Mail Stop 3561

      							November 28, 2005

Via U.S. Mail and Fax (404) 949-0740
Mr. Martin R. Gausvik
Chief Financial Officer
Cumulus Media Inc.
14 Piedmont Center
Suite 1400
Atlanta, GA 30305

	RE:	Cumulus Media Inc.
		Form 10-Q/A for the quarterly period ended June 30, 2005
		File no. 005-54277

Dear Mr. Gausvik:

      We have reviewed the above referenced filings and have the
following comments.  We have limited our review to only the issues
addressed below and will make no further review of your documents.
As such, all persons who are responsible for the adequacy and
accuracy of the disclosure are urged to be certain that they have
included all information required pursuant to the Securities
Exchange
Act of 1934.  Where indicated, we think you should revise your
documents in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.


Form 10-Q/A for the quarterly period ended June 30, 2005

Explanatory Statement, page 3

1. We note that you are restating your financial statements in
relation to the payment made by Katz Media to Interep National
Radio
Sales, Inc.  Please tell us more details of the transaction,
including:

* why you did not originally record the payment made on your
behalf;
* the circumstances that arose that prompted the restatement;
* the details of the release from Interep, including any amounts
paid
or forgiven;
* why the amount was immediately expensed, including your basis in
the accounting literature; and
* why Katz was willing to pay for the remaining term of the
contract
up-front.

2. It is unclear to us why any amounts were due to Interep to
terminate the contract considering your statement that "the
Company`s
contract with Interep did not contain a voluntary termination or
buyout provision" as disclosed on page 7 in Note 2.

3. Also, tell us if there were any payments, including up-front
payments, made by Interep to you prior to or during the contract
term.  If so, tell us in detail how you accounted for the
payments.

4. Tell us if Katz Media made any up-front payments to you other
than
the payment made on your behalf to Interep and how you accounted
for
such payments, if any.

*    *    *    *

      As appropriate, please amend your Forms 10-K and 10-Q and
respond to these comments within 10 business days or tell us when
you
will provide us with a response.  You may wish to provide us with
marked copies of the amendment to expedite our review.  Please
furnish a cover letter with your amendment that keys your
responses
to our comments and provides any requested supplemental
information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.


	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Michael Henderson, Staff Accountant, at
(202)
551-3364 or Kyle Moffatt, Accountant Branch Chief, at (202) 551-
3836
if you have questions regarding comments on the financial
statements
and related matters.  Please contact me at (202) 551-3810 with any
other questions.

							Sincerely,



							Larry Spirgel
							Assistant Director

??

??

??

??

Mr. Martin R. Gausvik
Cumulus Media Inc.
November 28, 2005
Page 3



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE