<SUBMISSION>
<ACCESSION-NUMBER>0001021408-01-000615
<TYPE>8-K
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<PERIOD>20010131
<ITEMS>2
<ITEMS>7
<FILING-DATE>20010202
<FILER>
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<CONFORMED-NAME>BEASLEY BROADCAST GROUP INC
<CIK>0001099160
<ASSIGNED-SIC>4832
<IRS-NUMBER>650960915
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
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<FILM-NUMBER>1523600
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<BUSINESS-ADDRESS>
<STREET1>3033 RIVIERA DRIVE
<STREET2>SUITE 200
<CITY>NAPLES
<STATE>FL
<ZIP>34103
<PHONE>9412635000
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<STREET1>3033 RIVIERA DRIVE
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<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>FORM 8-K
<TEXT>

<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, DC 20549

                              __________________

                                   FORM 8-K

                          CURRENT REPORT PURSUANT TO
                          SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


                                Date of report:

                               January 31, 2001


                         Beasley Broadcast Group, Inc.
                         -----------------------------
                         (Exact Name of Registrant as
                             Specified in Charter)


                                    0-29253
                                    -------
                             (Commission File No.)


                                  65-0960915
                                  ----------
                                 (IRS Employer
                              Identification No.)


                                   Delaware
                                   --------
                         (State or Other Jurisdiction
                               of Incorporation)




                         3033 Riviera Drive, Suite 200
                             Naples, Florida 34103
                             ---------------------
                             (Address of Principal
                              Executive Offices)


                                (941) 263-5000
                                --------------
                            (Registrant's telephone
                         number, including area code)
<PAGE>

ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS

          On January 31, 2001, Beasley FM Acquisition Corp., an indirect wholly-
owned subsidiary of Beasley Broadcast Group, Inc. completed its acquisition of
all of the outstanding common stock of Centennial Broadcasting Nevada, Inc. and
all of the membership interests in Centennial Broadcasting, LLC for an aggregate
purchase price, subject to certain adjustments, of approximately $113.5 million.
Centennial Broadcasting Nevada, Inc. owns approximately 18.5% of the membership
interests in Centennial Broadcasting, LLC. Centennial Broadcasting, LLC owns the
radio stations KJUL-FM, KSTJ-FM and KKLZ-FM in Las Vegas, Nevada and WBYU-AM,
WRNO-FM and KMEZ-FM in New Orleans, Louisiana. Beasley Broadcast Group, Inc.
financed this acquisition through its credit facility.

          The summary of the transaction described above is qualified by
reference to the Equity Interest Purchase Agreement, the First Amendment to the
Equity Interest Purchase Agreement and the Second Amendment to the Equity
Interest Purchase Agreement, copies of which are exhibits hereto.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

(a)       Financial Statements.

          As of the date of filing of this Current Report on Form 8-K, it is
impracticable for Beasley Broadcast Group, Inc. to provide the financial
statements required by this Item 7(a).  In accordance with Item 7(a)(4) of Form
8-K, such financial statements shall be filed by amendment to this Form 8-K no
later than 60 days after February 15, 2001.

(b)       Pro Forma Financial Information.

          As of the date of filing of this Current Report on Form 8-K, it is
impracticable for Beasley Broadcast Group, Inc. to provide the pro forma
financial information required by this Item 7(b).  In accordance with Item
7(b)(2) of Form 8-K, such financial statements shall be filed by amendment to
this Form 8-K no later than 60 days after February 15, 2001.

(c)       Exhibits.

2.1*      Equity Interest Purchase Agreement of Centennial Broadcasting Nevada,
          Inc. and Centennial Broadcasting, LLC, dated June 2, 2000.

2.2**     First Amendment to Equity Interest Purchase Agreement of Centennial
          Broadcasting Nevada, Inc. and Centennial Broadcasting, LLC, dated
          December 13, 2000.

2.3       Second Amendment to Equity Interest Purchase Agreement of Centennial
          Broadcasting Nevada, Inc. and Centennial Broadcasting, LLC, dated
          January 31, 2001.

