SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20459
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                            SAGA COMMUNICATIONS, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                       38-3042953
 (State or other jurisdiction of                       (I.R.S. Employer
  incorporation or organization)                      Identification No.)

             73 Kercheval Avenue, Grosse Point Farms, Michigan 48236
-------------------------------------------------------------------------------
          (Address of principal executive offices, including zip code)

      SAGA COMMUNICATIONS, INC. EMPLOYEES' 401(K) SAVINGS & INVESTMENT PLAN
                              (Full title of plan)

                                Christine M. Marx
                                Edwards & Angell
                           150 John F. Kennedy Parkway
                          Short Hills, New Jersey 07078
                     (Name and address of agent for service)

                                 (973) 376-7700
-------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         Calculation of Registration Fee
-------------------------------------------------------------------------------
                                        Proposed     Proposed
                          Amount to      Maximum     Maximum
Title of Securities           be        Offering     Aggregate     Amount of
      to be               Registered    Price Per    Offering     Registration
   Registered (1)             (1)        Unit (2)    Price (2)        Fee
-------------------      ------------   ---------    ----------   ------------
Class A Common Stock       1,000,000     $16.00     $16,000,000       $4,720
                            shares

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

(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
    Statement also covers an indeterminate  amount of interests to be offered
    or sold pursuant to the Saga  Communications,  Inc.  Employees' 401(k) 
    Savings and Investment Plan.
-------------------------------------------------------------------------------
(2) This  calculation  is made  solely for the purpose of  determining  the
    amount of the  Registration Fee and is based upon a price of $16 per
    share,  which was the  closing  price of the  Company's  Class A Common
    Stock reported on September 9, 1998.


<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


       The documents containing information specified in Part I of Form S-8 will
be sent or given to  employees  participating  in the Plan as  specified by Rule
428(b)(1) of the  Securities  Act of 1933,  as amended (the  "Securities  Act").
Those   documents  and  the  documents   incorporated  by  reference  into  this
Registration  Statement  pursuant  to Item 3 of  Part  II of  this  Registration
Statement,  taken together,  constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference.

     There are incorporated herein by reference the following documents:

     (1) The annual report of the Company on Form 10-K for its fiscal year ended
December 31, 1997,  which was filed pursuant to the  Securities  Exchange Act of
1934, as amended (the "Exchange Act");

     (2) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Exchange  Act since the end of the fiscal  year  covered  by the  annual  report
referred to in (1) above.

     (3) The  description of the shares of Class A Common Stock  incorporated by
reference in the  Company's  registration  statement on Form 8-A filed under the
Exchange  Act,  including  any  amendment  or reports  filed for the  purpose of
updating such description.

     All  documents  filed  by the  Company  subsequent  to  the  date  of  this
Registration  Statement  pursuant to Sections  13(a),  13(c), 14 or 15(d) of the
Exchange Act prior to the  termination  of this  offering  shall be deemed to be
incorporated  by  reference  herein and to be part  hereof  from the date of the
filing of such documents. Any statements contained in a document incorporated or
deemed to be incorporated by reference  herein shall be deemed to be modified or
superseded  for  purposes  of the  Registration  Statement  to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes such statement.  Any statement so modified or superseded shall not be
deemed,  except as so  modified  or  superseded,  to  constitute  a part of this
Registration Statement.

Item 4.   Description of Securities.

       Not applicable.

Item 5.   Interests of Persons Named as Experts and Counsel.

       Not applicable.

Item 6.   Indemnification of Directors and Officers.

     Section 145 of the Delaware General  Corporation Law, as amended,  provides
in regard to indemnification of directors and officers as follows:

       "(a) 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   (other  than  an  action  by  or  in  the  right  of  the
       corporation) by reason of the fact that such person 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  attorneys'  fees),  judgments,
       fines and amounts paid in settlement  actually and reasonably incurred by
       such person in  connection  with such action,  suit or proceeding if such
       person  acted  in good  faith  and in a  manner  such  person  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 such person's  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,  shall not, of itself,  create a presumption  that the person
       did not act in good faith and in a manner  which such  person  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
       reasonable cause to believe that such person's conduct was unlawful.

