As filed with the Securities and Exchange Commission on December 7, 1998

                                     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                                (I.R.S. Employer
   Incorporation)                              Identification
                                                   Number)

111 East Kilbourn Avenue, Milwaukee, Wisconsin     53202
(Address of Principal Executive Offices)         (Zip Code)
                           

 CUMULUS MEDIA INC. 1998 EMPLOYEE STOCK PURCHASE PLAN
               (Full title of the plan)
                           

        Richard W. Weening, Executive Chairman
     Lewis W. Dickey, Jr., Executive Vice Chairman
                  Cumulus Media Inc.
               111 East Kilbourn Avenue
              Milwaukee, Wisconsin  53202
        (Name and Address of Agent for Service)
                    (414) 615-2800
 (Telephone Number, including area code, of Agent for
                       Service)
                           
                           

                       Copy to:
                           
                  Patricia L. Leiker
                 Godfrey & Kahn, S.C.
                780 North Water Street
           Milwaukee, Wisconsin  53202-3590
                    (414) 273-3500
                           

            CALCULATION OF REGISTRATION FEE
                            
                                  Proposed      Proposed
   Title of          Amount       maximum       maximum       Amount of
  securities         to  be       offering      aggregate   registration
to be registered   registered      price        offering       fee (1)
                                per share (1)     price
                                               
Class A Common     1,000,000        N/A       $ 12,625,000   $ 3,509.75
    Stock
                           
 (1) The registration fee with respect to the Class A
Common Stock was calculated pursuant to Rule 457(c) and
(h) under the Securities Act of 1933, as amended (the
"Securities Act").  The registration fee is based on
the average of the high and low price per share of
Cumulus Media Inc. Class A Common Stock on December 2,
1998 on the Nasdaq National Market, as reported in the
Midwest Edition of The Wall Street Journal on December 3, 
1998 ($12.625).

<PAGE>
                           
                        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 latest prospectus
            filed pursuant to Rule 424(b) under the
            Securities Act of 1933, as amended (the
            "Securities Act");
          
          (b)    The Registrant's Current Report on
            Form 8-K filed July 17, 1998, and the
            Registrant's Amendment No. 1 to Current
            Report on Form 8-K/A filed August 13,
            1998;
          
          (c)    The Registrant's Quarterly Reports on
            Form 10-Q for the quarters ended June 30
            and September 30, 1998; and
          
          (d)    The description of the Registrant's
            Class A common stock, $0.01 par value
            contained in the Registrant's Registration
            Statement on Form 8-A filed June 24, 1998
            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 6.   Indemnification of Directors and Officers.
          
          The general effect of the provisions in the
     Registrant's Articles of Incorporation and
     Illinois Law is to provide that 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 maintains officers' and
     directors' liability insurance which insures
     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.
          
Item 8.   Exhibits.
          
          4    Cumulus Media Inc. 1998 Employee Stock
               Purchase Plan.
     
          5    Opinion of Godfrey & Kahn, S.C.
               regarding legality of the Common Stock being
               registered.
     
          23.1 Consent of PricewaterhouseCoopers LLP.
     
          23.2 Consent of KPMG Peat Marwick LLP.

<PAGE>
     
          23.3 Consent of Plante & Moran, LLP.
     
          23.4 Consent of Johnson, Miller & Co. (New
               Frontier Communications, Inc.)
     
          23.5 Consent of Johnson, Miller & Co. (KLUR, KQXC,
               KYYI Radio)
     
          23.6 Consent of McGladrey & Pullen, LLP.
     
          23.7 Consent of Godfrey & Kahn, S.C., included in
               Exhibit 5.
     

Item 9.   Undertakings.*
          
          The Registrant hereby undertakes:
          
     (a)  (1)  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 the Registration
          Statement or any material change to such
          information in the Registration Statement.
     
          (2)  That, for the purpose of determining any
          liability under the Securities Act, 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)  (4)  That, for purposes of determining any
          liability under the Securities Act, each
          filing of the Registrant's annual report
          pursuant to Section 13(a) or Section 15(d) of
          the Exchange Act 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.
     
     (h)  (5)  Insofar as indemnification for
          liabilities arising under the Securities Act
          may be permitted to directors, officers and
          controlling persons of the Registrant
          pursuant to the provisions of Item 6 of this
          Registration Statement, 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 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 and
          will be governed by the final adjudication of
          such issue.
     
