As filed with the Securities and Exchange Commission on June 30, 1999
                                                   Registration No. 333-________
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 --------------
                                    Form S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                 --------------
                             NBG RADIO NETWORK INC.
             (Exact name of registrant as specified in its charter)

                                Nevada 88-0362102
                (State or other jurisdiction of (I.R.S. Employer
               incorporation or organization) Identification No.)

             520 S. W. 6th Avenue, Suite 75O, Portland, Oregon 97204
               (Address of Principal Executive Offices) (Zip Code)


                NBG Radio Network Inc. 1998 Stock Incentive Plan
                            (Full title of the plan)

                                 J.J. Brumfield
                            Vice President/Controller
                             NBG Radio Network, Inc.
                          520 SW 6th Avenue, Suite 750
                             Portland, Oregon 97204
                     (Name and address of agent for service)

                                 (503) 802-4624
                     (Telephone number, including area code,
                              of agent for service)

                                   Copies to:
                              Carmen M. Calzacorta
                        Schwabe, Williamson & Wyatt, P.C.
               1211 S.W. Fifth Avenue, 18th Floor, Pacwest Center
                             Portland, Oregon 97204
                                 (503) 222-9981

                         Calculation of Registration Fee
<TABLE>
<S>                       <C>                    <C>                     <C>                      <C>

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

                                                                         Proposed Maximum
Title of Securities to    Amount to be           Proposed Maximum        Aggregate Offering       Amount of
be Registered             Registered             Offering Price          Price                    Registration Fee
------------------------- ---------------------- ----------------------- ------------------------ --------------------
------------------------- ---------------------- ----------------------- ------------------------ --------------------
Common Stock, $.001
par value                 3,000,000(2)           $2.0625(1)              $6,187,500(1)            $1,720
------------------------- ---------------------- ----------------------- ------------------------ --------------------
</TABLE>

(1)      This estimate is based on the average of the bid and ask sales prices
         of the common stock of NBG Radio Network, Inc., as reported on the OTC
         Bulletin Board on June 25, 1999, pursuant to Rule 457(c) and (h),
         solely for purposes of determining the registration fee.
(2)      Pursuant to Rule 416(a), also covers additional securities that may be
         offered as a result of stock splits, stock dividends recapitalizations
         or similar transactions.



<PAGE>
                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing the information required to be included in
Part I of this Registration Statement will be sent or given to all persons who
are eligible to participate in the NBG Radio Network, Inc. 1998 Stock Incentive
Plan as specified by Rule 428. Pursuant to Rule 424, those documents are not
required to be filed with the Securities and Exchange Commission either as part
of this Registration Statement or as prospectuses or prospectus supplements.
Those documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act of 1933, as amended (the "Securities
Act").


                                      I - 1

<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The SEC allows us to "incorporate by reference" the documents that we
file with them pursuant to the Securities Exchange Act of 1934 (the "Exchange
Act"). This means that we can disclose important information to you by referring
to those documents. The information in the documents incorporated by reference
is considered to be part of this Registration Statement, and information in
documents that we file with the SEC in the future will automatically update and
supersede this information. We have filed the following documents with the SEC,
which are incorporated by reference in this Registration Statement:

          (a)  Our annual report on Form 10-KSB for the year ended November 30,
               1998, as amended by Form 10-KSB/A filed on June 4, 1999;

          (b)  Our quarterly report on Form 10-QSB for the period ended
               February 28, 1999;

          (c)  The description of our common stock contained in our Registration
               Statement on Form 10SB, which we filed with the SEC on April 23,
               1998, as amended on November 2, 1998;

          (d)  All documents we file pursuant to Sections 13(a), 13(c), 14 and
               15(d) of the Exchange Act after the date of this Registration
               Statement and prior to the filing of a post-effective amendment
               that indicates that all the securities offered hereby have been
               sold or that deregisters all the securities remaining unsold.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     The Company is a Nevada corporation. The Nevada General Corporation Law
provides in relevant part as follows:

          Section 78.7502  Indemnification of Officers, Directors, Employees and
                           Agents.