       (b) 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 such person 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  attorneys' fees)
       actually and  reasonably  incurred by such person in connection  with the
       defense or settlement of such action or suit if such person acted in good
       faith and in a manner  such  person  reasonably  believed to be in or not
       opposed to the best  interests  of the  corporation  and  except  that no
       indemnification shall be made in respect of any claim, issue or matter as
       to which  such  person  shall  have  been  adjudged  to be  liable to the
       corporation  unless and only to the extent  that the Court of Chancery or
       the court in which such action or suit was brought shall  determine  upon
       application  that,  despite the  adjudication of liability but in view of
       all the  circumstances  of the case, such person is fairly and reasonably
       entitled to indemnity  for such  expenses  which the Court of Chancery or
       such other court shall deem proper.

       (c) To the  extent  that a present  or former  director  or  officer of a
       corporation  has been successful on the merits or otherwise in defense of
       any action,  suit or proceeding referred to in subsections (a) and (b) of
       this section,  or in defense of any claim, issue or matter therein,  such
       person shall be indemnified against expenses (including  attorneys' fees)
       actually and reasonably incurred by such person in connection therewith.

       (d) Any  indemnification  under  subsections  (a) and (b) of this section
       (unless  ordered  by a court)  shall be made by the  corporation  only as
       authorized in the specific case upon a determination that indemnification
       of the present or former director,  officer,  employee or agent is proper
       in the circumstances  because such person has met the applicable standard
       of conduct set forth in  subsections  (a) and (b) of this  section.  Such
       determination shall be made with respect to a person who is a director or
       officer at the time of such  determination  (1) by a majority vote of the
       directors who are not parties to such action,  suit or  proceeding,  even
       though  less  than a  quorum,  or (2) by a  committee  of such  directors
       designated  by majority vote of such  directors,  even though less than a
       quorum,  (3) if there  are no such  directors,  or if such  directors  so
       direct, by independent legal counsel in a written opinion,  or (4) by the
       stockholders.

       (e)  Expenses  (including  attorneys'  fees)  incurred  by an  officer or
       director   in   defending   any  civil,   criminal,   administrative   or
       investigative  action,  suit or proceeding may be paid by the corporation
       in advance of the final  disposition  of such action,  suit or proceeding
       upon  receipt  of an  undertaking  by or on  behalf of such  director  or
       officer to repay such amount if it shall  ultimately be  determined  that
       such  person is not  entitled to be  indemnified  by the  corporation  as
       authorized in this section.  Such expenses  (including  attorneys'  fees)
       incurred by former  directors and officers or other  employees and agents
       may be so paid upon such terms and conditions, if any, as the Corporation
       deems appropriate.

       (f) The  indemnification  and  advancement  of expenses  provided  by, or
       granted  pursuant to, the other  subsections of this section shall not be
       deemed   exclusive   of  any  other   rights  to  which   those   seeking
       indemnification  or  advancement  of expenses  may be entitled  under any
       bylaw,  agreement,  vote of stockholders or disinterested  directors,  or
       otherwise, both as to action in such person's official capacity and as to
       action in another capacity while holding such office.

       (g) A corporation shall have power to purchase and maintain  insurance 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
       against any liability  asserted  against such person and incurred by such
       person in any such  capacity,  or arising out of such person's  status as
       such,  whether or not the  corporation  would have the power to indemnify
       such person against such liability under this section.

       (h) For purposes of this section,  references to "the corporation"  shall
       include,  in  addition  to the  resulting  corporation,  any  constituent
       corporation  (including any  constituent of a constituent)  absorbed in a
       consolidation  or merger which, if its separate  existence had continued,
       would have had power and authority to indemnify its directors,  officers,
       and  employees  or agents,  so that any person who is or was a  director,
       officer, employee or agent of such constituent corporation,  or is or was
       serving at the  request of such  constituent  corporation  as a director,
       officer,  employee or agent of another  corporation,  partnership,  joint
       venture,  trust or other  enterprise,  shall  stand in the same  position
       under this section with respect to the resulting or surviving corporation
       as such person would have with respect to such constituent corporation if
       its separate existence had continued.

