AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 17, 1999.

REGISTRATION STATEMENT NO. 333-89825
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT

NO. 2 TO

Form S-3
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
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CUMULUS MEDIA INC.
(Exact name of Registrant as specified in its charter)

ILLINOIS 4832 36-4159663
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)

111 EAST KILBOURN AVENUE, SUITE 2700, MILWAUKEE, WI 53202, (414) 615-2800
(Address, Including Zip Code and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)

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RICHARD W. WEENING, EXECUTIVE CHAIRMAN
LEWIS W. DICKEY, JR., EXECUTIVE VICE CHAIRMAN
CUMULUS MEDIA INC.
111 EAST KILBOURN AVENUE, SUITE 2700
MILWAUKEE, WI 53202
(414) 615-2800
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:

WILLIAM F. SCHWITTER, ESQ. GEORGE R. KROUSE, JR., ESQ.
PAUL, HASTINGS, JANOFSKY & WALKER LLP SIMPSON THACHER & BARTLETT
399 PARK AVENUE 425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10017
(212) 318-6000 (212) 455-2000

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Approximate date of proposed sale to the public: As soon as practicable
after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

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CALCULATION OF REGISTRATION FEE

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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
AMOUNT TO OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TITLE OF SHARES TO BE REGISTERED BE REGISTERED PER SHARE (1) PRICE (1) FEE
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Class A common stock, par
value $0.01 per share......... 4,600,000 shares (2) $36,375 $167,325,000 $46,517 (3)
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
(2) Includes 600,000 shares issuable upon exercise of the Underwriters'
over-allotment option.

(3) $43,399 of the registration fee was previously paid in connection with the
Company's filings on October 28, 1999 and November 4, 1999.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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2

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The expenses in connection with the distribution of the securities being
registered are set forth in the following table (all amounts except the
registration fee, the NASD fee and the Nasdaq National Market fee are
estimated):

Registration fee............................................ $ 46,517
NASD fee.................................................... 15,680
Nasdaq National Market fee.................................. 17,500
Printing expenses........................................... 150,000
Legal fees and expenses..................................... 250,000
Accounting fees and expenses................................ 250,000
Blue sky fees and expenses (including attorneys' fees)...... 50,000
Transfer agent fee.......................................... 25,000
Miscellaneous............................................... 447,500
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TOTAL................................................ $1,252,197
==========

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* To be completed by amendment.

All expenses in connection with the issuance and distribution of the Class
A common stock being offered will be borne by the Company (other than selling
commissions).

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company maintains officers' and directors' liability insurance which
will insure against liabilities that officers and directors of the Company may
incur in such capacities. The Company has also entered into indemnification
agreements with its directors and officers.

Reference is made to the Proposed Form of Underwriting Agreement filed as
Exhibit 1.1 which provides for indemnification of the directors and officers of
the Company signing the Registration Statement and certain controlling persons
of the Company against certain liabilities, including those arising under the
Securities Act in certain instances, of the Underwriters.

ITEM 16. EXHIBITS.

There are filed with the Registration Statement the following exhibits:

EXHIBIT NO. DESCRIPTION
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EXHIBIT NO. DESCRIPTION
- ----------- -----------

2.5**** Asset Purchase Agreement dated as of March 9, 1999 by and
between Cumulus Broadcasting, Cumulus Licensing, Cumulus
Wireless, HMH Broadcasting Inc., a Kentucky corporation and
HMH Realty, LLC.
2.6**** Stock Purchase Agreement dated June 15, 1999, among the
Company and M&F Calendar Holdings, L.P., Kevin C. Whitman,
nassau Capital Partners L.P., NAS Partners I L.L.C., and
Philip J. Giordano.
2.7**** Asset Purchase Agreement dated as of June 29, 1999, by and
among Cumulus Broadcasting, Cumulus Licensing and Coast
Radio, L.L.C., a Florida limited liability company.
4.1*** Form of Certificate of Designation with respect to Series A
Cumulative Exchangeable Redeemable Preferred Stock due 2009.
4.2*** Form of Exchange Debenture Indenture between Cumulus Media
Inc. and U.S. Bank Trust National Association, as Trustee.
4.3*** Form of Indenture between Cumulus Media Inc. and Firstar
Bank of Minnesota, N.A., as Trustee.
5.1** Opinion of Holleb & Coff as to the validity of the Class A
common stock.
10.1* Amended and Restated Credit Agreement among Cumulus Media
Inc., Lehman Brothers Inc., Barclays Capital and Lehman
Commercial Paper.
10.2* Cumulus Media Inc. 1999 Employee Stock Incentive Plan.
10.3* Cumulus Media Inc. 1999 Executive Stock Incentive Plan.
21.1* Subsidiaries of Cumulus Media Inc.
23.1* Consent of PricewaterhouseCoopers LLP.
23.2** Consent of Holleb & Coff (included in Exhibit 5.1).
23.3* Consent of Wipfli Ullrich Bertelson LLP.
23.4* Consent of KPMG LLP.
24.1* Powers of Attorney, included on page II-4.

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* Previously filed.

** Filed herewith.

*** Incorporated by reference to our Registration Statement on Form S-1
(Registration Statement No. 333-48849) declared effective on June 26,
1998.