          1.   A corporation may indemnify any person who was or is a party or
          is threatened to be made a party to any threatened, pending or
          completed action, suit or proceeding, whether civil, criminal,
          administrative or investigative, except an action by or in the right
          of the corporation, by reason of the fact that he is or was a
          director, officer, employee or agent of the corporation, or is or was
          serving at the request of the corporation as a director, officer,

                                      II-1
<PAGE>

          employee or agent of another corporation, partnership, joint venture,
          trust or other enterprise, against expenses, including attorneys'
          fees, judgments, fines and amounts paid in settlement actually and
          reasonably incurred by him in connection with the action, suit or
          proceeding if he acted in good faith and in a manner which he
          reasonably believed to be in or not opposed to the best interests of
          the corporation, and, with respect to any criminal action or
          proceeding, had no reasonable cause to believe his conduct was
          unlawful.  The termination of any action, suit or proceeding by
          judgment, order, settlement, conviction, or upon a plea of nolo
          contendere or its equivalent, does not, of itself, create a
          presumption that the person did not act in good faith and in a manner
          which he reasonably believed to be in or not opposed to the best
          interests of the corporation, and that, with respect to any criminal
          action or proceeding, he had reasonable cause to believe that his
          conduct was unlawful.

          2.   A corporation may indemnify any person who was or is a party or
          is threatened to be made a party to any threatened, pending or
          completed action or suit by or in the right of the corporation to
          procure a judgment in its favor by reason of the fact that he is or
          was a director, officer, employee or agent of the corporation, or is
          or was serving at the request of the corporation as a director,
          officer, employee or agent of another corporation, partnership, joint
          venture, trust or other enterprise against expenses, including amounts
          paid in settlement and attorneys' fees actually and reasonably
          incurred by him in connection with the defense or settlement of the
          action or suit if he acted in good faith and in a manner which he
          reasonably believed to be in or not opposed to the best interests of
          the corporation.  Indemnification may not be made for any claim, issue
          or matter as to which such a person has been adjudged by a court of
          competent jurisdiction, after exhaustion of all appeals therefrom, to
          be liable to the corporation or for amounts paid in settlement to the
          corporation, unless and only to the extent that the court in which the
          action or suit was brought or other court of competent jurisdiction
          determines upon application that in view of all the circumstances of
          the case, the person is fairly and reasonably entitled to indemnity
          for such expenses as the court deems proper.

          3.   To the extent that a director, officer, employee or agent of a
          corporation has been successful on the merits or otherwise in defense
          of any action, suit or proceeding referred to in subsections 1 and 2,
          or in defense of any claim, issue or matter therein, he must be
          indemnified by the corporation against expenses, including attorneys'
          fees, actually and reasonably incurred by him in connection with the
          defense.

          Section 78.751  Authorization for Discretionary Indemnification;
                          Advancement of Expenses.

          1.   Any discretionary indemnification under NRS 78.7502, unless
          ordered by a court or advanced pursuant to subsection 2, may be made
          by the corporation only as authorized in the specific case upon a
          determination that indemnification of the director, officer, employee
          or agent is proper in the circumstances. The determination must be
          made:

               (a)  By the stockholders;
               (b)  By the board of directors by majority vote of a quorum
                    consisting of directors who were not parties to the action,
                    suit or proceeding;

                                      II-2
<PAGE>

               (c)  If a majority vote of a quorum consisting of directors who
                    were not parties to the action, suit or proceeding so
                    orders, by independent legal counsel in a written opinion;
                    or
               (d)  If a quorum consisting of directors who were not parties to
                    the action, suit or proceeding cannot be obtained, by
                    independent legal counsel in a written opinion.