     
     ____________________
     
     *Paragraphs correspond to Item 512 of Regulation S-K.

<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 Milwaukee, State of Wisconsin, on
November 23, 1998.
     
                              CUMULUS MEDIA INC.
                              
                              By:/s/ Richard W. Weening
                                 ------------------------
                                 Richard W. Weening
                                 Executive Chairman
     
     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/ Richard W. Weening                  Date:  November 23, 1998
---------------------------
Richard W. Weening
Executive Chairman,
Treasurer and Director


/s/ Lewis W. Dickey, Jr.                Date:  November 23, 1998
---------------------------
Lewis W. Dickey, Jr.
Executive Vice Chairman
and Director


/s/ William M. Bungeroth                Date:  November 23, 1998
---------------------------
William M. Bungeroth
President and Director


/s/ Richard J. Bonick, Jr.              Date:  November 23, 1998
----------------------------
Richard J. Bonick, Jr.
Vice President and Chief
Financial Officer
(Principal Accounting Officer)


/s/ Robert H. Sheridan, III             Date:  November 23, 1998
------------------------------
Robert H. Sheridan, III
Director


/s/ Ralph B. Everett                    Date:  November 23, 1998
-------------------------------
Ralph B. Everett
Director

<PAGE>

                     EXHIBIT INDEX
     
     Exhibits
     
          4    Cumulus Media Inc. 1998 Employee Stock
               Purchase Plan.
     
          5    Opinion of Godfrey & Kahn, S.C.
               regarding legality of the Common Stock being
               registered.
     
          23.1 Consent of PricewaterhouseCoopers LLP.
     
          23.2 Consent of KPMG Peat Marwick LLP.
     
          23.3 Consent of Plante & Moran, LLP
     
          23.4 Consent of Johnson, Miller & Co. (New
               Frontier Communications, Inc.)
     
          23.5 Consent of Johnson, Miller & Co. (KLUR, KQXC,
               KYYI Radio)
     
          23.6 Consent of McGladrey & Pullen, LLP.
     
          23.7 Consent of Godfrey & Kahn, S.C., included in
               Exhibit 5.
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{"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": "333-68487", "film-number": "98765013"}, "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"}}
As filed with the Securities and Exchange Commission on December 7, 1998

                                     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                                (I.R.S. Employer
   Incorporation)                              Identification
                                                   Number)

111 East Kilbourn Avenue, Milwaukee, Wisconsin     53202
(Address of Principal Executive Offices)         (Zip Code)
                           

 CUMULUS MEDIA INC. 1998 EMPLOYEE STOCK PURCHASE PLAN
               (Full title of the plan)
                           

        Richard W. Weening, Executive Chairman
     Lewis W. Dickey, Jr., Executive Vice Chairman
                  Cumulus Media Inc.
               111 East Kilbourn Avenue
              Milwaukee, Wisconsin  53202
        (Name and Address of Agent for Service)
                    (414) 615-2800
 (Telephone Number, including area code, of Agent for
                       Service)
                           
                           

                       Copy to:
                           
                  Patricia L. Leiker
                 Godfrey & Kahn, S.C.
                780 North Water Street
           Milwaukee, Wisconsin  53202-3590
                    (414) 273-3500
                           

            CALCULATION OF REGISTRATION FEE
                            
                                  Proposed      Proposed
   Title of          Amount       maximum       maximum       Amount of
  securities         to  be       offering      aggregate   registration
to be registered   registered      price        offering       fee (1)
                                per share (1)     price
                                               
Class A Common     1,000,000        N/A       $ 12,625,000   $ 3,509.75
    Stock
                           
 (1) The registration fee with respect to the Class A
Common Stock was calculated pursuant to Rule 457(c) and
(h) under the Securities Act of 1933, as amended (the
"Securities Act").  The registration fee is based on
the average of the high and low price per share of
Cumulus Media Inc. Class A Common Stock on December 2,
1998 on the Nasdaq National Market, as reported in the
Midwest Edition of The Wall Street Journal on December 3, 
1998 ($12.625).
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 latest prospectus
            filed pursuant to Rule 424(b) under the
            Securities Act of 1933, as amended (the
            "Securities Act");
          
          (b)    The Registrant's Current Report on
            Form 8-K filed July 17, 1998, and the
            Registrant's Amendment No. 1 to Current
            Report on Form 8-K/A filed August 13,
            1998;
          
          (c)    The Registrant's Quarterly Reports on
            Form 10-Q for the quarters ended June 30
            and September 30, 1998; and
          
          (d)    The description of the Registrant's
            Class A common stock, $0.01 par value
            contained in the Registrant's Registration
            Statement on Form 8-A filed June 24, 1998
            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 6.   Indemnification of Directors and Officers.
          
