As filed with the Securities and Exchange Commission on July 13, 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 STOCK INCENTIVE PLAN
CUMULUS MEDIA INC. 1998 EXECUTIVE STOCK INCENTIVE PLAN
               (Full title of the plans)


        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:
                           
                  Larry D. Lieberman
                 Godfrey & Kahn, S.C.
                780 North Water Street
           Milwaukee, Wisconsin  53202-3590
                    (414) 273-3500




            CALCULATION OF REGISTRATION FEE
                           
   Title of      Amount to     Proposed      Proposed     Amount
  securities    be registered  maximum       maximum        of
to be registered               offering     aggregate    registra-
                              price per      offering    tion fee
                                share         price
Class A Common  1,288,834        (1)       $18,365,885   $5,565.42(1)
Stock                                                    
Class C Common  2,001,380        (2)       $28,019,320   $8,490.70(2)
Stock (including 
the Class A Common
Stock into which the
Class C Common
Stock is
convertible)
                           
 (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 July 8,
1998 on the Nasdaq National Market, as reported in the
Midwest Edition of The Wall Street Journal on July 9,
1998 ($14.25).
                           
 (2) The registration fee with respect to the Class C
Common Stock was calculated pursuant to Rule 457(h) of
the Securities Act based upon the exercise price of the
options.

<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"); and
          
          (b)    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.
          
          The Registrant's Class C common stock, $0.01
     par value (the "Class C Common Stock") is not
     registered under Section 12 of the Exchange Act.
          
          Dividend Rights.  All shares of the Class C
     Common Stock are entitled to participate ratably
     when, and as, dividends are declared by the Board
     of Directors.  Any such dividends may be paid in
     cash, shares of Class C Common Stock or property.
          
          Convertibility of Class C Common Stock into
     Class A Common Stock.  The Class C Common Stock is
     convertible at any time, or from time to time, at
     the option of the holder of such Class C Common
     Stock, without cost to such holder, into Class A
     Common Stock on a share-for-share basis; provided
     such holder is not at the time of such conversion
     a disqualified person (generally defined as a
     person whose ownership of Class A Common Stock
     would violate certain provisions of the
     Communications Act of 1934, as amended, and
     certain rules of the Federal Communications
     Commission).
          
          Voting Rights.  Holders of Class C Common
     Stock, subject to certain exceptions, are entitled
     to 10 votes per share.  All actions submitted to a
     vote of the Registrant's stockholders are voted on
     by holders of Class A Common Stock and Class C
     Common Stock, voting together as a single class.
     Holders of Class B common stock, $0.01 par value
     (the "Class B Common Stock"), are not entitled to
     vote, except in limited circumstances.  In such
     cases, the holders of Class B Common Stock will
     vote separately as a class.  The affirmative vote
     of a majority of the outstanding shares of Class A
     Common Stock and Class C Common Stock, voting
     together as a single class, and the affirmative
     vote of the holders of a majority of the
     outstanding shares of Class B Common Stock, voting
     separately as a class, are required to approve
     fundamental corporate actions.  The holders of
     Class C Common Stock are generally entitled to
     elect a director to the Registrant's Board of
     Directors (the "Class C Director"), and the vote
     of the Class C Director is required in order for
     the Registrant to take certain actions.
          
          Liquidation Rights.  In the event of any
     liquidation, dissolution or winding up of the
     Registrant, whether voluntarily or involuntarily,
     after payment or provision for payment of the
     debts and other liabilities of the Registrant and
     the preferential amounts to which the holders of
     any stock ranking prior to the Class C Common
     Stock in the distribution of assets, the holders
     of Class C Common Stock are entitled to share pro
     rata in the remaining assets of the Registrant
     according to their respective interests.

<PAGE>
          
          Miscellaneous.  The Class C Common Stock is
     not traded on a securities exchange.  Holders of
     Class C Common Stock have no preemptive or other
     subscription rights, redemption or sinking fund
     rights.
          
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 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.
          
Item 8.   Exhibits.
          
