<PAGE>   1

      As filed with the Securities and Exchange Commission on June 7, 2001

                                                      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)

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

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

                  CUMULUS MEDIA INC. 2000 STOCK INCENTIVE PLAN
                          ---------------------------

       LEWIS W. DICKEY, JR., CHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER
                               CUMULUS MEDIA INC.
                   3535 PIEDMONT ROAD, BUILDING 14, 14TH FLOOR
                                ATLANTA, GA 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, REAVIS & POGUE
                               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   aggregate offering    registration
                                                    share               price               fee
----------------------------------------------------------------------------------------------------
<S>                         <C>              <C>                  <C>                   <C>
Class A Common Stock (1)      2,028,300           $ 6.44(2)         $13,062,252(2)       $3,625.56
====================================================================================================
Class A Common Stock (1)        721,700           $12.30(3)         $ 8,876,910(3)       $2,291.23
====================================================================================================
</TABLE>

(1)  Issuable under the 2000 Stock Incentive Plan.
(2)  The registration fee with respect to the shares of Class A Common Stock was
     calculated pursuant to Rule 457(h) of the Securities Act based upon the
     exercise price of the outstanding options. The registration fee is
     calculated by multiplying the product of the proposed maximum offering
     price per share and the number of shares to be registered by .00025.
(3)  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 price per share of Cumulus Media Inc.
     Class A Common Stock on June 5, 2001, on the Nasdaq National Market, as
     reported in The Wall Street Journal on June 6, 2001 ($12.30 )The
     registration fee is calculated by multiplying the product of the proposed
     maximum offering price per share and the number of shares to be registered
     by .00025.

================================================================================


<PAGE>   2

                                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 Class A Common Stock of Cumulus Media Inc. pursuant to the Cumulus
Media Inc. 2000 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)      The Registrant's Annual Report on Form 10-K for the
                           fiscal year ended December 31, 2000;

                  (b)      The Registrant's Quarterly Report on Form 10-Q for
                           the quarter ended March 31, 2001; and

                  (c)      The description of the Registrant's Class A common
                           stock, $0.01 par value (the "Class A Common Stock")
                           contained in the Registrant's Registration Statement
                           on Form 8-A filed 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 the Registrant 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 in this
         Registration Statement and to be part hereof from the date of filing
         such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Inapplicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Inapplicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Under Article XI of the Registrant's Articles of
         Incorporation, Article VI of the Registrant's Amended and Restated
         By-laws and Illinois Law, the Registrant shall indemnify its directors
         and officers against all liabilities and expenses actually and
         reasonably incurred in connection with the defense or settlement of any
         threatened, pending or completed action, suit or proceeding (whether
         civil, criminal, administrative or investigative) in which they have
         become involved by reason of their status as corporate directors or
         officers, if they acted in good faith and in the reasonable belief that
         their conduct was neither unlawful (in the case of criminal
         proceedings) nor opposed to the best interests of the Registrant. With
         respect to legal proceedings by or in the right of the Registrant in
         which a director or officer is adjudged liable for improper performance
         of his duty to the Registrant or another enterprise which such person
         served in a similar capacity at the request of the Registrant,
         indemnification is limited by such provisions of that amount which is
         permitted by the court.

                  The Registrant will maintain officers' and directors'
         liability insurance which will insure against liabilities that officers
         and directors of the Registrant may incur in such capacities. The
         Registrant has also entered into indemnification agreements with its
         directors and officers.


                                      II-1
<PAGE>   3

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Inapplicable.

ITEM 8.  EXHIBITS.

<TABLE>
         <S>      <C>
         4.1      Cumulus Media Inc. 2000 Stock Incentive Plan.

         5        Opinion of  Jones, Day, Reavis & Pogue regarding legality
                  of the Common Stock being registered.

         23.1     Consent of  KPMG LLP.

         23.2     Consent of PricewaterhouseCoopers LLP

         23.3     Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5).

         24       Power of Attorney (included in the signature pages).
</TABLE>

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


                                      II-2
<PAGE>   4

                  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 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-3
<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 Atlanta, State of Georgia, on June 7, 2001.

                       CUMULUS MEDIA INC.