99.1      Press Release for Equity Interest Purchase Agreement.

*    Incorporated by reference to Beasley Broadcast Group, Inc.'s Current Report
     on Form 8-K dated June 2, 2000
**   Incorporated by reference to Beasley Broadcast Group, Inc.'s Current Report
     on Form 8-K dated December 13, 2000
<PAGE>

                                  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.


               Beasley Broadcast Group, Inc.


By:                 /s/ George G. Beasley
               -----------------------------
Name:          George G. Beasley
Title:         Chairman of the Board and Chief Executive Officer


By:                 /s/ Caroline Beasley
               -----------------------------
Name:          Caroline Beasley
Title:         Vice President, Chief Financial Officer, Secretary,
                    Treasurer and Director


Date:  January 31, 2001
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.3
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>SECOND AMENDMENT TO EQUITY INT PURCHASE AGREEMENT
<TEXT>

<PAGE>

                               SECOND AMENDMENT
                                      TO
                      EQUITY INTEREST PURCHASE AGREEMENT


     This First Amendment to Equity Interest Purchase Agreement (this
"Amendment") is entered into as of the 31st day of January, 2001, by and among
Steven Watts, an individual, Allen Shaw, an individual, Gordon Gray, Jr., an
individual, Gordon Gray 1956 Living Trust, f/b/o Gordon Gray, Jr., a North
Carolina trust (the "Gordon Gray Trust"), Centennial Broadcasting Nevada, Inc.,
a North Carolina corporation ("Centennial Nevada"), Centennial Broadcasting,
LLC, a North Carolina limited liability company ("Centennial Broadcasting"),
Centennial Broadcasting License, LLC, a North Carolina limited liability company
("Centennial License") (Centennial Nevada, Centennial Broadcasting and
Centennial License, collectively, the "Centennial Entities"), and Beasley
Mezzanine Holdings, LLC, a Delaware limited liability company ("Buyer")
(assignee of Beasley FM Acquisition Corp., a Delaware corporation).

                                   BACKGROUND

     The parties hereto are parties to that certain Equity Interest Purchase
Agreement dated as of June 2, 2000, as amended December 13, 2000 (the "Purchase
Agreement"); and

     The parties have agreed to amend certain terms and conditions of the
Purchase Agreement; and

     Accordingly, in consideration of the foregoing and of the mutual promises,
covenants and conditions set forth below, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:

                                   ARTICLE I
                             AMENDMENT TO AGREEMENT


     The Purchase Agreement is hereby amended as follows:

     1.  Correction of Allocation of Purchase Price.  In order to account for
         ------------------------------------------
the reduction in the Base Price accomplished by the First Amendment to the
Purchase Agreement, the parties agree that Section 1.9 of the Purchase Agreement
is amended to read as follows:

         "Allocation. Twenty-Four Million Seven Hundred Thousand Dollars
          ----------
         ($24,700,000) of the Purchase Price shall be allocated to the Shares,
         and the remainder of the Purchase Price shall be allocated to the
         Purchased Membership Interests. Each of the Sellers, the Centennial
         Entities and Buyer agree that none of them will take a position on any
         income, transfer or gains tax return that is in any manner inconsistent
         with the terms of the allocation in the preceding sentence without the
         written consent of all of them."
<PAGE>

     2.   Correction of Net Working Capital Adjustment.  In order to account for
          --------------------------------------------
the extension of the Upset Date accomplished by the First Amendment to the
Purchase Agreement, the parties agree that Sections 1.8.1(a) and 1.8.1(b) of the
Purchase Agreement are amended to read as follows:

