drive
                               Hawthorne, NY 10532
                                 (914) 592-1071
               (Address of Principal Executive Offices)(Zip Code)

                 BIG CITY RADIO, INC. 1997 INCENTIVE STOCK PLAN
                                       And
                    MICHAEL KAKOYIANNIS EMPLOYMENT AGREEMENT
                            (Full title of the plan)

                                Arnold L. Wadler
             Executive Vice President, General Counsel and Secretary
                              Big City Radio, Inc.
                             c/o Metromedia Company
                              One Meadowlands Plaza
                         East Rutherford, NJ 07073-2137
                     (Name and address of agent for service)
                                 (201) 531-8000
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
Title of                 Amount to be        Proposed Maximum Offering        Proposed Maximum              Amount of
Securities to be Registered         Registered               Price Per Unit         Aggregate Offering Price      Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock,               981,265(1)                $7.55(2)                 $7,408,646(2)                $2,185.55
par value $.01 per share
====================================================================================================================================
(1)      This Registration Statement covers (i) 700,000 shares of Class A Common
         Stock, par value $.01 per share (the "Class A Common Stock"), of Big
         City Radio, Inc. (the "Company") which may be purchased pursuant to the
         exercise of options granted or available for grant under the Big City
         Radio, Inc. 1997 Incentive Stock Plan (the "Plan") and (ii) 281,265
         shares of Class A Common Stock that may be issued to Michael
         Kakoyiannis, the President and Chief Executive Officer of the Company,
         pursuant to his employment agreement with the Company (the "Employment
         Agreement").

(2)      Estimated solely for the purpose of computing the registration fee in
         accordance with Rules 457(c) and 457(h) under the Securities Act of
         1933, as amended (the "Securities Act"). Under the Plan, the Company
         granted options to purchase 150,000 shares of Class A Common Stock at
         an exercise price of $6.00 per share and options to purchase 422,500
         shares of Class A Common Stock at an exercise price of $7.00 per share.
         The Proposed Maximum Offering Price for the remaining options to
         purchase 127,500 shares of Class A Common Stock available for grant
         under the Plan and for the 281,265 shares of Class A Common Stock that
         may be issued under the Employment Agreement was calculated upon the
         basis of the average of the high and low prices of the Class A Common
         Stock as reported on the American Stock Exchange on February 4, 1998.
EXPLANATORY NOTE

                  The Section 10(a) prospectuses being delivered by Big City
Radio, Inc. (the "Company") to participants in the Big City Radio, Inc. 1997
Stock Incentive Plan (the "Plan") and to Michael Kakoyiannis pursuant to his
employment agreement with the Company (the "Employment Agreement"), as required
by Rule 428 under the Securities Act of 1933, as amended (the "Securities Act"),
have been prepared in accordance with the requirements of Form S-8 and relate to
shares of Class A Common Stock, par value $.01 per share, of the Company (the
"Class A Common Stock") which have been reserved for issuance pursuant to the
Plan and the Employment Agreement. The Company shall provide to participants in
the Plan and the Mr. Kakoyiannis a written statement advising them of the
availability without charge, upon written or oral request, of documents
incorporated by reference herein, as is required by Item 2 of Part I of Form
S-8. The information regarding the Plan and the Employment Agreement required in
the Section 10(a) prospectuses is included in documents being maintained and
delivered by the Company as required by Rule 428 under the Securities Act and
are available without charge, upon written or oral request. Requests for such
documents should be directed to: Metromedia Company, One Meadowlands Plaza, East
Rutherford, NJ 07073-2137, Attention: Arnold L. Wadler, Executive Vice
President, General Counsel and Secretary.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE

                  The following documents filed by the Company with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference:

                  1. The Company's Prospectus, dated December 18, 1997, included
in the Company's Registration Statement on Form S-1, filed with the Commission
on September 26, 1997, as amended (File No. 333- 36449).

                  2. The description of the Company's Class A Common Stock
contained in the Company's Registration Statement on Form 8-A, dated December
16, 1997, including any amendment or report filed for the purpose of updating
such description (File No. 001-13715).