       (i) For purposes of this section, references to "other enterprises" shall
       include employee  benefit plans;  references to "fines" shall include any
       excise taxes  assessed on a person with  respect to any employee  benefit
       plan; and references to "serving at the request of the corporation" shall
       include  any  service as a  director,  officer,  employee or agent of the
       corporation  which  imposes  duties on, or  involves  services  by,  such
       director, officer, employee or agent with respect to any employee benefit
       plan, its participants or  beneficiaries;  and a person who acted in good
       faith  and in a  manner  such  person  reasonably  believed  to be in the
       interest of the  participants  and  beneficiaries  of an employee benefit
       plan shall be deemed to have acted in a manner  "not  opposed to the best
       interests of the corporation" as referred to in this section.

       (j) The  indemnification  and  advancement  of expenses  provided  by, or
       granted pursuant to, this section shall,  unless otherwise  provided when
       authorized  or  ratified,  continue as to a person who has ceased to be a
       director,  officer,  employee  or agent and shall inure to the benefit of
       the heirs, executors and administrators of such a person.

       (k) The Court of Chancery is hereby vested with exclusive jurisdiction to
       hear  and   determine  all  actions  for   advancement   of  expenses  or
       indemnification brought under this section or under any bylaw, agreement,
       vote of stockholders or disinterested  directors, or otherwise. The Court
       of Chancery  may  summarily  determine  a  corporation's  obligations  to
       advance expenses (including attorneys' fees)."

     The Company's Restated Certificate of Incorporation and bylaws provide that
officers and  directors of the Company shall be  indemnified  to the full extent
permitted  under  subsections  (a)  through (e) of Section 145 of Title 8 of the
Delaware General Corporation Law.

     The Restated  Certificate of  Incorporation  of the Company also contains a
provision  eliminating  the  liability  of a  director  to  the  Company  or its
stockholders  for breach of fiduciary  duty as a director,  other than liability
for (a)  breach of the  director's  duty of loyalty  to the  corporation  or its
stockholders;  (b)  acts  or  omissions  not in  good  faith  or  which  involve
intentional  misconduct  or a  knowing  violation  of law;  (c)  unlawful  stock
purchase or redemption;  or (d) any transaction  from which the director derived
an improper personal benefit.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted  pursuant to the foregoing  provisions,  the Registrant
has been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is contrary to public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable.

Item 7.   Exemption from Registration Claimed.

       Not applicable.

Item 8.   Exhibits.

Exhibit
Number     Description of Exhibit

5          Opinion of Edwards & Angell, LLP

23(a)      Consent of Ernst & Young LLP

23(b)      Consent of Edwards & Angell, LLP (included in Exhibit 5)

24         Power of Attorney (included on signature pages to this Registration
           Statement)

Item 9.   Undertakings

       The undersigned Registrant hereby undertakes:

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

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

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in the registration  statement;
and

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change for such information in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     The Registrant  hereby  undertakes  that,  for purposes of determining  any
liability under the Securities Act of 1933, each filing of the Company's  annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in the registration statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
in the initial bona fide offering thereof.

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



<PAGE>


                            SIGNATURES AND AMENDMENTS

     Each person whose signature  appears below hereby  constitutes and appoints
the President,  the Chief Financial  Officer or the Secretary of the Registrant,
or any one of them, acting alone, as his true and lawful attorney-in-fact,  with
full power and  authority  to execute in the name,  place and stead of each such
person in any and all  capacities and to file, an amendment or amendments to the
Registration  Statement  (and all exhibits  thereto) and any documents  relating
thereto,  which amendment may make such changes in the Registration Statement as
said officer or officers so acting deem(s) advisable.

                                   SIGNATURES

     Registrant: 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 Grosse Pointe Farms, State of Michigan, on September
14, 1998.