          2.   The articles of incorporation, the bylaws or an agreement made by
          the corporation may provide that the expenses of officers and
          directors incurred in defending a civil or criminal action, suit or
          proceeding must be paid by the corporation as they are incurred and in
          advance of the final disposition of the action, suit or proceeding,
          upon receipt of an undertaking by or on behalf of the director or
          officer to repay the amount if it is ultimately determined by a court
          of competent jurisdiction that he is not entitled to be indemnified by
          the corporation.  The provisions of this subsection do not affect any
          rights to advancement of expenses to which corporate personnel other
          than directors or officers may be entitled under any contract or
          otherwise by law.

          3.   The indemnification and advancement of expenses authorized in or
          ordered by a court pursuant to this section:

               (a)  Does not exclude any other rights to which a person seeking
                    indemnification or advancement of expenses may be entitled
                    under the articles of incorporation or any bylaw, agreement,
                    vote of stockholders or disinterested directors or
                    otherwise, for either an action in his official capacity or
                    an action in another capacity while holding his office,
                    except that indemnification, unless ordered by a court
                    pursuant to NRS 78.7502 of this act or for the advancement
                    of expenses made pursuant to subsection 2, may not be made
                    to or on behalf of any director or officer if a final
                    adjudication establishes that his acts or omissions involved
                    intentional misconduct, fraud or a knowing violation of the
                    law and was material to the cause of action.

               (b)  Continues for a person who has ceased to be a director,
                    officer, employee or agent and inures to the benefit of the
                    heirs, executors and administrators of such a person.

          Section 78.752  Insurance and Other Financial Arrangement Against
                          Liability of Directors, Officers, Employees and
                          Agents.

          1.   A corporation may purchase and maintain insurance or make other
          financial arrangements on behalf of any person who is or was a
          director, officer, employee or agent of the corporation, or is or was
          serving at the request of the corporation as a director, officer,
          employee or agent of another corporation, partnership, joint venture,
          trust or other enterprise for any liability asserted against him and
          liability and expenses incurred by him in his capacity as a director,
          officer, employee or agent, or arising out of his status as such,
          whether or not the corporation has the authority to indemnify him
          against such liability and expenses.

                                      II-3
<PAGE>

          2.   The other financial arrangements made by the corporation pursuant
          to subsection 1 may include the following:

               (a)  The creation of a trust fund.
               (b)  The establishment of a program of self-insurance.
               (c)  The securing of its obligation of indemnification by
                    granting a security interest or other lien on any assets of
                    the corporation.
               (d)  The establishment of a letter of credit, guaranty or surety.

               No financial arrangement made pursuant to this subsection may
          provide protection for a person adjudged by a court of competent
          jurisdiction, after exhaustion of all appeals therefrom, to be liable
          for intentional misconduct, fraud or a knowing violation of law,
          except with respect to the advancement of expenses or indemnification
          ordered by a court.

          3.   Any insurance or other financial arrangement made on behalf of a
          person pursuant to this section may be provided by the corporation or
          any other person approved by the board of directors, even if all or
          part of the other person's stock or other securities is owned by the
          corporation.

          4.   In the absence of fraud:

               (a)  The decision of the board of directors as to the propriety
                    of the terms and conditions of any insurance or other
                    financial arrangement made pursuant to this section and the
                    choice of the person to provide the insurance or other
                    financial arrangement is conclusive; and
               (b)  The insurance or other financial arrangement:
                    (1)  Is not void or voidable; and
                    (2)  Does not subject any director approving it to personal
                         personal liability for his action, even if a director
                         director approving the insurance or other financial
                         arrangement is a beneficiary of the insurance or other
                         financial arrangement.

          5.   A corporation or its subsidiary which provides self-insurance for
          itself or for another affiliated corporation pursuant to this section
          is not subject to the provisions of Title 57 of the Nevada Revised
          Statutes.

          Article V of the Registrant's Bylaws provides as follows:

          "The corporation shall indemnify any and all of its Directors and
          Officers, and its former Directors and Officers, or any person who may
          have served at the corporation's request as a Director or Officer of
          another corporation in which it owns shares of capital stock or of
          which it is a creditor, against expenses actually and necessarily
          incurred by them in connection with the defense of any action, suit or
          proceeding in which they or any of them, are made parties, or a party,
          by reason of being or having been Director(s) or Officer(s) of the
          corporation, or of such other corporation, except, in relation to
          matters as to which any such Director or Officer or former Director of
          Officer or person shall be adjudged in such action, suit or proceeding

                                      II-4
<PAGE>

          to be liable for negligence or misconduct in the performance of duty.
          Such indemnification shall not be deemed exclusive of any other rights
          to which those indemnified may be entitled, under By-Law, agreement,
          vote of shareholders or otherwise."

