8-K

                                  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): April 5, 2002
                                                           -------------


                           REGENT COMMUNICATIONS, INC.
                           ---------------------------
             (Exact name of registrant as specified in its charter)



Delaware                          0-15392                 31-1492857
- ---------------------------      ---------            -----------------
(State or other jurisdiction   (Commission              (IRS Employer
of incorporation)               File Number)            Identification
                                                            Number)


100 East RiverCenter Boulevard, 9th Floor, Covington, Kentucky         41011
- --------------------------------------------------------------      ----------
(Address of principal executive offices)                            (Zip Code)


Registrant's telephone number, including area code:   (859) 292-0030
                                                      --------------

                                 Not Applicable
                  -------------------------------------------
          (Former name or former address, if changed since last report)





ITEM 5.           OTHER EVENTS AND REGULATION FD DISCLOSURE

         On April 5, 2002, Regent Communications, Inc. announced its intention
to offer approximately 8,000,000 shares of its common stock. A copy of this
press release is attached hereto as Exhibit 99.1.

         On April 8, 2002, Regent Communications, Inc. filed an amendment to its
registration statement on Form S-3 (File No. 333-84548) in connection with this
offering and to register 215,828 shares of its common stock which may be sold in
the offering by the selling stockholders named in the registration statement.
This registration statement has not yet become effective. Subsequently, on April
10, 2002, those selling stockholders notified Regent Communications, Inc. that
they no longer intended to sell such shares in this offering.

         On April 10, 2002, Regent Communications, Inc. announced its
preliminary results for the first quarter ended March 31, 2002. Regent expects
reported first quarter 2002 revenue in the $12.9 - $13.0 million range and
broadcast cash flow in the $2.9 - $3.0 million range. The Company had previously
expected to report first quarter 2002 revenue in the $12.8 - $13.1 million range
and broadcast cash flow in the $2.5 - $2.7 million range. On a same station
basis, Regent expects first quarter 2002 revenue to be down approximately 2%.
This compares to previous guidance of same station revenue to be flat to down 5%
in the first quarter of 2002. Regent expects reported earnings per share to be
approximately $0.00 per share. Excluding the gain on sale of WGNA-AM in Albany,
Regent expects a loss per share of $0.01, compared to previous guidance of a
loss of $0.02 per share.

         This report includes certain forward-looking statements with respect to
Regent Communications, Inc. for which we claim the protections of the safe
harbor for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995. These forward-looking statements involve certain
risks and uncertainties and include statements preceded by, followed by or that
include words such as "anticipate," "believe," "plan," "estimate," "expect,"
"intend," "project" and other similar expressions. Although we believe our
expectations reflected in these forward-looking statements are based on
reasonable assumptions, such statements are influenced by our financial
position, business strategy, budgets, projected costs, and plans and objectives
of management for future operations. Actual results and developments may differ
materially from those conveyed in the forward-looking statements based on
various factors including, but not limited to: changes in economic, business and
market conditions affecting the radio broadcast industry, the markets in which
we operate, and nationally; increased competition for attractive radio
properties and advertising dollars; fluctuations in the cost of operating radio
properties; our ability to manage our growth; our ability to integrate these and
other acquisitions; and changes in the regulatory climate affecting radio
broadcast companies. Further information on other factors that could affect the
financial results of Regent Communications, Inc. is included in Regent's filings
with the Securities and Exchange Commission. These documents are available free
of charge at the Commission's website at http://www.sec.gov and/or from Regent
Communications, Inc.


ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS

                  (a)      Financial statements of businesses acquired.

                           Not Applicable.

                  (b)      Pro forma financial information.

                           Not Applicable.

                  (c)      Exhibits.

                           99.1     Press Release dated April 5, 2002



                                       2



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.

                                        REGENT COMMUNICATIONS, INC.
                                                 (Registrant)


Date: April 10, 2002                    By: ANTHONY A. VASCONCELLOS
                                            ------------------------------------
                                            Anthony A. Vasconcellos
                                            Senior Vice President and Chief
                                            Financial Officer











                                       3

EX-99.1

                                                                    EXHIBIT 99.1


              Regent Communications, Inc. Announces Equity Offering

COVINGTON, Ky.--(BUSINESS WIRE)--April 5, 2002--Regent Communications, Inc.
(Nasdaq:RGCI) announced today that it intends to offer approximately 8,000,000
common shares. The Company will also grant the underwriters an option to
purchase up to approximately 1,200,000 additional shares to cover
over-allotments. All shares are being offered by the Company. The offering
represents a new financing by the Company. Robertson Stephens will act as the
lead underwriter on the offering and the underwriters will include Morgan
Stanley, UBS Warburg, CIBC World Markets, and Sanders Morris Harris.

Regent Communications is a radio broadcasting company focused on acquiring,
developing, and operating radio stations in mid-sized and small markets. Regent
Communications common stock is traded on the Nasdaq under the symbol "RGCI."

A registration statement relating to these securities has been filed with the
Securities and Exchange Commission but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
that the registration statement becomes effective. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of these securities in any state or jurisdiction in which such
offer, solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or jurisdiction.

When available, a written prospectus may be obtained from Robertson Stephens at
555 California St., 26th Floor, San Francisco, CA 94104 or by phone by calling
(415) 676-2526; Morgan Stanley at 1585 Broadway, Level B, New York, NY 10036 or
by phone by calling (212) 761-6775; UBS Warburg at 1285 Avenue of the Americas,
New York, NY 10019 or by phone by calling (212) 713-8802; CIBC World Markets by
fax request at (212) 667-6136; and Sanders Morris Harris at 3100 Chase Tower,
Houston, TX 77002 or by phone by calling (713) 224-3100.

CONTACT: Regent Communications, Inc.
Terry Jacobs, 859/292-0030
or
Tony Vasconcellos, 859/292-0030
or
Brainerd Communicators, Inc.
John Buckley, 212/986-6667
buckley@braincomm.com