                  All other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the date of this registration statement and prior to the filing of
a post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be part hereof from the date of filing of such documents.
2

ITEM 4.           DESCRIPTION OF SECURITIES

                  Not Applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL

                  Not Applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  Section 145(a) of the General Corporation Law of the State of
Delaware (the "DGCL") provides that a Delaware corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation or enterprise, against expenses, judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
cause to believe his conduct was unlawful.

                  Section 145(b) of the DGCL provides that a Delaware
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of the
fact that such person acted in any of the capacities set forth above, against
expenses actually and reasonably incurred by him in connection with the defense
or settlement of such action or suit if he acted under similar standards, except
that no indemnification may be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the court in which such action or suit was
brought shall determine that, despite the adjudication of liability, such person
is fairly and reasonably entitled to be indemnified for such expenses which the
court shall deem proper.

                  Section 145 of the DGCL further provides that to the extent a
director or officer of a corporation has been successful in the defense of any
action, suit or proceeding referred to in subsections (a) and (b) or in the
defense of any claim, issue, or matter therein, he shall be indemnified against
expenses actually and reasonably incurred by him in connection therewith; that
indemnification provided for by Section 145 of the DGCL shall not be deemed
exclusive of any other rights to which the indemnified party may be entitled;
and that the corporation may purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
him or incurred by him in any such capacity or arising out of his status as such
whether or not the corporation would have the power to indemnify him against
such liabilities under such Section 145 of the DGCL.

                  Section 102(b)(7) of the DGCL provides that a corporation in
its original certificate of incorporation or an amendment thereto validly
approved by
3

stockholders may eliminate or limit personal liability of the members of its
board of directors or governing body for breach of a director's fiduciary duty.
However, no such provision may eliminate or limit the liability of a director
for breaching his duty of loyalty, failing to act in good faith, engaging in
intentional misconduct or knowingly violating a law, paying a dividend or
approving a stock repurchase which was illegal, or obtaining an improper
personal benefit. A provision of this type has no effect on the availability of
equitable remedies, such as injunction or rescission, for breach of fiduciary
duty. The Company's Amended and Restated Certificate of Incorporation contains
such a provision.

                  The Company's Amended and restated Certificate of
Incorporation further provides that the Company shall indemnify its officers and
directors and, to the extent authorized by the Board of Directors, employees and
agents of the Company, to the fullest extent permitted by and in the manner
permissible under the laws of the State of Delaware.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

                  Not Applicable.

ITEM 8.           EXHIBITS

Exhibit
Number:           Description:

 4.1     --       Amended and Restated Certificate of Incorporation of the
                  Company, as amended (incorporated by reference from the
                  Company's Registration Statement on Form S-1 (Registration No.
                  333- 36449)).

 4.2     --       Amended and Restated Bylaws of the Company (incorporated by
                  reference from the Company's Registration Statement on Form
                  S-1 (Registration No. 333- 36449)).

 4.3     --       Big City Radio, Inc. 1997 Incentive Stock Plan (incorporated
                  by reference from the Company's Registration Statement on Form
                  S-1 (Registration No. 333- 36449)).

 4.4     --       Employment Agreement, dated December 24, 1997, between the
                  Company and Michael Kakoyiannis (incorporated by reference
                  from the Company's Registration Statement on Form S-1
                  (Registration No. 333- 36449)).

 5.1     --       Opinion of Paul, Weiss, Rifkind, Wharton & Garrison, counsel
                  to the Company, regarding the legality of the Class A Common
                  Stock being registered.

23.1     --       Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included
                  in Exhibit 5.1).

23.2     --       Consent of KPMG Peat Marwick LLP.
4

23.3     --       Consent of Holtz Rubenstein & Co., LLP.

24.1     --       Power of Attorney (included on signature page).

ITEM 9.           UNDERTAKINGS

                  (a) The undersigned registrant hereby undertakes: (i) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this registration statement to include any material information
with respect to the plan of distribution not previously disclosed in this
registration statement or any material change to such information in this
registration statement; (ii) that, for the purpose of determining any liability
under the Securities Act of 1933, as amended, 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; and (iii) to remove from
regis tration 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 of 1933, as
amended, each filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934, as amended, that is
incorporated by reference in this 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, as amended, may be permitted to directors, officers
and controlling persons of the registrant pursuant to the foregoing provisions,
the registrant's Amended and Restated Certificate of Incorporation or Amended
and Restated Bylaws, 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 Act 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 Act and
will be governed by the final adjudication of such issue.
5

                                   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 New York, State of New York, on February 11, 
1998.