**** Incorporated by reference to our Current Report on Form 8-K filed with SEC
on November 3, 1999.

ITEM 17. 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 acts 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in

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volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective 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 to such information in the registration
statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do not
apply if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs 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 in this registration statement;

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

(a) 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
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 the Registration Statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, 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, as amended, 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, as amended, and will be governed by the final
adjudication of such issue.

(c) The undersigned registrant hereby undertakes to file an
application for the purpose of determining eligibility of the trustee to
act under subsection (a) of Section 310 of the Trust Indenture Act in
accordance with the rules and regulations prescribed by the Securities
and Exchange Commission under Section 305(b)(2) of the Trust Indenture
Act.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused Amendment No. 1 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of New
York, State of New York, on November 17, 1999.

CUMULUS MEDIA INC.

By: /s/ RICHARD W. WEENING
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Richard W. Weening
Executive Chairman

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE CAPACITY DATE
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/s/ RICHARD W. WEENING Executive Chairman, Treasurer and November 17, 1999
- --------------------------------------------- Director (Principal Executive
Richard W. Weening Officer)

/s/ RICHARD W. WEENING Executive Vice Chairman and November 17, 1999
- --------------------------------------------- Director
Lewis W. Dickey, Jr., by Richard W. Weening,
Attorney-in-Fact

/s/ RICHARD W. WEENING President and Director November 17, 1999
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William M. Bungeroth, by Richard W. Weening,
Attorney-in-Fact

/s/ RICHARD W. WEENING Vice President and Chief Financial November 17, 1999
- --------------------------------------------- Officer (Principal Accounting
Richard J. Bonick, by Richard W. Weening, Officer)
Attorney-in-Fact

Director November , 1999
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Ralph B. Everett

/s/ RICHARD W. WEENING Director November 17, 1999
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Robert H. Sheridan, III, by Richard W.
Weening, Attorney-in-Fact

Director November , 1999
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Eric P. Robison

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EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION
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1.1** Form of Underwriting Agreement between the Registrant and
the Underwriters.
2.1* Asset Purchase Agreement and Plan of Reorganization by and
between Cumulus Media Inc., Broadcast Software International
Inc. and Ron Burley, dated as of September 15, 1999.
2.2* Option Agreement by and between Cumulus Broadcasting
Company, Inc., Cumulus Licensing Corp., Cumulus Wireless
Services Inc. and Green Bay Broadcasting Company, Inc.,
dated as of September 15, 1999.
2.3**** Asset Purchase Agreement by and between Cumulus
Broadcasting, Inc., Cumulus Licensing Corp., Cumulus
Wireless Services Inc., C.F. Radio, Inc., Cape Fear Radio,
LLC, Cape Fear Broadcasting Company and Cape Fear Tower
Systems, LLC dated as of September 23, 1999.
2.4**** Asset Purchase Agreement dated as of April 2, 1999, by and
between Cumulus Broadcasting, Cumulus Licensing, Cumulus
Wireless and Phillips Broadcasting Company, Inc.
2.5**** Asset Purchase Agreement dated as of March 9, 1999 by and
between Cumulus Broadcasting, Cumulus Licensing, Cumulus
Wireless, HMH Broadcasting Inc., a Kentucky corporation and
HMH Realty, LLC.
2.6**** Stock Purchase Agreement dated June 15, 1999, among the
Company and M&F Calendar Holdings, L.P., Kevin C. Whitman,
nassau Capital Partners L.P., NAS Partners I L.L.C., and
Philip J. Giordano.
2.7**** Asset Purchase Agreement dated as of June 29, 1999, by and
among Cumulus Broadcasting, Cumulus Licensing and Coast
Radio, L.L.C., a Florida limited liability company.
4.1*** Form of Certificate of Designation with respect to Series A
Cumulative Exchangeable Redeemable Preferred Stock due 2009.
4.2*** Form of Exchange Debenture Indenture between Cumulus Media
Inc. and U.S. Bank Trust National Association, as Trustee.
4.3*** Form of Indenture between Cumulus Media Inc. and Firstar
Bank of Minnesota, N.A., as Trustee.
5.1** Opinion of Holleb & Coff as to the validity of the Class A
common stock.
10.1* Amended and Restated Credit Agreement among Cumulus Media
Inc., Lehman Brothers Inc., Barclays Capital and Lehman
Commercial Paper.
10.2* Cumulus Media Inc. 1999 Employee Stock Incentive Plan.
10.3* Cumulus Media Inc. 1999 Executive Stock Incentive Plan.
21.1* Subsidiaries of Cumulus Media Inc.
23.1* Consent of PricewaterhouseCoopers LLP.
23.2** Consent of Holleb & Coff (included in Exhibit 5.1).
23.3* Consent of Wipfli Ullrich Bertelson LLP.
23.4* Consent of KPMG LLP.
24.1* Powers of Attorney, included on page II-4.

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* Previously filed.

** Filed herewith.

*** Incorporated by reference to our Registration Statement on Form S-1
(Registration Statement No. 333-48849) declared effective on June 26,
1998.

**** Incorporated by reference to our Current Report on Form 8-K filed with the
SEC on November 3, 1999.