     The Company has directors and officers liability insurance for the benefit
of its directors and officers.

Item 7.  Exemptions from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.
<TABLE>
<S>                 <C>
Exhibit Number      Description of Exhibit

4                   NBG Radio Network, Inc.  1998 Stock Incentive Plan

5.1                 Opinion of Schwabe, Williamson & Wyatt, P.C.

23.1                Consent of Moss Adams, LLP, Independent Public Accountants

23.2                Consent of Andersen Andersen & Strong, L.C.

23.2                Consent of Schwabe, Williamson & Wyatt, P.C. is contained in
                    Exhibit 5.1.

24                  Powers of Attorney of directors and officers of the
                    Registrant are included on the signature page of this
                    Registration Statement
</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 this 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 this Registration Statement; and

                                      II-5
<PAGE>

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

     provided, however, that clauses (1)(i) and (1)(ii) do not apply if the
     Registration Statement is on Form S-3, Form S-8 or Form F-3 and the
     information required to be included in a post-effective amendment by those
     clauses is contained in periodic reports filed with or furnished to the
     Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
     Securities Exchange Act of 1934 that are incorporated by reference into
     this 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; and

     (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 of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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

                                      II-6

<PAGE>


     Pursuant to the requirements of the Securities Act of 1933, 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 Portland, State of Oregon, on June 24, 1999.

                                        NBG RADIO NETWORK, INC.


                                        John A. Holmes, III, Chief Executive
                                        Officer and President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of John Holmes and J.J. Brumfield his true
and lawful attorney-in-fact and agent, each with full power of substitution, for
him and in his name, place and stead, in any and all capacities, to sign any or
all amendments to this Registration Statement, and to file the same with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each said attorney-in-fact and
agent with full power and authority to do and perform each and every act and
thing requisite and 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 said attorney-in-fact and agent, or his substitute, may
lawfully do or cause to be done 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 date indicated.

Date:  June 24, 1999
                                        John A. Holmes, III, Chairman, Board of
                                        Directors; Chief Executive Officer and
                                        President (Principal Executive Officer)

Date: June 24, 1999
                                        John J. Brumfield, Chief Financial
                                        Officer and Vice President, Finance
                                        (Principal Financial and Accounting
                                        Officer)

Date: June 24, 1999
                                        Peter Jacobsen, Director

Date: June 24, 1999
                                        Dick Versace, Director

Date: June 24, 1999
                                        Steven R. Sears, Director

Date: June 24, 1999
                                        Christopher J. Miller, Director

                                      II-7
<PAGE>

Exhibit Index
<TABLE>
<S>                 <C>

Exhibit Number      Description of Exhibit

4                   NBG Radio Network, Inc. Stock Incentive Plan

5.1                 Opinion of Schwabe, Williamson & Wyatt, P.C. (and Consent)

23.1                Consent of Independent Public Accountants - Moss Adams, LLP

23.2                Consent of Independent Public Accountants - Andersen
                    Andersen & Strong, P.C.

23.3                Consent of Schwabe, Williamson & Wyatt, P.C. is contained in
                    Exhibit 5.1

24                  Powers of Attorney of directors and officers of the
                    Registrant are included on page II-5
</TABLE>