                       By: /s/ Martin R. Gausvik
                           ----------------------------------------
                           Martin R. Gausvik
                           Executive Vice President, Treasurer and Chief
                           Financial Officer (Principal Financial and Accounting
                           Officer)

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, Martin R. Gausvik and Lewis W. Dickey,
Jr., jointly and severally, each in his own capacity, his true and lawful
attorneys-in-fact and agents, 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 this Registration Statement, and
to file the same, with all 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<S>                                                       <C>


/s/ Lewis W. Dickey, Jr.                                  Date: June 7, 2001
--------------------------------------------------
Lewis W. Dickey, Jr.
Chairman, President & Chief Executive Officer
  and Director


/s/ Ralph B. Everett                                      Date: June 7, 2001
--------------------------------------------------
Ralph B. Everett
Director


/s/ Holcombe T. Green, Jr.                                Date: June 7, 2001
--------------------------------------------------
Holcombe T. Green, Jr.
Director


/s/ Eric P. Robison                                       Date: June 7, 2001
--------------------------------------------------
Eric P. Robison
Director
</TABLE>


<PAGE>   6

<TABLE>
<S>                                                       <C>


/s/ Robert H. Sheridan, III                               Date: June 7, 2001
--------------------------------------------------
Robert H. Sheridan, III
Director


/s/ Richard W. Weening                                    Date: June 7, 2001
--------------------------------------------------
Richard W. Weening
Director
</TABLE>


                                      II-2
<PAGE>   7

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
         Exhibits

         <S>      <C>
         4.1      Cumulus Media Inc. 2000 Stock Incentive Plan.

         5        Opinion of Jones, Day, Reavis & Pogue regarding legality of
                  the Common Stock being registered.

         23.1     Consent of KPMG LLP.

         23.2     Consent of PricewaterhouseCoopers LLP

         23.3     Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5).

         24       Power of Attorney (included in the signature pages).
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "g69946s-8.txt", "description": "CUMULUS MEDIA INC.", "secsgml_size_bytes": 17505}]
{"company-data": {"conformed-name": "CUMULUS MEDIA INC", "cik": "0001058623", "assigned-sic": "4832", "irs-number": "364159663", "state-of-incorporation": "IL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62538", "film-number": "1656265"}, "business-address": {"street1": "111 KILBOURNE AVE", "street2": "SUITE 2700", "city": "MILWAUKEE", "state": "WI", "zip": "53202", "phone": "4146152800"}, "mail-address": {"street1": "111 EAST KILBOURN AVE", "street2": "SUITE 2700", "city": "MILWAUKEE", "state": "WI", "zip": "53202"}}
1

      As filed with the Securities and Exchange Commission on June 7, 2001

                                                      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)

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

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

                  CUMULUS MEDIA INC. 2000 STOCK INCENTIVE PLAN
                          ---------------------------

       LEWIS W. DICKEY, JR., CHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER
                               CUMULUS MEDIA INC.
                   3535 PIEDMONT ROAD, BUILDING 14, 14TH FLOOR
                                ATLANTA, GA 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, REAVIS & POGUE
                               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   aggregate offering    registration
                                                    share               price               fee
----------------------------------------------------------------------------------------------------
Class A Common Stock (1)      2,028,300           $ 6.44(2)         $13,062,252(2)       $3,625.56
====================================================================================================
Class A Common Stock (1)        721,700           $12.30(3)         $ 8,876,910(3)       $2,291.23
====================================================================================================
(1)  Issuable under the 2000 Stock Incentive Plan.
(2)  The registration fee with respect to the shares of Class A Common Stock was
     calculated pursuant to Rule 457(h) of the Securities Act based upon the
     exercise price of the outstanding options. The registration fee is
     calculated by multiplying the product of the proposed maximum offering
     price per share and the number of shares to be registered by .00025.
(3)  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 price per share of Cumulus Media Inc.
     Class A Common Stock on June 5, 2001, on the Nasdaq National Market, as
     reported in The Wall Street Journal on June 6, 2001 ($12.30 )The
     registration fee is calculated by multiplying the product of the proposed
     maximum offering price per share and the number of shares to be registered
     by .00025.