     4.1  Cumulus Media Inc. 1998 Stock Incentive
          Plan (incorporated herein by reference to
          Exhibit 10.10 of the Registrant's
          Registration Statement on Form S-1, Reg. No.
          333-48849).
     
     4.2  Cumulus Media Inc. 1998 Executive Stock
          Incentive Plan (incorporated herein by
          reference to Exhibit 10.11 of the
          Registrant's Registration Statement on Form S-
          1, Reg. No. 333-48849).
     
     5    Opinion of Godfrey & Kahn, S.C.
          regarding legality of the Common Stock being
          registered.
     
     10.1 Form of Employment Agreement between the
          Registrant and Richard W. Weening
          (incorporated herein by reference to Exhibit
          10.6 of the Registrant's Registration
          Statement on Form S-1, Reg. No. 333-48849).
     
     10.2 Form of Employment Agreement between the
          Registrant and Lewis W. Dickey, Jr.
          (incorporated herein by reference to Exhibit
          10.7 of the Registrant's Registration
          Statement on Form S-1, Reg. No. 333-48849).
     
     23.1 Consent of PricewaterhouseCoopers LLP
          (Illinois).
     
     23.2 Consent of PricewaterhouseCoopers LLP
          (Alabama).
     
     23.3 Consent of PricewaterhouseCoopers LLP
          (Georgia).
     
     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 Plante & Moran, LLP.
     
     23.8 Consent of KPMG Peat Marwick LLP.
     
     23.9 Consent of Godfrey & Kahn, S.C., included in
          Exhibit 5.

<PAGE>
     
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 July
10, 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:  July 10, 1998
------------------------
Richard W. Weening
Executive Chairman,
Treasurer and Director


/s/ Lewis W. Dickey, Jr.                Date:  July 10, 1998
-------------------------
Lewis W. Dickey, Jr.
Executive Vice Chairman
and Director


/s/ William M. Bungeroth                Date:  July 10, 1998
-------------------------
William M. Bungeroth
President and Director


/s/ Richard J. Bonick, Jr.              Date:  July 10, 1998
-------------------------
Richard J. Bonick, Jr.
Vice President and Chief
Financial Officer
(Principal Accounting Officer)

<PAGE>                           
                           
                     EXHIBIT INDEX
     
     Exhibits
     
          4.1  Cumulus Media Inc. 1998 Stock Incentive
          Plan (incorporated herein by reference to
          Exhibit 10.10 of the Registrant's
          Registration Statement on Form S-1, Reg. No.
          333-48849).
     
     4.2  Cumulus Media Inc. 1998 Executive Stock
          Incentive Plan (incorporated herein by
          reference to Exhibit 10.11 of the
          Registrant's Registration Statement on Form S-
          1, Reg. No. 333-48849).
     
     5    Opinion of Godfrey & Kahn, S.C.
          regarding legality of the Common Stock being
          registered.
     
     10.1 Form of Employment Agreement between the
          Registrant and Richard W. Weening
          (incorporated herein by reference to Exhibit
          10.6 of the Registrant's Registration
          Statement on Form S-1, Reg. No. 333-48849).
     
     10.2 Form of Employment Agreement between the
          Registrant and Lewis W. Dickey, Jr.
          (incorporated herein by reference to Exhibit
          10.7 of the Registrant's Registration
          Statement on Form S-1, Reg. No. 333-48849).
     
     23.1 Consent of PricewaterhouseCoopers LLP
          (Illinois).
     
     23.2 Consent of PricewaterhouseCoopers LLP
          (Alabama).
     
     23.3 Consent of PricewaterhouseCoopers LLP
          (Georgia).
     
     23.4 Consent of Johnson, Miller & Co. (New
          Frontier Communications, Inc.)
     
     23.5 Consent of Johnson, Miller & Co. (KLUR, KQXR,
          KYYI Radio)
     
     23.6 Consent of McGladrey & Pullen, LLP.
     
     23.7 Consent of Plante & Moran, LLP.
     
     23.8 Consent of KPMG Peat Marwick LLP.
     
     23.9 Consent of Godfrey & Kahn, S.C., included in
          Exhibit 5.
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As filed with the Securities and Exchange Commission on July 13, 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 STOCK INCENTIVE PLAN
CUMULUS MEDIA INC. 1998 EXECUTIVE STOCK INCENTIVE PLAN
               (Full title of the plans)