                                      II-8
[{"type": "S-8", "sequence": "1", "description": "NBG RADIO NETWORK, INC. FORM S-8", "secsgml_size_bytes": 26847}]
{"company-data": {"conformed-name": "NBG RADIO NETWORK INC", "cik": "0001059366", "assigned-sic": "4832", "irs-number": "880362102", "state-of-incorporation": "NV", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81895", "film-number": "99655966"}, "business-address": {"street1": "520 SW SIXTH, STE. 750", "city": "PORTLAND", "state": "OR", "zip": "97204", "phone": "5038024624"}, "mail-address": {"street1": "520 SW SIXTH, STE. 750", "city": "PORTLAND", "state": "OR", "zip": "97204"}}
As filed with the Securities and Exchange Commission on June 30, 1999
                                                   Registration No. 333-________
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 --------------
                                    Form S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                 --------------
                             NBG RADIO NETWORK INC.
             (Exact name of registrant as specified in its charter)

                                Nevada 88-0362102
                (State or other jurisdiction of (I.R.S. Employer
               incorporation or organization) Identification No.)

             520 S. W. 6th Avenue, Suite 75O, Portland, Oregon 97204
               (Address of Principal Executive Offices) (Zip Code)

                NBG Radio Network Inc. 1998 Stock Incentive Plan
                            (Full title of the plan)

                                 J.J. Brumfield
                            Vice President/Controller
                             NBG Radio Network, Inc.
                          520 SW 6th Avenue, Suite 750
                             Portland, Oregon 97204
                     (Name and address of agent for service)

                                 (503) 802-4624
                     (Telephone number, including area code,
                              of agent for service)

                                   Copies to:
                              Carmen M. Calzacorta
                        Schwabe, Williamson & Wyatt, P.C.
               1211 S.W. Fifth Avenue, 18th Floor, Pacwest Center
                             Portland, Oregon 97204
                                 (503) 222-9981

                         Calculation of Registration Fee
------------------------- ---------------------- ----------------------- ------------------------ --------------------

                                                                         Proposed Maximum
Title of Securities to    Amount to be           Proposed Maximum        Aggregate Offering       Amount of
be Registered             Registered             Offering Price          Price                    Registration Fee
------------------------- ---------------------- ----------------------- ------------------------ --------------------
------------------------- ---------------------- ----------------------- ------------------------ --------------------
Common Stock, $.001
par value                 3,000,000(2)           $2.0625(1)              $6,187,500(1)            $1,720
------------------------- ---------------------- ----------------------- ------------------------ --------------------
(1)      This estimate is based on the average of the bid and ask sales prices
         of the common stock of NBG Radio Network, Inc., as reported on the OTC
         Bulletin Board on June 25, 1999, pursuant to Rule 457(c) and (h),
         solely for purposes of determining the registration fee.
(2)      Pursuant to Rule 416(a), also covers additional securities that may be
         offered as a result of stock splits, stock dividends recapitalizations
         or similar transactions.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing the information required to be included in
Part I of this Registration Statement will be sent or given to all persons who
are eligible to participate in the NBG Radio Network, Inc. 1998 Stock Incentive
Plan as specified by Rule 428. Pursuant to Rule 424, those documents are not
required to be filed with the Securities and Exchange Commission either as part
of this Registration Statement or as prospectuses or prospectus supplements.
Those documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act of 1933, as amended (the "Securities
Act").

                                      I - 1
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The SEC allows us to "incorporate by reference" the documents that we
file with them pursuant to the Securities Exchange Act of 1934 (the "Exchange
Act"). This means that we can disclose important information to you by referring
to those documents. The information in the documents incorporated by reference
is considered to be part of this Registration Statement, and information in
documents that we file with the SEC in the future will automatically update and
supersede this information. We have filed the following documents with the SEC,
which are incorporated by reference in this Registration Statement:

          (a)  Our annual report on Form 10-KSB for the year ended November 30,
               1998, as amended by Form 10-KSB/A filed on June 4, 1999;

          (b)  Our quarterly report on Form 10-QSB for the period ended
               February 28, 1999;

          (c)  The description of our common stock contained in our Registration
               Statement on Form 10SB, which we filed with the SEC on April 23,
               1998, as amended on November 2, 1998;

          (d)  All documents we file pursuant to Sections 13(a), 13(c), 14 and
               15(d) of the Exchange Act after the date of this Registration
               Statement and prior to the filing of a post-effective amendment
               that indicates that all the securities offered hereby have been
               sold or that deregisters all the securities remaining unsold.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     The Company is a Nevada corporation. The Nevada General Corporation Law
provides in relevant part as follows:

          Section 78.7502  Indemnification of Officers, Directors, Employees and
                           Agents.

