UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

Cumulus Media Inc.

(Name of Subject Company (issuer))

Cumulus Media Inc. (Offeror and Issuer)

(Names of Filing Persons (identifying status as offeror, issuer or other person)

Class A Common Stock, $.01 par value per share

(Title of Class of Securities)

231082-10-8

(CUSIP Number of Class of Securities)

Lewis W. Dickey, Jr.

Chairman, President and Chief Executive Officer

Cumulus Media Inc.

14 Piedmont Center

Suite 1400

Atlanta, Georgia 30305

(Name, address and telephone number of person authorized to

receive notices and communications on behalf of filing person)

Copy to:

Mark L. Hanson, Esq.

Jones Day

1420 Peachtree St. N.E.

Suite 800

Atlanta, Georgia 30309

(404) 521-3939

CALCULATION OF FILING FEE*

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer:    o

INTRODUCTION

      This Tender Offer Statement on Schedule TO relates to the offer by Cumulus Media Inc., a Delaware corporation (“Cumulus” or the “Company”), to purchase up to 11,500,000 shares of its Class A Common Stock, $.01 par value per share (the “Class A Common Stock”), at a price not less than $11.00 nor greater than $12.50 per share (such per share purchase price, the “Purchase Price”), net to the seller in cash, without interest. The offer is subject to the terms and conditions set forth in the Offer to Purchase, dated May 17, 2006 (the “Offer to Purchase”), attached hereto as Exhibit (a)(1)(A), and the related Letter of Transmittal (the “Letter of Transmittal”), attached hereto as Exhibit (a)(1)(B), which, together with any amendments or supplements to either, collectively constitute the “Offer.” This Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) of the Securities Exchange Act of 1934.

      The information set forth under “Summary Term Sheet” in the Offer to Purchase is incorporated herein by reference.

      (a) The name of the issuer is Cumulus Media Inc. and the address and telephone number of its principal executive offices are 14 Piedmont Center, Suite 1400, Atlanta, Georgia 30309, (404) 949-0700.

      (b) As of May 9, 2006, there were 47,697,508 shares of Class A Common Stock outstanding.

      (c) The information set forth in the Offer to Purchase under “Price Range of the Shares” is incorporated herein by reference.

      The Company is also the filing person. The Company’s address and telephone number is set forth in Item 2(a) above. The information set forth in the Offer to Purchase under “Interests of Directors, Executive Officers and Affiliates; Transactions and Arrangements Concerning the Shares” is incorporated herein by reference.

      (a) The information set forth in the Offer to Purchase under “Summary Term Sheet,” “Number of Shares; Expiration Time; Priority of Purchases; Proration; Odd Lots,” “Procedures for Tendering Shares,” “Withdrawal Rights,” “Purchase of Shares and Payment of Purchase Price,” “Conditional Tender of Shares,” “Conditions of the Offer,” “Source and Amount of Funds,” “Effects of the Offer on the Market for Shares; Registration under the Exchange Act,” “Regulatory Approvals,” “United States Federal Income Tax Consequences,” “Extension of Offer; Termination; Amendment” and “Fees and Expenses” is incorporated herein by reference.

      (b) The information set forth in the Offer to Purchase under “Interests of Directors, Executive Officers and Affiliates; Transactions and Arrangements Concerning the Shares” is incorporated herein by reference.

      The information set forth in the Offer to Purchase under “Interests of Directors, Executive Officers and Affiliates; Transactions and Arrangements Concerning the Shares” is incorporated herein by reference.

      The information set forth in the Offer to Purchase under “Purpose of the Offer; Certain Effects of the Offer; Other Plans” and “Interests of Directors, Executive Officers and Affiliates; Transactions and Arrangements Concerning the Shares” is incorporated herein by reference.

      The information set forth in the Offer to Purchase under “Source and Amount of Funds” and “Conditions of the Offer” is incorporated herein by reference.

      The information set forth in the Offer to Purchase under “Interests of Directors, Executive Officers and Affiliates; Transactions and Arrangements Concerning the Shares” is incorporated herein by reference.

      The information set forth in the Offer to Purchase under “Fees and Expenses” is incorporated herein by reference.

      The information set forth in the Offer to Purchase under “Certain Information Concerning Cumulus” is incorporated herein by reference.

      The information set forth in the Offer to Purchase under “Interests of Directors, Executive Officers and Affiliates; Transactions and Arrangements Concerning the Shares,” “Effects of the Offer on the Market for Shares; Registration under the Exchange Act,” “Regulatory Approvals” and “Fees and Expenses” is incorporated herein by reference.

      Not Applicable.

SIGNATURE

      After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.

Date: May 17, 2006

Exhibit Index