                                           SAGA COMMUNICATIONS, INC.

                                           By/s/ Edward K. Christian
                                           ----------------------------
                                                 Edward K. Christian
                                                 President

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on September 14, 1998.

Signatures                                           Title

/s/Edward K. Christian                      President, Chief Executive
-----------------------                     Officer and Chairman of the Board
   Edward K. Christian


/s/Samuel D. Bush                           Vice President, Chief Financial
-----------------------                     Officer
   Samuel D. Bush


/s/Catherine Bobinski                       Corporate Controller and Chief
------------------------                    Accounting Officer
   Catherine Bobinski


/s/Kristin Allen                            Director
------------------------
   Kristin Allen


/s/Donald Alt                               Director
------------------------
   Donald Alt


/s/Jonathan Firestone                       Director
------------------------
   Jonathan Firestone


/s/Joseph P. Misiewicz                      Director
------------------------
   Joseph P. Misiewicz


/s/Gary Stevens                             Director
------------------------
   Gary Stevens


<PAGE>


The Plan:  Pursuant to the  requirements of the Securities Act of 1933, the Plan
has duly caused this  Registration  Statement  to be signed on its behalf by the
undersigned,  thereunto  duly  authorized,  in the City of Grosse  Pointe Farms,
State of Michigan, on September 14, 1998.

                                              SAGA COMMUNICATIONS, INC.
                                              EMPLOYEES' 401(K) SAVINGS &
                                              INVESTMENT PLAN

                                              By Saga Communications, Inc.,
                                              Plan Administrator



                                              By  /s/ Marcia K. Lobaito
                                              -----------------------------
                                                      Marcia K. Lobaito
                                                      Vice President



<PAGE>


                                                                       Exhibit 5


                                     September 14, 1998



Saga Communications, Inc.
73 Kercheval Avenue
Grosse Pointe Farms, MI 48236


Ladies and Gentlemen:

     We are  furnishing  this  opinion  in  connection  with the  filing by Saga
Communications, Inc. (the "Corporation") of a Registration Statement on Form S-8
(the "Registration  Statement") with the Securities and Exchange Commission (the
"Commission")  relating to  interests  in the  Corporation's  Employees'  401(k)
Savings & Investment  Plan (the "Plan") and the issuance by the Company of up to
1,000,000 shares of the Corporation's  Class A Common Stock, $.01 par value (the
"Class A Common Stock"), to be issued thereunder.

     In connection with this opinion,  we have examined such corporate  records,
certificates and other documents, and reviewed such questions of law, as we have
deemed  necessary  or  appropriate  in order to express the  opinions  contained
herein.

     Based upon such examination, it is our opinion that:

     1. The shares of Class A Common Stock being  registered by the Registration
Statement,  when issued and paid for as contemplated  in the Plan,  assuming due
execution of the certificates  therefor,  will be validly issued, fully paid and
non-assessable.

     We  hereby  consent  to the  use  of  this  opinion  as an  Exhibit  to the
Registration  Statement and to the use of our name in the Registration Statement
and the Prospectus  constituting a portion thereof. This opinion may not be used
for any other  purpose or relied upon by any other person,  firm or  corporation
for any purpose without our prior written consent.

                                                 Very truly yours,

                                                 EDWARDS & ANGELL, LLP

                                                 By: /s/ Christine M. Marx
                                                 -------------------------
                                                         Christine M. Marx
                                                         Partner



<PAGE>


                 Exhibit 23(a)--Consent of Independent Auditors

We consent to the  incorporation  by  reference  in the  Registration  Statement
pertaining  to the  registration  of  interests  in  Saga  Communications,  Inc.
Employees'  401(k)  Savings & Investment  Plan and  1,000,000  shares of Class A
Common Stock issuable under the Plan of our report dated February 13, 1998, with
respect to the financial statements and schedules of Saga  Communications,  Inc.
included in its Annual Report (Form 10-K) for the year ended  December 31, 1997,
filed with the Securities and Exchange Commission.