          1.   A corporation may indemnify any person who was or is a party or
          is threatened to be made a party to any threatened, pending or
          completed action, suit or proceeding, whether civil, criminal,
          administrative or investigative, except an action by or in the right
          of the corporation, by reason of the fact that he is or was a
          director, officer, employee or agent of the corporation, or is or was
          serving at the request of the corporation as a director, officer,

                                      II-1
employee or agent of another corporation, partnership, joint venture,
          trust or other enterprise, against expenses, including attorneys'
          fees, judgments, fines and amounts paid in settlement actually and
          reasonably incurred by him in connection with the action, suit or
          proceeding if he acted in good faith and in a manner which he
          reasonably believed to be in or not opposed to the best interests of
          the corporation, and, with respect to any criminal action or
          proceeding, had no reasonable cause to believe his conduct was
          unlawful.  The termination of any action, suit or proceeding by
          judgment, order, settlement, conviction, or upon a plea of nolo
          contendere or its equivalent, does not, of itself, create a
          presumption that the person did not act in good faith and in a manner
          which he reasonably believed to be in or not opposed to the best
          interests of the corporation, and that, with respect to any criminal
          action or proceeding, he had reasonable cause to believe that his
          conduct was unlawful.

          2.   A corporation may indemnify any person who was or is a party or
          is threatened to be made a party to any threatened, pending or
          completed action or suit by or in the right of the corporation to
          procure a judgment in its favor by reason of the fact that he is or
          was a director, officer, employee or agent of the corporation, or is
          or was serving at the request of the corporation as a director,
          officer, employee or agent of another corporation, partnership, joint
          venture, trust or other enterprise against expenses, including amounts
          paid in settlement and attorneys' fees actually and reasonably
          incurred by him in connection with the defense or settlement of the
          action or suit if he acted in good faith and in a manner which he
          reasonably believed to be in or not opposed to the best interests of
          the corporation.  Indemnification may not be made for any claim, issue
          or matter as to which such a person has been adjudged by a court of
          competent jurisdiction, after exhaustion of all appeals therefrom, to
          be liable to the corporation or for amounts paid in settlement to the
          corporation, unless and only to the extent that the court in which the
          action or suit was brought or other court of competent jurisdiction
          determines upon application that in view of all the circumstances of
          the case, the person is fairly and reasonably entitled to indemnity
          for such expenses as the court deems proper.

          3.   To the extent that a director, officer, employee or agent of a
          corporation has been successful on the merits or otherwise in defense
          of any action, suit or proceeding referred to in subsections 1 and 2,
          or in defense of any claim, issue or matter therein, he must be
          indemnified by the corporation against expenses, including attorneys'
          fees, actually and reasonably incurred by him in connection with the
          defense.

          Section 78.751  Authorization for Discretionary Indemnification;
                          Advancement of Expenses.

          1.   Any discretionary indemnification under NRS 78.7502, unless
          ordered by a court or advanced pursuant to subsection 2, may be made
          by the corporation only as authorized in the specific case upon a
          determination that indemnification of the director, officer, employee
          or agent is proper in the circumstances. The determination must be
          made:

               (a)  By the stockholders;
               (b)  By the board of directors by majority vote of a quorum
                    consisting of directors who were not parties to the action,
                    suit or proceeding;

                                      II-2
(c)  If a majority vote of a quorum consisting of directors who
                    were not parties to the action, suit or proceeding so
                    orders, by independent legal counsel in a written opinion;
                    or
               (d)  If a quorum consisting of directors who were not parties to
                    the action, suit or proceeding cannot be obtained, by
                    independent legal counsel in a written opinion.