================================================================================
2

                                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 Class A Common Stock of Cumulus Media Inc. pursuant to the Cumulus
Media Inc. 2000 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)      The Registrant's Annual Report on Form 10-K for the
                           fiscal year ended December 31, 2000;

                  (b)      The Registrant's Quarterly Report on Form 10-Q for
                           the quarter ended March 31, 2001; and

                  (c)      The description of the Registrant's Class A common
                           stock, $0.01 par value (the "Class A Common Stock")
                           contained in the Registrant's Registration Statement
                           on Form 8-A filed 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 the Registrant 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 in this
         Registration Statement and to be part hereof from the date of filing
         such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Inapplicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Inapplicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Under Article XI of the Registrant's Articles of
         Incorporation, Article VI of the Registrant's Amended and Restated
         By-laws and Illinois Law, the Registrant shall indemnify its directors
         and officers against all liabilities and expenses actually and
         reasonably incurred in connection with the defense or settlement of any
         threatened, pending or completed action, suit or proceeding (whether
         civil, criminal, administrative or investigative) in which they have
         become involved by reason of their status as corporate directors or
         officers, if they acted in good faith and in the reasonable belief that
         their conduct was neither unlawful (in the case of criminal
         proceedings) nor opposed to the best interests of the Registrant. With
         respect to legal proceedings by or in the right of the Registrant in
         which a director or officer is adjudged liable for improper performance
         of his duty to the Registrant or another enterprise which such person
         served in a similar capacity at the request of the Registrant,
         indemnification is limited by such provisions of that amount which is
         permitted by the court.

                  The Registrant will maintain officers' and directors'
         liability insurance which will insure against liabilities that officers
         and directors of the Registrant may incur in such capacities. The
         Registrant has also entered into indemnification agreements with its
         directors and officers.

                                      II-1
3

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Inapplicable.

ITEM 8.  EXHIBITS.
4.1      Cumulus Media Inc. 2000 Stock Incentive Plan.

         5        Opinion of  Jones, Day, Reavis & Pogue regarding legality
                  of the Common Stock being registered.

         23.1     Consent of  KPMG LLP.

         23.2     Consent of PricewaterhouseCoopers LLP

         23.3     Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5).

         24       Power of Attorney (included in the signature pages).
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

                                      II-2
4

                  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 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-3
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 Atlanta, State of Georgia, on June 7, 2001.

                       CUMULUS MEDIA INC.

                       By: /s/ Martin R. Gausvik
                           ----------------------------------------
                           Martin R. Gausvik
                           Executive Vice President, Treasurer and Chief
                           Financial Officer (Principal Financial and Accounting
                           Officer)

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, Martin R. Gausvik and Lewis W. Dickey,
Jr., jointly and severally, each in his own capacity, his true and lawful
attorneys-in-fact and agents, 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 this Registration Statement, and
to file the same, with all 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ Lewis W. Dickey, Jr.                                  Date: June 7, 2001
--------------------------------------------------
Lewis W. Dickey, Jr.
Chairman, President & Chief Executive Officer
  and Director

/s/ Ralph B. Everett                                      Date: June 7, 2001
--------------------------------------------------
Ralph B. Everett
Director

/s/ Holcombe T. Green, Jr.                                Date: June 7, 2001
--------------------------------------------------
Holcombe T. Green, Jr.
Director

/s/ Eric P. Robison                                       Date: June 7, 2001
--------------------------------------------------
Eric P. Robison
Director
6
/s/ Robert H. Sheridan, III                               Date: June 7, 2001
--------------------------------------------------
Robert H. Sheridan, III
Director

/s/ Richard W. Weening                                    Date: June 7, 2001
--------------------------------------------------
Richard W. Weening
Director
II-2
7

                                  EXHIBIT INDEX
Exhibits
4.1      Cumulus Media Inc. 2000 Stock Incentive Plan.

         5        Opinion of Jones, Day, Reavis & Pogue regarding legality of
                  the Common Stock being registered.

         23.1     Consent of KPMG LLP.

         23.2     Consent of PricewaterhouseCoopers LLP

         23.3     Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5).

         24       Power of Attorney (included in the signature pages).