                                                        ERNST & YOUNG LLP

Detroit, Michigan
September 11, 1998



<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20459
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                            SAGA COMMUNICATIONS, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                       38-3042953
 (State or other jurisdiction of                       (I.R.S. Employer
  incorporation or organization)                      Identification No.)

             73 Kercheval Avenue, Grosse Point Farms, Michigan 48236
-------------------------------------------------------------------------------
          (Address of principal executive offices, including zip code)

      SAGA COMMUNICATIONS, INC. EMPLOYEES' 401(K) SAVINGS & INVESTMENT PLAN
                              (Full title of plan)

                                Christine M. Marx
                                Edwards & Angell
                           150 John F. Kennedy Parkway
                          Short Hills, New Jersey 07078
                     (Name and address of agent for service)

                                 (973) 376-7700
-------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         Calculation of Registration Fee
-------------------------------------------------------------------------------
                                        Proposed     Proposed
                          Amount to      Maximum     Maximum
Title of Securities           be        Offering     Aggregate     Amount of
      to be               Registered    Price Per    Offering     Registration
   Registered (1)             (1)        Unit (2)    Price (2)        Fee
-------------------      ------------   ---------    ----------   ------------
Class A Common Stock       1,000,000     $16.00     $16,000,000       $4,720
                            shares

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

(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
    Statement also covers an indeterminate  amount of interests to be offered
    or sold pursuant to the Saga  Communications,  Inc.  Employees' 401(k) 
    Savings and Investment Plan.
-------------------------------------------------------------------------------
(2) This  calculation  is made  solely for the purpose of  determining  the
    amount of the  Registration Fee and is based upon a price of $16 per
    share,  which was the  closing  price of the  Company's  Class A Common
    Stock reported on September 9, 1998.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

       The documents containing information specified in Part I of Form S-8 will
be sent or given to  employees  participating  in the Plan as  specified by Rule
428(b)(1) of the  Securities  Act of 1933,  as amended (the  "Securities  Act").
Those   documents  and  the  documents   incorporated  by  reference  into  this
Registration  Statement  pursuant  to Item 3 of  Part  II of  this  Registration
Statement,  taken together,  constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     There are incorporated herein by reference the following documents:

     (1) The annual report of the Company on Form 10-K for its fiscal year ended
December 31, 1997,  which was filed pursuant to the  Securities  Exchange Act of
1934, as amended (the "Exchange Act");

     (2) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Exchange  Act since the end of the fiscal  year  covered  by the  annual  report
referred to in (1) above.

     (3) The  description of the shares of Class A Common Stock  incorporated by
reference in the  Company's  registration  statement on Form 8-A filed under the
Exchange  Act,  including  any  amendment  or reports  filed for the  purpose of
updating such description.

     All  documents  filed  by the  Company  subsequent  to  the  date  of  this
Registration  Statement  pursuant to Sections  13(a),  13(c), 14 or 15(d) of the
Exchange Act prior to the  termination  of this  offering  shall be deemed to be
incorporated  by  reference  herein and to be part  hereof  from the date of the
filing of such documents. Any statements contained in a document incorporated or
deemed to be incorporated by reference  herein shall be deemed to be modified or
superseded  for  purposes  of the  Registration  Statement  to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes such statement.  Any statement so modified or superseded shall not be
deemed,  except as so  modified  or  superseded,  to  constitute  a part of this
Registration Statement.

Item 4.   Description of Securities.

       Not applicable.

Item 5.   Interests of Persons Named as Experts and Counsel.

       Not applicable.

Item 6.   Indemnification of Directors and Officers.

     Section 145 of the Delaware General  Corporation Law, as amended,  provides
in regard to indemnification of directors and officers as follows:

       "(a) 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   (other  than  an  action  by  or  in  the  right  of  the
       corporation) by reason of the fact that such person 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  attorneys'  fees),  judgments,
       fines and amounts paid in settlement  actually and reasonably incurred by
       such person in  connection  with such action,  suit or proceeding if such
       person  acted  in good  faith  and in a  manner  such  person  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 such person's  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,  shall not, of itself,  create a presumption  that the person
       did not act in good faith and in a manner  which such  person  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
       reasonable cause to believe that such person's conduct was unlawful.

