UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DCD.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):~~ August 15 16, 2011

Date of Report

(Date of earliest event reported)

CITADEL BROADCASTING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-31740	51-0405729
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification Number)
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

Cheyenne Corporate Center, Suite 220

7690 West Cheyenne Ave., Suite 220,

Las Vegas, NV

89129

(Address of principal executive offices)

(Zip Code)

7690 West Cheyenne Avenue

Las Vegas, Nevada 89129

(Address of Principal Executive Offices)

(702) 804-5200

(Registrant’s ~~Telephone~~telephone ~~Number~~number, ~~Including~~including ~~Area~~area ~~Code~~code)

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:

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

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

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

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

Item 28.0201. ~~Results~~Other ~~of Operations and Financial Condition~~Events.

On August 16, 152011, at the request of Cumulus Media Inc. (“Cumulus”) pursuant to that certain Agreement and Plan of Merger, dated March 9, 2011 (the “Merger Agreement”), by and among Citadel Broadcasting Corporation (the “~~Registrant~~Company”), ~~issued~~Cumulus, Cumulus Media Holdings Inc. (f/k/a ~~press~~Cadet ~~release~~Holding ~~announcing~~Corporation), ~~certain~~and ~~financial~~Cadet ~~results~~Merger ~~for~~Corporation (“Merger Sub”), the ~~three~~ Company provided a conditional notice to Wilmington Trust Company, as trustee, and ~~six~~Deutsche ~~months~~Bank ~~ended~~Trust ~~June 30~~Company Americas, ~~2011~~ as registrar, authentication agent and paying agent (the “Agent”) under the Indenture governing the Company’s 7.75% ~~The~~Senior ~~full~~Notes ~~text~~due of2018 (the “Notes”), ~~press~~requesting ~~release~~that isthe ~~furnished~~Agent ~~herewith~~mail, asor ~~Exhibit~~cause 99to be mailed, commencing on August 16, 2011, a notice of redemption to all holders of the outstanding Notes.1.

The ~~information~~redemption ~~contained~~will inbe ~~Exhibit~~made ~~99.1~~in isaccordance ~~incorporated herein~~with bythe ~~reference.~~terms ~~The~~of ~~information~~the inIndenture ~~this~~and ~~Current~~is ~~Report~~subject ~~(including~~in ~~the~~all ~~exhibit)~~respects isto ~~being~~completion ~~furnished~~of ~~and~~the ~~shall~~Merger ~~not~~that is beprovided ~~deemed “filed”~~ for in the ~~purposes~~Merger ofAgreement. ~~Section 18~~The ofCompany ~~the~~expects ~~Securities~~to ~~Exchange~~redeem ~~Act~~the ofNotes ~~1934~~on September 15, ~~as amended~~2011, or ~~otherwise subject~~such tolater ~~the~~date ~~liabilities~~on ofwhich ~~that~~the ~~Section.~~Merger ~~The~~shall ~~information~~be incompleted ~~this~~and ~~Current~~take ~~Report~~effect ~~shall~~(such ~~not~~date, beincluding ~~incorporated~~as byit ~~reference~~may ~~into~~be ~~any~~extended, ~~registration~~the “Redemption ~~statement~~Date”) orat ~~other~~a ~~document~~redemption ~~pursuant~~price toof 107.75% of the ~~Securities~~principal ~~Act~~amount ofplus ~~1933,~~accrued asand ~~amended~~unpaid ~~except~~interest asfrom ~~shall~~June 15, ~~be expressly~~2011 ~~set~~to ~~forth~~(but bynot ~~specific~~including) ~~reference~~the inRedemption ~~any~~Date ~~such~~(the ~~filing~~“Redemption Price”).

~~Item~~Unless 9the Company fails to complete the Merger or to deposit with the Agent funds in satisfaction of the Redemption Price, interest on the Notes called for redemption will cease to accrue on and after the Redemption Date, in accordance with the Indenture, and the only remaining right of the holders of Notes is to receive payment of the Redemption Price upon surrender to the Agent of the Notes redeemed.~~01.~~ ~~Financial~~If ~~Statements~~the Merger is not completed, the Notes will remain outstanding and ~~Exhibits~~interest will continue to accrue thereon in accordance with the terms thereof.

(d) Exhibits.

Exhibit Number		Exhibit Description
99.1		Press Release dated August 15, 2011.

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.

	CITADEL BROADCASTING CORPORATION
Date: August 15, 2011	By:	/S/ RANDY L. TAYLOR
		Randy L. Taylor
		Senior Vice President and Chief Financial Officer


CITADEL BROADCASTING CORPORATION

/s/ Randy L. Taylor
Name:		Randy L. Taylor
Title:		Senior Vice President and Chief Financial Officer

Date: August 17, 2011

EXHIBIT INDEX

Exhibit Number		Exhibit Title
99.1		Press Release dated August 15, 2011.

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