          2.   The articles of incorporation, the bylaws or an agreement made by
          the corporation may provide that the expenses of officers and
          directors incurred in defending a civil or criminal action, suit or
          proceeding must be paid by the corporation as they are incurred and in
          advance of the final disposition of the action, suit or proceeding,
          upon receipt of an undertaking by or on behalf of the director or
          officer to repay the amount if it is ultimately determined by a court
          of competent jurisdiction that he is not entitled to be indemnified by
          the corporation.  The provisions of this subsection do not affect any
          rights to advancement of expenses to which corporate personnel other
          than directors or officers may be entitled under any contract or
          otherwise by law.

          3.   The indemnification and advancement of expenses authorized in or
          ordered by a court pursuant to this section:

               (a)  Does not exclude any other rights to which a person seeking
                    indemnification or advancement of expenses may be entitled
                    under the articles of incorporation or any bylaw, agreement,
                    vote of stockholders or disinterested directors or
                    otherwise, for either an action in his official capacity or
                    an action in another capacity while holding his office,
                    except that indemnification, unless ordered by a court
                    pursuant to NRS 78.7502 of this act or for the advancement
                    of expenses made pursuant to subsection 2, may not be made
                    to or on behalf of any director or officer if a final
                    adjudication establishes that his acts or omissions involved
                    intentional misconduct, fraud or a knowing violation of the
                    law and was material to the cause of action.

               (b)  Continues for a person who has ceased to be a director,
                    officer, employee or agent and inures to the benefit of the
                    heirs, executors and administrators of such a person.

          Section 78.752  Insurance and Other Financial Arrangement Against
                          Liability of Directors, Officers, Employees and
                          Agents.

          1.   A corporation may purchase and maintain insurance or make other
          financial arrangements on behalf of any person who is or was a
          director, officer, employee or agent of the corporation, or is or was
          serving at the request of the corporation as a director, officer,
          employee or agent of another corporation, partnership, joint venture,
          trust or other enterprise for any liability asserted against him and
          liability and expenses incurred by him in his capacity as a director,
          officer, employee or agent, or arising out of his status as such,
          whether or not the corporation has the authority to indemnify him
          against such liability and expenses.

                                      II-3
2.   The other financial arrangements made by the corporation pursuant
          to subsection 1 may include the following:

               (a)  The creation of a trust fund.
               (b)  The establishment of a program of self-insurance.
               (c)  The securing of its obligation of indemnification by
                    granting a security interest or other lien on any assets of
                    the corporation.
               (d)  The establishment of a letter of credit, guaranty or surety.

               No financial arrangement made pursuant to this subsection may
          provide protection for a person adjudged by a court of competent
          jurisdiction, after exhaustion of all appeals therefrom, to be liable
          for intentional misconduct, fraud or a knowing violation of law,
          except with respect to the advancement of expenses or indemnification
          ordered by a court.

          3.   Any insurance or other financial arrangement made on behalf of a
          person pursuant to this section may be provided by the corporation or
          any other person approved by the board of directors, even if all or
          part of the other person's stock or other securities is owned by the
          corporation.

          4.   In the absence of fraud:

               (a)  The decision of the board of directors as to the propriety
                    of the terms and conditions of any insurance or other
                    financial arrangement made pursuant to this section and the
                    choice of the person to provide the insurance or other
                    financial arrangement is conclusive; and
               (b)  The insurance or other financial arrangement:
                    (1)  Is not void or voidable; and
                    (2)  Does not subject any director approving it to personal
                         personal liability for his action, even if a director
                         director approving the insurance or other financial
                         arrangement is a beneficiary of the insurance or other
                         financial arrangement.

          5.   A corporation or its subsidiary which provides self-insurance for
          itself or for another affiliated corporation pursuant to this section
          is not subject to the provisions of Title 57 of the Nevada Revised
          Statutes.