          The general effect of the provisions in the
     Registrant's Articles of Incorporation and
     Illinois Law is to provide that 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 maintains officers' and
     directors' liability insurance which insures
     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.
          
Item 8.   Exhibits.
          
          4    Cumulus Media Inc. 1998 Employee Stock
               Purchase Plan.
     
          5    Opinion of Godfrey & Kahn, S.C.
               regarding legality of the Common Stock being
               registered.
     
          23.1 Consent of PricewaterhouseCoopers LLP.
     
          23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Plante & Moran, LLP.
     
          23.4 Consent of Johnson, Miller & Co. (New
               Frontier Communications, Inc.)
     
          23.5 Consent of Johnson, Miller & Co. (KLUR, KQXC,
               KYYI Radio)
     
          23.6 Consent of McGladrey & Pullen, LLP.
     
          23.7 Consent of Godfrey & Kahn, S.C., included in
               Exhibit 5.
     

Item 9.   Undertakings.*
          
          The Registrant hereby undertakes:
          
     (a)  (1)  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 the Registration
          Statement or any material change to such
          information in the Registration Statement.
     
          (2)  That, for the purpose of determining any
          liability under the Securities Act, 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)  (4)  That, for purposes of determining any
          liability under the Securities Act, each
          filing of the Registrant's annual report
          pursuant to Section 13(a) or Section 15(d) of
          the Exchange Act 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.
     
     (h)  (5)  Insofar as indemnification for
          liabilities arising under the Securities Act
          may be permitted to directors, officers and
          controlling persons of the Registrant
          pursuant to the provisions of Item 6 of this
          Registration Statement, 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 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 and
          will be governed by the final adjudication of
          such issue.
     
     
     ____________________
     
     *Paragraphs correspond to Item 512 of Regulation S-K.
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 Milwaukee, State of Wisconsin, on
November 23, 1998.
     
                              CUMULUS MEDIA INC.
                              
                              By:/s/ Richard W. Weening
                                 ------------------------
                                 Richard W. Weening
                                 Executive Chairman
     
     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/ Richard W. Weening                  Date:  November 23, 1998
---------------------------
Richard W. Weening
Executive Chairman,
Treasurer and Director

/s/ Lewis W. Dickey, Jr.                Date:  November 23, 1998
---------------------------
Lewis W. Dickey, Jr.
Executive Vice Chairman
and Director

/s/ William M. Bungeroth                Date:  November 23, 1998
---------------------------
William M. Bungeroth
President and Director

/s/ Richard J. Bonick, Jr.              Date:  November 23, 1998
----------------------------
Richard J. Bonick, Jr.
Vice President and Chief
Financial Officer
(Principal Accounting Officer)

/s/ Robert H. Sheridan, III             Date:  November 23, 1998
------------------------------
Robert H. Sheridan, III
Director

/s/ Ralph B. Everett                    Date:  November 23, 1998
-------------------------------
Ralph B. Everett
Director
EXHIBIT INDEX
     
     Exhibits
     
          4    Cumulus Media Inc. 1998 Employee Stock
               Purchase Plan.
     
          5    Opinion of Godfrey & Kahn, S.C.
               regarding legality of the Common Stock being
               registered.
     
          23.1 Consent of PricewaterhouseCoopers LLP.
     
          23.2 Consent of KPMG Peat Marwick LLP.
     
          23.3 Consent of Plante & Moran, LLP
     
          23.4 Consent of Johnson, Miller & Co. (New
               Frontier Communications, Inc.)
     
          23.5 Consent of Johnson, Miller & Co. (KLUR, KQXC,
               KYYI Radio)
     
          23.6 Consent of McGladrey & Pullen, LLP.
     
          23.7 Consent of Godfrey & Kahn, S.C., included in
               Exhibit 5.