       (b) 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 such person 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  attorneys' fees)
       actually and  reasonably  incurred by such person in connection  with the
       defense or settlement of such action or suit if such person acted in good
       faith and in a manner  such  person  reasonably  believed to be in or not
       opposed to the best  interests  of the  corporation  and  except  that no
       indemnification shall be made in respect of any claim, issue or matter as
       to which  such  person  shall  have  been  adjudged  to be  liable to the
       corporation  unless and only to the extent  that the Court of Chancery or
       the court in which such action or suit was brought shall  determine  upon
       application  that,  despite the  adjudication of liability but in view of
       all the  circumstances  of the case, such person is fairly and reasonably
       entitled to indemnity  for such  expenses  which the Court of Chancery or
       such other court shall deem proper.

       (c) To the  extent  that a present  or former  director  or  officer of a
       corporation  has been successful on the merits or otherwise in defense of
       any action,  suit or proceeding referred to in subsections (a) and (b) of
       this section,  or in defense of any claim, issue or matter therein,  such
       person shall be indemnified against expenses (including  attorneys' fees)
       actually and reasonably incurred by such person in connection therewith.

       (d) Any  indemnification  under  subsections  (a) and (b) of this section
       (unless  ordered  by a court)  shall be made by the  corporation  only as
       authorized in the specific case upon a determination that indemnification
       of the present or former director,  officer,  employee or agent is proper
       in the circumstances  because such person has met the applicable standard
       of conduct set forth in  subsections  (a) and (b) of this  section.  Such
       determination shall be made with respect to a person who is a director or
       officer at the time of such  determination  (1) by a majority vote of the
       directors who are not parties to such action,  suit or  proceeding,  even
       though  less  than a  quorum,  or (2) by a  committee  of such  directors
       designated  by majority vote of such  directors,  even though less than a
       quorum,  (3) if there  are no such  directors,  or if such  directors  so
       direct, by independent legal counsel in a written opinion,  or (4) by the
       stockholders.

       (e)  Expenses  (including  attorneys'  fees)  incurred  by an  officer or
       director   in   defending   any  civil,   criminal,   administrative   or
       investigative  action,  suit or proceeding may be paid by the corporation
       in advance of the final  disposition  of such action,  suit or proceeding
       upon  receipt  of an  undertaking  by or on  behalf of such  director  or
       officer to repay such amount if it shall  ultimately be  determined  that
       such  person is not  entitled to be  indemnified  by the  corporation  as
       authorized in this section.  Such expenses  (including  attorneys'  fees)
       incurred by former  directors and officers or other  employees and agents
       may be so paid upon such terms and conditions, if any, as the Corporation
       deems appropriate.

       (f) The  indemnification  and  advancement  of expenses  provided  by, or
       granted  pursuant to, the other  subsections of this section shall not be
       deemed   exclusive   of  any  other   rights  to  which   those   seeking
       indemnification  or  advancement  of expenses  may be entitled  under any
       bylaw,  agreement,  vote of stockholders or disinterested  directors,  or
       otherwise, both as to action in such person's official capacity and as to
       action in another capacity while holding such office.

       (g) A corporation shall have power to purchase and maintain  insurance 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
       against any liability  asserted  against such person and incurred by such
       person in any such  capacity,  or arising out of such person's  status as
       such,  whether or not the  corporation  would have the power to indemnify
       such person against such liability under this section.

       (h) For purposes of this section,  references to "the corporation"  shall
       include,  in  addition  to the  resulting  corporation,  any  constituent
       corporation  (including any  constituent of a constituent)  absorbed in a
       consolidation  or merger which, if its separate  existence had continued,
       would have had power and authority to indemnify its directors,  officers,
       and  employees  or agents,  so that any person who is or was a  director,
       officer, employee or agent of such constituent corporation,  or is or was
       serving at the  request of such  constituent  corporation  as a director,
       officer,  employee or agent of another  corporation,  partnership,  joint
       venture,  trust or other  enterprise,  shall  stand in the same  position
       under this section with respect to the resulting or surviving corporation
       as such person would have with respect to such constituent corporation if
       its separate existence had continued.