        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:
                           
                  Larry D. Lieberman
                 Godfrey & Kahn, S.C.
                780 North Water Street
           Milwaukee, Wisconsin  53202-3590
                    (414) 273-3500

            CALCULATION OF REGISTRATION FEE
                           
   Title of      Amount to     Proposed      Proposed     Amount
  securities    be registered  maximum       maximum        of
to be registered               offering     aggregate    registra-
                              price per      offering    tion fee
                                share         price
Class A Common  1,288,834        (1)       $18,365,885   $5,565.42(1)
Stock                                                    
Class C Common  2,001,380        (2)       $28,019,320   $8,490.70(2)
Stock (including 
the Class A Common
Stock into which the
Class C Common
Stock is
convertible)
                           
 (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 July 8,
1998 on the Nasdaq National Market, as reported in the
Midwest Edition of The Wall Street Journal on July 9,
1998 ($14.25).
                           
 (2) The registration fee with respect to the Class C
Common Stock was calculated pursuant to Rule 457(h) of
the Securities Act based upon the exercise price of the
options.
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"); and
          
          (b)    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.
          
          The Registrant's Class C common stock, $0.01
     par value (the "Class C Common Stock") is not
     registered under Section 12 of the Exchange Act.
          
          Dividend Rights.  All shares of the Class C
     Common Stock are entitled to participate ratably
     when, and as, dividends are declared by the Board
     of Directors.  Any such dividends may be paid in
     cash, shares of Class C Common Stock or property.
          
          Convertibility of Class C Common Stock into
     Class A Common Stock.  The Class C Common Stock is
     convertible at any time, or from time to time, at
     the option of the holder of such Class C Common
     Stock, without cost to such holder, into Class A
     Common Stock on a share-for-share basis; provided
     such holder is not at the time of such conversion
     a disqualified person (generally defined as a
     person whose ownership of Class A Common Stock
     would violate certain provisions of the
     Communications Act of 1934, as amended, and
     certain rules of the Federal Communications
     Commission).
          
          Voting Rights.  Holders of Class C Common
     Stock, subject to certain exceptions, are entitled
     to 10 votes per share.  All actions submitted to a
     vote of the Registrant's stockholders are voted on
     by holders of Class A Common Stock and Class C
     Common Stock, voting together as a single class.
     Holders of Class B common stock, $0.01 par value
     (the "Class B Common Stock"), are not entitled to
     vote, except in limited circumstances.  In such
     cases, the holders of Class B Common Stock will
     vote separately as a class.  The affirmative vote
     of a majority of the outstanding shares of Class A
     Common Stock and Class C Common Stock, voting
     together as a single class, and the affirmative
     vote of the holders of a majority of the
     outstanding shares of Class B Common Stock, voting
     separately as a class, are required to approve
     fundamental corporate actions.  The holders of
     Class C Common Stock are generally entitled to
     elect a director to the Registrant's Board of
     Directors (the "Class C Director"), and the vote
     of the Class C Director is required in order for
     the Registrant to take certain actions.
          
          Liquidation Rights.  In the event of any
     liquidation, dissolution or winding up of the
     Registrant, whether voluntarily or involuntarily,
     after payment or provision for payment of the
     debts and other liabilities of the Registrant and
     the preferential amounts to which the holders of
     any stock ranking prior to the Class C Common
     Stock in the distribution of assets, the holders
     of Class C Common Stock are entitled to share pro
     rata in the remaining assets of the Registrant
     according to their respective interests.
Miscellaneous.  The Class C Common Stock is
     not traded on a securities exchange.  Holders of
     Class C Common Stock have no preemptive or other
     subscription rights, redemption or sinking fund
     rights.
          
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 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.
          