          "(a) Estimated Net Working Capital Amount.  Not later than five (5)
               ------------------------------------
          business days prior to the Closing Date, Sellers and the Centennial
          Entities shall deliver to Buyer their good faith estimate of the Net
          Working Capital of the Centennial Entities as of 11:59 p.m. on the
          Closing Date, which may be positive or negative (the "Estimated Net
          Working Capital Amount"), together with a reasonably detailed
          explanation of the calculation thereof.  The "Net Working Capital
          Amount" shall mean current assets minus current liabilities.  For
          purposes of this Agreement, in calculating Net Working Capital Amount,
          (i) the estimated costs required to complete capital expenditure
          projects classified on the accounting records of the Centennial
          Entities as construction in progress, as defined by the United States
          generally accepted accounting principles ("GAAP") as of the date of
          determination, shall be included as a current liability; (ii) the
          current assets shall be reduced by adequate reserves in accordance
          with GAAP (which, in the case of the accounts receivable arising from
          the operation of the Stations (the "Accounts Receivable"), shall
          include a reserve for doubtful accounts equal to Five Percent (5%) of
          the aggregate amount of the Accounts Receivable that were invoiced
          within ninety (90) days prior to the Closing Date and Thirty Percent
          (30%) of the aggregate amount of the Accounts Receivable that were
          invoiced more than ninety (90) days prior to the Closing Date); (iii)
          if the Trade Balance is negative, the current liabilities shall not
          include the first Fifty Thousand Dollars ($50,000) of such negative
          amount; and (iv) if the Trade Balance is positive, the current assets
          shall not include any portion of such positive amount. The "Trade
          Balance" equals the aggregate value of consideration to be received by
          the Stations under contracts for the sale of time on the Stations in
          exchange for merchandise or services ("Trade Agreements"), minus the
          aggregate value of the unfulfilled obligations related to such Trade
          Agreements, all as of 11:59 p.m. on the Closing Date.  As set forth in
          Section 1.7.5, the Estimated Net Working Capital Amount shall be used
          to calculate the amount of the Purchase Price payable at Closing.

          "(b)  Closing Balance Sheet.  As soon as reasonably practicable
                ---------------------
          following the Closing Date, and in any event within ninety (90) days
          thereafter, Buyer shall prepare and deliver to Sellers (i) a
          consolidated balance sheet of the Centennial Entities as of 11:59 p.m.
          on the Closing Date (the "Closing Balance Sheet") and (ii) a
          calculation of the Net Working Capital Amount from the items reflected
          on the Closing Balance Sheet (the "Final Net Working Capital Amount").
          The Closing Balance

                                       2
<PAGE>

          Sheet shall be prepared in accordance with GAAP on a consistent basis
          and shall fairly present the consolidated financial position of the
          Centennial Entities as of 11:59 p.m. on the Closing Date."

     3.   Correction Regarding Par Value. The first sentence of Section 2.2.1 of
          ------------------------------
the Purchase Agreement is amended by changing all references therein to "par
value $1.00 per share" to "no par value."

     4.   Provision for Disclosure.  The fifth sentence of Section 2.15 is
          ------------------------
amended by adding the following introductory clause:  "Except as disclosed on
Schedule 2.15,".

     5.   Indemnification.  The following sentence is added to Section 6.1.1
          ---------------
before the  penultimate sentence thereof:  "Sellers shall jointly and severally
indemnify, defend by counsel reasonably acceptable to Buyer, and hold harmless
Buyer Indemnitees without regard to the Threshold Amount from and against and in
respect of any and all Losses arising out of or in connection with the failure
to timely file with the appropriate governmental authorities any IRS Form 5500
for any of the Centennial Entities."

                                  ARTICLE II
                               OTHER AGREEMENTS

     1.   Capitalized terms used in this Amendment and not otherwise defined
shall have the meanings given to them in the Purchase Agreement.

     2.   Except as specifically provided herein, the Purchase Agreement shall
remain in full force and effect, and the provisions thereof are ratified and
confirmed.

     3.   This Amendment may be signed in any number of counterparts with the
same effect as if the signatures on each counterpart were on the same
instrument.

     4.   This Amendment shall be governed by and construed in accordance with
the laws of the State of New York, without regarding to the choice of law rules
utilized in that jurisdiction.


                 [Remainder of page intentionally left blank.]

                                       3
<PAGE>

     IN WITNESS WHEREOF, each of the parties has caused this Second Amendment to
be executed by a respective duly authorized officer or representative as of the
date first above written.


                                   BUYER:
                                   -----

                                   BEASLEY MEZZANINE HOLDINGS, LLC


                                   By:  /s/ Caroline Beasley
                                      ---------------------------
                                        Name:  Caroline Beasley
                                        Title: Secretary


                                   SELLERS:
                                   -------


                                        /s/ Steven Watts
                                   ------------------------------
                                   STEVEN WATTS


                                        /s/ Allen Shaw
                                   ------------------------------
                                   ALLEN SHAW


                                        /s/ Gordon Gray, Jr.
                                   ------------------------------
                                   GORDON GRAY, JR.