       (i) For purposes of this section, references to "other enterprises" shall
       include employee  benefit plans;  references to "fines" shall include any
       excise taxes  assessed on a person with  respect to any employee  benefit
       plan; and references to "serving at the request of the corporation" shall
       include  any  service as a  director,  officer,  employee or agent of the
       corporation  which  imposes  duties on, or  involves  services  by,  such
       director, officer, employee or agent with respect to any employee benefit
       plan, its participants or  beneficiaries;  and a person who acted in good
       faith  and in a  manner  such  person  reasonably  believed  to be in the
       interest of the  participants  and  beneficiaries  of an employee benefit
       plan shall be deemed to have acted in a manner  "not  opposed to the best
       interests of the corporation" as referred to in this section.

       (j) The  indemnification  and  advancement  of expenses  provided  by, or
       granted pursuant to, this section shall,  unless otherwise  provided when
       authorized  or  ratified,  continue as to a person who has ceased to be a
       director,  officer,  employee  or agent and shall inure to the benefit of
       the heirs, executors and administrators of such a person.

       (k) The Court of Chancery is hereby vested with exclusive jurisdiction to
       hear  and   determine  all  actions  for   advancement   of  expenses  or
       indemnification brought under this section or under any bylaw, agreement,
       vote of stockholders or disinterested  directors, or otherwise. The Court
       of Chancery  may  summarily  determine  a  corporation's  obligations  to
       advance expenses (including attorneys' fees)."

     The Company's Restated Certificate of Incorporation and bylaws provide that
officers and  directors of the Company shall be  indemnified  to the full extent
permitted  under  subsections  (a)  through (e) of Section 145 of Title 8 of the
Delaware General Corporation Law.

     The Restated  Certificate of  Incorporation  of the Company also contains a
provision  eliminating  the  liability  of a  director  to  the  Company  or its
stockholders  for breach of fiduciary  duty as a director,  other than liability
for (a)  breach of the  director's  duty of loyalty  to the  corporation  or its
stockholders;  (b)  acts  or  omissions  not in  good  faith  or  which  involve
intentional  misconduct  or a  knowing  violation  of law;  (c)  unlawful  stock
purchase or redemption;  or (d) any transaction  from which the director derived
an improper personal benefit.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted  pursuant to the foregoing  provisions,  the Registrant
has been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is contrary to public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable.

Item 7.   Exemption from Registration Claimed.

       Not applicable.

Item 8.   Exhibits.

Exhibit
Number     Description of Exhibit

5          Opinion of Edwards & Angell, LLP

23(a)      Consent of Ernst & Young LLP

23(b)      Consent of Edwards & Angell, LLP (included in Exhibit 5)

24         Power of Attorney (included on signature pages to this Registration
           Statement)

Item 9.   Undertakings

       The undersigned Registrant hereby undertakes:

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

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

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in the registration  statement;
and

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change for such information in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     The Registrant  hereby  undertakes  that,  for purposes of determining  any
liability under the Securities Act of 1933, each filing of the Company's  annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in the registration statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
in the initial bona fide offering thereof.

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

     Each person whose signature  appears below hereby  constitutes and appoints
the President,  the Chief Financial  Officer or the Secretary of the Registrant,
or any one of them, acting alone, as his true and lawful attorney-in-fact,  with
full power and  authority  to execute in the name,  place and stead of each such
person in any and all  capacities and to file, an amendment or amendments to the
Registration  Statement  (and all exhibits  thereto) and any documents  relating
thereto,  which amendment may make such changes in the Registration Statement as
said officer or officers so acting deem(s) advisable.

                                   SIGNATURES

     Registrant: 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 Grosse Pointe Farms, State of Michigan, on September
14, 1998.