Item 8.   Exhibits.
          
     4.1  Cumulus Media Inc. 1998 Stock Incentive
          Plan (incorporated herein by reference to
          Exhibit 10.10 of the Registrant's
          Registration Statement on Form S-1, Reg. No.
          333-48849).
     
     4.2  Cumulus Media Inc. 1998 Executive Stock
          Incentive Plan (incorporated herein by
          reference to Exhibit 10.11 of the
          Registrant's Registration Statement on Form S-
          1, Reg. No. 333-48849).
     
     5    Opinion of Godfrey & Kahn, S.C.
          regarding legality of the Common Stock being
          registered.
     
     10.1 Form of Employment Agreement between the
          Registrant and Richard W. Weening
          (incorporated herein by reference to Exhibit
          10.6 of the Registrant's Registration
          Statement on Form S-1, Reg. No. 333-48849).
     
     10.2 Form of Employment Agreement between the
          Registrant and Lewis W. Dickey, Jr.
          (incorporated herein by reference to Exhibit
          10.7 of the Registrant's Registration
          Statement on Form S-1, Reg. No. 333-48849).
     
     23.1 Consent of PricewaterhouseCoopers LLP
          (Illinois).
     
     23.2 Consent of PricewaterhouseCoopers LLP
          (Alabama).
     
     23.3 Consent of PricewaterhouseCoopers LLP
          (Georgia).
     
     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 Plante & Moran, LLP.
     
     23.8 Consent of KPMG Peat Marwick LLP.
     
     23.9 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 July
10, 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:  July 10, 1998
------------------------
Richard W. Weening
Executive Chairman,
Treasurer and Director

/s/ Lewis W. Dickey, Jr.                Date:  July 10, 1998
-------------------------
Lewis W. Dickey, Jr.
Executive Vice Chairman
and Director

/s/ William M. Bungeroth                Date:  July 10, 1998
-------------------------
William M. Bungeroth
President and Director

/s/ Richard J. Bonick, Jr.              Date:  July 10, 1998
-------------------------
Richard J. Bonick, Jr.
Vice President and Chief
Financial Officer
(Principal Accounting Officer)
EXHIBIT INDEX
     
     Exhibits
     
          4.1  Cumulus Media Inc. 1998 Stock Incentive
          Plan (incorporated herein by reference to
          Exhibit 10.10 of the Registrant's
          Registration Statement on Form S-1, Reg. No.
          333-48849).
     
     4.2  Cumulus Media Inc. 1998 Executive Stock
          Incentive Plan (incorporated herein by
          reference to Exhibit 10.11 of the
          Registrant's Registration Statement on Form S-
          1, Reg. No. 333-48849).
     
     5    Opinion of Godfrey & Kahn, S.C.
          regarding legality of the Common Stock being
          registered.
     
     10.1 Form of Employment Agreement between the
          Registrant and Richard W. Weening
          (incorporated herein by reference to Exhibit
          10.6 of the Registrant's Registration
          Statement on Form S-1, Reg. No. 333-48849).
     
     10.2 Form of Employment Agreement between the
          Registrant and Lewis W. Dickey, Jr.
          (incorporated herein by reference to Exhibit
          10.7 of the Registrant's Registration
          Statement on Form S-1, Reg. No. 333-48849).
     
     23.1 Consent of PricewaterhouseCoopers LLP
          (Illinois).
     
     23.2 Consent of PricewaterhouseCoopers LLP
          (Alabama).
     
     23.3 Consent of PricewaterhouseCoopers LLP
          (Georgia).
     
     23.4 Consent of Johnson, Miller & Co. (New
          Frontier Communications, Inc.)
     
     23.5 Consent of Johnson, Miller & Co. (KLUR, KQXR,
          KYYI Radio)
     
     23.6 Consent of McGladrey & Pullen, LLP.
     
     23.7 Consent of Plante & Moran, LLP.
     
     23.8 Consent of KPMG Peat Marwick LLP.
     
     23.9 Consent of Godfrey & Kahn, S.C., included in
          Exhibit 5.