                                    BIG CITY RADIO, INC.

                                By: /s/ Michael Kakoyiannis
                                    --------------------------------------------
                                    Name:  Michael Kakoyiannis
                                    Title: President and Chief Executive Officer

                  KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below hereby constitutes and appoints Michael Kakoyiannis,
Silvia Kessel, Paul R. Thomson and Arnold L. Wadler and each of them, his or her
true and lawful agent, proxy and attorney-in-fact, each acting alone with full
power of substitution and resubstitution, for him or her and in his or her name,
place and sterad, in any and all capacities, to (i) act on, sign and file with
the Securities and Exchange Commission any and all amendments (including
post-effective amendments) to this registration statement together with all
schedules and exhibits thereto, (ii) act on, sign and file such certificates,
instruments, agreements and other documents as may be necessary or appropriate
in connection therewith, and (iii) take any and all actions which may be
necessary or appropriate in connection therewith, granting unto such agents,
proxies and attorneys-in-fact, and each of them, full power and authority to do
and perform each and every act and thing necessary or appropriate to be done, as
fully for all intents and purposes as he or she might or could do in person,
hereby approving, ratifying and confirming all that such agents,, proxies and
attorneys-in-fact, any of them or any of his or her or their substitutes may
lawfully do or cause to be done by virtue thereof.

                  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:

        SIGNATURES               TITLE OR CAPACITIES                 DATE

    /s/Stuart Subotnick        Chairman of the Board of        February 11, 1998
---------------------------    Directors
     Stuart Subotnick                    

   /s/Michael Kakoyiannis      President, Chief Executive      February 11, 1998
---------------------------    Officer and Director
    Michael Kakoyiannis
6

        SIGNATURES               TITLE OR CAPACITIES                 DATE

     /s/Paul R. Thomson      Vice President, Chief Financial  February 11, 1998
---------------------------  Officer and Treasurer
      Paul R. Thomson        (Principal Financial and
                             Accounting Officer)
                          

     /s/Anita Subotnick      Director                         February 11, 1998
---------------------------
      Anita Subotnick

     /s/Silvia Kessel        Executive Vice President and     February 11, 1998
---------------------------  Director
      Silvia Kessel                   

    /s/Arnold L. Wadler      Executive Vice President,        February 11, 1998
---------------------------  General Counsel, Secretary and
      Arnold L. Wadler       Director            
                                         
     /s/Leonard White        Director                         February 11, 1998
---------------------------
      Leonard White
7

                                INDEX TO EXHIBITS

Exhibits
--------

4.1      --       Amended and Restated Certificate of Incorporation of the
                  Company, as amended (incorporated by reference from the
                  Company's Registration Statement on Form S-1 (Registration No.
                  333-36449)).

4.2      --       Amended and Restated Bylaws of the Company (incorporated by
                  reference from the Company's Registration Statement on Form
                  S-1 (Registration No. 333-36449)).

4.3      --       Big City Radio, Inc. 1997 Incentive Stock Plan (incorporated
                  by reference from the Company's Registration Statement on Form
                  S-1 (Registration No. 333-36449)).

4.4      --       Employment Agreement, dated December 24, 1997, between the
                  Company and Michael Kakoyiannis (incorporated by reference
                  from the Company's Registration Statement on Form S-1
                  (Registration No. 333-36449)).

5.1      --       Opinion of Paul, Weiss, Rifkind, Wharton & Garrison, counsel
                  to the Company, regarding the legality of the Class A Common
                  Stock being registered.

23.1     --       Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included
                  in Exhibit 5.1).

23.2     --       Consent of KPMG Peat Marwick LLP.

23.3     --       Consent of Holtz Rubenstein & Co., LLP.

24.1     --       Power of Attorney (included on signature page).