UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported) March 913, 2009

CMP SUSQUEHANNA RADIO HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

Delaware	333-143558	20-4530834
(State or other jurisdiction	(Commission File Number)	(IRS employer
of incorporation)		Identification No.)
3280 Peachtree Road, N.W., Suite 2300, Atlanta GA		30305
(Address of principal executive offices)		(Zip Code)


3280 Peachtree Road, N.W., Suite 2300, Atlanta GA		30305

(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (404) 949-0700

n/a

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 87 —– ~~Other Events~~Regulation FD

Item 87.01. ~~Other~~Regulation FD ~~Events~~Disclosure.

On March 9, 2009, CMP Susquehanna Radio Holdings Corp. (~~the~~ “~~Company~~Radio Holdings”) ~~issued a press release announcing that the Company~~ and CMP Susquehanna Corp. (the “~~CMPSC~~Company”), a wholly owned subsidiary of ~~the Company~~Radio Holdings, ~~have~~announced that they commenced an exchange offer and consent solicitation to refinance ~~CMPSC~~the Company’s outstanding senior subordinated notes. In connection with this exchange offer and consent solicitation, Radio Holdings and the Company have prepared an Offering Memorandum and Consent Solicitation Statement for distribution to holders of the Company’s outstanding senior subordinated notes that are either “qualified institutional buyers,” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) or persons other than “U.S. persons,” as that term is defined in Rule 902 under the Securities Act. The new securities to be issued in the exchange offer in exchange for outstanding senior subordinated notes tendered by eligible holders have not been and are not expected to be registered under the Securities Act or any state securities laws. Therefore, the new securities may not be offered or sold in the United States absent registration or any applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.

~~The~~Excerpts ~~Company~~from ~~and~~this ~~CMPSC~~Offering ~~are~~Memorandum ~~offering~~and toConsent ~~exchange~~Solicitation ~~all~~Statement ofcontaining ~~the outstanding 9 7/8% Senior~~updated ~~Subordinated~~financial Notes due 2014 of CMPSC (the “Existing Notes”) held by eligible holders in exchange for (1) up to $15 million aggregate principal amount of Variable Rate Senior Secured Second Lien Notes due 2014 of CMPSC (the “New Notes”), (2) up to $35 million in stated value of Series A preferred stock of the Company (the “New Preferred Stock”, and ~~(3) warrants~~other ~~exercisable~~information ~~for~~regarding ~~shares of~~ the Company~~’s common stock representing~~, inas ~~the~~well ~~aggregate,~~as ~~40%~~additional ofrelated ~~the outstanding common stock on a fully diluted basis (the “New Warrants” and~~information, ~~with the New Notes and New Preferred Stock, the~~ ~~“New~~are ~~Securities”).~~attached ~~A copy of the press release is filed~~ as Exhibit 99.1 to this ~~current~~Current ~~report~~Report on Form 8-K ~~and is incorporated herein by reference~~.

~~The~~Section 9 ~~New~~– ~~Securities~~Financial ~~have~~Statements ~~not been~~ and ~~are not expected to be registered under the Securities~~Exhibits Act of 1933 or any state securities laws. Therefore, the New Securities may not be offered or sold in the United States absent registration or any applicable exemption from the registration requirements of the Securities Act of 1933 and any applicable state securities laws. Further, the New Warrants may only be offered or sold to qualified institutional buyers in reliance on Rule 144A under the Securities Act or to persons in offshore transactions in reliance on Regulation S under the Securities Act.

~~This current report shall not constitute an offer to purchase any securities or a solicitation of an offer to sell any securities and is issued pursuant to Rule~~Item ~~135c under the Securities Act of 1933~~9.01 ~~The~~– ~~exchange~~Financial ~~offers~~Statements ~~are being made only pursuant to a confidential offering memorandum~~ and ~~consent~~ ~~solicitation statement and related letter of transmittal and only to such persons and in such jurisdictions as is permitted under applicable law~~Exhibits.

Section 9 — Financial Statements and Exhibits

Item 9.01 — Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is filed with this report:

Exhibit No.		Description
99.1		~~Press~~Excerpts ~~Release,~~from ~~dated~~Offering ~~March~~Memorandum 9,and ~~2009.~~Consent Solicitation Statement and Additional Information

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


CMP SUSQUEHANNA RADIO HOLDINGS CORP.
By:	/s/ Martin R. Gausvik
	Name:	Martin R. Gausvik
	Title:	Executive Vice President, Treasurer and Chief Financial Officer

Date: March 913, 2009

EXHIBIT INDEX

Exhibit No.		Description
99.1		~~Press~~Excerpts ~~Release,~~from ~~dated~~Offering ~~March~~Memorandum 9,and ~~2009.~~Consent Solicitation Statement and Additional Information

Filing Compare · CMP Susquehanna Radio Holdings Corp.