FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * DICKEY LEWIS W JR   2. Issuer Name and Ticker or Trading Symbol CUMULUS MEDIA INC [CMLS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman, President & CEO (Last) (First) (Middle) C/O CUMULUS MEDIA, 3280 PEACHTREE ST NE #2300 3. Date of Earliest Transaction (Month/Day/Year) 12/30/2008 (Street) ATLANTA, GA 30305 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock, $.01 par value 12/30/2008   A   69,244 A $ 0 (1) 2,400,296 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$ 14.62

12/30/2008

D

500,000

(2)

03/01/2012

Class A Common Stock, $.01 par value

500,000

$ 0

0

D

Employee Stock Option (right to buy)

$ 14.03

12/30/2008

D

350,000

(2)

03/04/2013

Class A Common Stock, $.01 par value

350,000

$ 0

0

D

Employee Stock Option (right to buy)

$ 19.38

12/30/2008

D

500,000

(2)

05/13/2014

Class A Common Stock, $.01 par value

500,000

$ 0

0

D

Employee Stock Option (right to buy)

$ 2.79

12/30/2008

A

67,896

(3)

12/30/2018

Class A Common Stock, $.01 par value

67,896

$ 0 (1)

67,896

D

Employee Stock Option (right to buy)

$ 2.92

12/30/2008

A

67,895

(3)

12/30/2018

Class A Common Stock, $.01 par value

67,895

$ 0 (1)

67,895

D

Employee Stock Option (right to buy)

$ 3.3

12/30/2008

A

67,895

(3)

12/30/2018

Class A Common Stock, $.01 par value

67,895

$ 0 (1)

67,895

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
DICKEY LEWIS W JR C/O CUMULUS MEDIA 3280 PEACHTREE ST NE #2300 ATLANTA, GA 30305	X	X	Chairman, President & CEO

Signatures

/s/ Richard S. Denning as Attorney-In-Fact		12/31/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On December 30, 2008, the Issuer canceled, pursuant to the Issuer's option exchange program, options granted to the reporting person on: March 1, 2002; March 4, 2003; and May 13, 2004. In exchange for such options, the reporting person received options to purchase 203,686 shares of Class A Common Stock and received 69,244 shares of restricted Class A Common Stock.
(2)	The canceled option is fully exercisable as of December 30, 2008.
(3)	Options will vest at the rate of (a) 50% on the second anniversary of the date of grant and (b) 25% on each of the two succeeding anniversaries thereafter.

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