                                           SAGA COMMUNICATIONS, INC.

                                           By/s/ Edward K. Christian
                                           ----------------------------
                                                 Edward K. Christian
                                                 President

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on September 14, 1998.

Signatures                                           Title

/s/Edward K. Christian                      President, Chief Executive
-----------------------                     Officer and Chairman of the Board
   Edward K. Christian

/s/Samuel D. Bush                           Vice President, Chief Financial
-----------------------                     Officer
   Samuel D. Bush

/s/Catherine Bobinski                       Corporate Controller and Chief
------------------------                    Accounting Officer
   Catherine Bobinski

/s/Kristin Allen                            Director
------------------------
   Kristin Allen

/s/Donald Alt                               Director
------------------------
   Donald Alt

/s/Jonathan Firestone                       Director
------------------------
   Jonathan Firestone

/s/Joseph P. Misiewicz                      Director
------------------------
   Joseph P. Misiewicz

/s/Gary Stevens                             Director
------------------------
   Gary Stevens
The Plan:  Pursuant to the  requirements of the Securities Act of 1933, the Plan
has duly caused this  Registration  Statement  to be signed on its behalf by the
undersigned,  thereunto  duly  authorized,  in the City of Grosse  Pointe Farms,
State of Michigan, on September 14, 1998.

                                              SAGA COMMUNICATIONS, INC.
                                              EMPLOYEES' 401(K) SAVINGS &
                                              INVESTMENT PLAN

                                              By Saga Communications, Inc.,
                                              Plan Administrator

                                              By  /s/ Marcia K. Lobaito
                                              -----------------------------
                                                      Marcia K. Lobaito
                                                      Vice President
Exhibit 5

                                     September 14, 1998

Saga Communications, Inc.
73 Kercheval Avenue
Grosse Pointe Farms, MI 48236

Ladies and Gentlemen:

     We are  furnishing  this  opinion  in  connection  with the  filing by Saga
Communications, Inc. (the "Corporation") of a Registration Statement on Form S-8
(the "Registration  Statement") with the Securities and Exchange Commission (the
"Commission")  relating to  interests  in the  Corporation's  Employees'  401(k)
Savings & Investment  Plan (the "Plan") and the issuance by the Company of up to
1,000,000 shares of the Corporation's  Class A Common Stock, $.01 par value (the
"Class A Common Stock"), to be issued thereunder.

     In connection with this opinion,  we have examined such corporate  records,
certificates and other documents, and reviewed such questions of law, as we have
deemed  necessary  or  appropriate  in order to express the  opinions  contained
herein.

     Based upon such examination, it is our opinion that:

     1. The shares of Class A Common Stock being  registered by the Registration
Statement,  when issued and paid for as contemplated  in the Plan,  assuming due
execution of the certificates  therefor,  will be validly issued, fully paid and
non-assessable.

     We  hereby  consent  to the  use  of  this  opinion  as an  Exhibit  to the
Registration  Statement and to the use of our name in the Registration Statement
and the Prospectus  constituting a portion thereof. This opinion may not be used
for any other  purpose or relied upon by any other person,  firm or  corporation
for any purpose without our prior written consent.

                                                 Very truly yours,

                                                 EDWARDS & ANGELL, LLP

                                                 By: /s/ Christine M. Marx
                                                 -------------------------
                                                         Christine M. Marx
                                                         Partner
Exhibit 23(a)--Consent of Independent Auditors

We consent to the  incorporation  by  reference  in the  Registration  Statement
pertaining  to the  registration  of  interests  in  Saga  Communications,  Inc.
Employees'  401(k)  Savings & Investment  Plan and  1,000,000  shares of Class A
Common Stock issuable under the Plan of our report dated February 13, 1998, with
respect to the financial statements and schedules of Saga  Communications,  Inc.
included in its Annual Report (Form 10-K) for the year ended  December 31, 1997,
filed with the Securities and Exchange Commission.

                                                        ERNST & YOUNG LLP

Detroit, Michigan
September 11, 1998