          Article V of the Registrant's Bylaws provides as follows:

          "The corporation shall indemnify any and all of its Directors and
          Officers, and its former Directors and Officers, or any person who may
          have served at the corporation's request as a Director or Officer of
          another corporation in which it owns shares of capital stock or of
          which it is a creditor, against expenses actually and necessarily
          incurred by them in connection with the defense of any action, suit or
          proceeding in which they or any of them, are made parties, or a party,
          by reason of being or having been Director(s) or Officer(s) of the
          corporation, or of such other corporation, except, in relation to
          matters as to which any such Director or Officer or former Director of
          Officer or person shall be adjudged in such action, suit or proceeding

                                      II-4
to be liable for negligence or misconduct in the performance of duty.
          Such indemnification shall not be deemed exclusive of any other rights
          to which those indemnified may be entitled, under By-Law, agreement,
          vote of shareholders or otherwise."

     The Company has directors and officers liability insurance for the benefit
of its directors and officers.

Item 7.  Exemptions from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.
Exhibit Number      Description of Exhibit

4                   NBG Radio Network, Inc.  1998 Stock Incentive Plan

5.1                 Opinion of Schwabe, Williamson & Wyatt, P.C.

23.1                Consent of Moss Adams, LLP, Independent Public Accountants

23.2                Consent of Andersen Andersen & Strong, L.C.

23.2                Consent of Schwabe, Williamson & Wyatt, P.C. is contained in
                    Exhibit 5.1.

24                  Powers of Attorney of directors and officers of the
                    Registrant are included on the signature page of this
                    Registration Statement
Item 9.  Undertakings.

A.   The undersigned Registrant hereby undertakes:

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

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

          (ii)  to reflect in the prospectus any facts or events arising after
                the effective date of this 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 this Registration Statement; and

                                      II-5
(iii) to include any material information with respect to the plan of
                distribution not previously disclosed in this Registration
                Statement or any material change to such information in this
                Registration Statement;

     provided, however, that clauses (1)(i) and (1)(ii) do not apply if the
     Registration Statement is on Form S-3, Form S-8 or Form F-3 and the
     information required to be included in a post-effective amendment by those
     clauses is contained in periodic reports filed with or furnished to the
     Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
     Securities Exchange Act of 1934 that are incorporated by reference into
     this 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; and

     (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 of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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

                                      II-6
Pursuant to the requirements of the Securities Act of 1933, 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 Portland, State of Oregon, on June 24, 1999.

                                        NBG RADIO NETWORK, INC.

                                        John A. Holmes, III, Chief Executive
                                        Officer and President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of John Holmes and J.J. Brumfield his true
and lawful attorney-in-fact and agent, each with full power of substitution, for
him and in his name, place and stead, in any and all capacities, to sign any or
all amendments to this Registration Statement, and to file the same with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each said attorney-in-fact and
agent with full power and authority to do and perform each and every act and
thing requisite and 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 said attorney-in-fact and agent, or his substitute, may
lawfully do or cause to be done 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 date indicated.

Date:  June 24, 1999
                                        John A. Holmes, III, Chairman, Board of
                                        Directors; Chief Executive Officer and
                                        President (Principal Executive Officer)

Date: June 24, 1999
                                        John J. Brumfield, Chief Financial
                                        Officer and Vice President, Finance
                                        (Principal Financial and Accounting
                                        Officer)

Date: June 24, 1999
                                        Peter Jacobsen, Director

Date: June 24, 1999
                                        Dick Versace, Director

Date: June 24, 1999
                                        Steven R. Sears, Director

Date: June 24, 1999
                                        Christopher J. Miller, Director

                                      II-7
Exhibit Index
Exhibit Number      Description of Exhibit

4                   NBG Radio Network, Inc. Stock Incentive Plan

5.1                 Opinion of Schwabe, Williamson & Wyatt, P.C. (and Consent)

23.1                Consent of Independent Public Accountants - Moss Adams, LLP

23.2                Consent of Independent Public Accountants - Andersen
                    Andersen & Strong, P.C.

23.3                Consent of Schwabe, Williamson & Wyatt, P.C. is contained in
                    Exhibit 5.1

24                  Powers of Attorney of directors and officers of the
                    Registrant are included on page II-5
II-8