May 25, 2006

Via U.S. Mail

Lewis W. Dickey, Jr.
Chairman, President and Chief Executive Officer
Cumulus Media Inc.
14 Piedmont Center, Suite 1400
Atlanta, Georgia  30305

	Re:	Cumulus Media Inc.
		Schedule TO-C filed May 10, 2006
		Schedule TO-I filed May 17, 2006
		SEC File No. 5-54277

Dear Mr. Dickey:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document 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
information so we may better understand your disclosure.  After
reviewing this information, we may 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.
Schedule TO
Exhibit (a)(1)(A) - Offer to Purchase for Cash
	Summary Term Sheet, page v
1. In your discussion of "How will we pay for the shares?" you
mention that you will not pay an aggregate purchase price for
shares
purchased in the Offer in excess of $200 million, inclusive of the
shares of Class B Common Stock.  Assuming the maximum number of
shares is tendered in the Offer and the Purchase Price is at
$12.50
per share, it would appear that the aggregate purchase price will
exceed $200 million, inclusive of the shares of Class B Common
Stock.
Please advise us as to the consequences in the event this
potential
outcome becomes reality.
	The Tender Offer, page 3
2. In an appropriate place in this discussion, disclose how you
will
notify shareholders of the price you have determined you will pay
for
shares tendered in the tender offer.
	4. Withdrawal Rights, page 11
3. See the penultimate paragraph in this section.  Please revise
to
explain why you may be "unable to purchase shares in the Offer for
any reason" other than a failure of condition.

	5. Purchase of Shares and Payment of Purchase Price, page 12
4. Revise your disclosure to clarify that you will pay the
exchange
consideration "promptly," not "as soon as practicable," following
the
Expiration Time.  Refer to Rules 13e-4(f)(5) and 14e-1(c).
Similarly
revise the disclosure that appears throughout the document to
clarify
that you will pay for shares tendered or return the shares not
accepted for exchange "promptly," not "as promptly as
practicable,"
following the expiration of the Offer.
7. Conditions of the Offer, page 13
5. A tender offer may only be subject to conditions that are
drafted
with sufficient specificity to allow for objective verification
that
the conditions have been satisfied.  In this regard, we note the
reference to "threatened" in the sixth and eighth bullet points.
Please revise to clarify the conditions in accordance with this
comment.
	9.  Source and Amount of Funds, page 16
6. We note that the offer remains subject to a financing
condition.
In this regard, please note our position that a material change in
the offer occurs when the offer becomes fully financed (i.e. the
financing condition is satisfied) and that, accordingly, five days
must remain in the offer or the offer must be extended upon the
satisfaction or waiver of the financing condition.  Please advise
us
of your intent in this regard.
7. Confirm to us that when the financing is complete, you will
file
the relevant loan agreement as an exhibit in accordance with Item
1016(b) of Regulation M-A.

      10.  Certain Information Concerning Cumulus, page 17
8. We note that you refer to the public reference facilities
maintained by the SEC at 450 Fifth Street N.W., however, those
offices have moved.  The new address is 100 F Street N.E.  Please
revise.

       As appropriate, please amend your filing 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 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 filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the filing persons are in possession
of
all facts relating to their 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 all filing persons acknowledging
that:

* the bidder is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the bidder 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 filing or in
response to our comments on your filing.
      If you have any questions regarding our comments, please do
not
hesitate to contact me at (202) 551-3264.  You may also reach me
by
facsimile at (202) 772-9203.

      							Sincerely,



								Mara L. Ransom
								Special Counsel
								Office of Mergers and
Acquisitions

cc via facsimile at (404) 581-8330:

Mark L. Hanson, Esq.
Jones Day
Cumulus Media Inc.
May 25, 2006
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

         DIVISION OF
CORPORATION FINANCE