                                   GORDON GRAY 1956 LIVING TRUST f/b/o
                                   GORDON GRAY, JR.


                                   By:  /s/ Gordon Gray, Jr.
                                      ---------------------------
                                        Gordon Gray, Jr.
                                        Individual Trustee


                                   CENTENNIAL BROADCASTING NEVADA, INC.


                                   By:  /s/ Allen Shaw
                                      ---------------------------
                                        Allen Shaw
                                        President and CEO


                                       4
<PAGE>

                                   CENTENNIAL BROADCASTING, LLC

                                   By:  /s/ Allen Shaw
                                      ----------------------------
                                        Allen Shaw
                                        Member


                                   CENTENNIAL BROADCASTING LICENSE, LLC

                                   By:  Centennial Broadcasting, LLC
                                        Its Member


                                        By:  /s/ Allen Shaw
                                           -----------------------
                                             Allen Shaw
                                             Member

                                       5
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>

<PAGE>

        [LOGO]         BEASLEY BROADCASTING GROUP, INC.



News Announcement                                 For Immediate Release

CONTACT:
B. Caroline Beasley                               Stewart Lewack, Joseph Jaffoni
Chief Financial Officer                           Jaffoni & Collins Incorporated
Beasley Broadcast Group, Inc.                     212/835-8500 or bbgi@jcir.com
941/263-5000


                  BEASLEY BROADCAST GROUP CLOSES ACQUISITION
                 OF SIX STATIONS FROM CENTENNIAL BROADCASTING

       - Beasley's Operations Expanded Into Las Vegas and New Orleans -

LAS VEGAS, Nevada, NEW ORLEANS, Louisiana, and NAPLES, Florida, January 31, 2001
- Beasley Broadcast Group, Inc. (Nasdaq: BBGI), a large- and mid-size market
radio broadcaster, today completed its $113.5 million acquisition of Centennial
Broadcasting's KKLZ-FM, KSTJ-FM, and KJUL-FM in Las Vegas and WRNO-FM, KMEZ-FM
and WBYU-AM in New Orleans.  Las Vegas and New Orleans are the 39th and 42nd
largest radio markets, respectively when ranked by revenue.

As previously announced, in conjunction with the closing of the transaction
Allen Shaw, 57, the President and Chief Executive Officer of Centennial
Broadcasting, will be joining Beasley Broadcast Group as Vice Chairman and Co-
Chief Operating Officer.  Mr. Shaw previously served as the Chief Operating
Officer of Beasley from 1985 to 1990.

Commenting on the transaction, Beasley Chairman and Chief Executive Officer
George G. Beasley, stated, "We are delighted to add two more top 50 markets to
the Beasley Broadcast Group portfolio and to welcome our new Las Vegas and New
Orleans teams and Alan Shaw to the Company.  Based on our analysis, there is
strong growth potential in each of these markets, and we look forward to
applying our operating disciplines to help these station groups realize their
fullest potential."

                                    -more-
<PAGE>

Beasley Closes Centennial Acquisition, 1/31/01                       page 2


Founded in 1961, Beasley Broadcast Group, Inc. is a radio broadcasting company
that, upon completion of pending transactions, will own or operate 44 stations
(27 FM and 17 AM) located in eleven large- and mid-sized markets in the United
States.

This news announcement contains certain forward-looking statements that are
based upon current expectations and involve certain risks and uncertainties
within the meaning of the U.S. Private Securities Litigation Reform Act of 1995.
Words or expressions such as "intends", "expects," "expected," "anticipates" or
variations of such words and similar expressions are intended to identify such
forward-looking statements.  Key risks are described in the Company's reports
filed with the U.S. Securities and Exchange Commission.  Readers should note
that these statements may be impacted by several factors, including economic
changes and changes in the radio broadcast industry generally.  The Company
undertakes no obligation to update the information contained herein

                                     # # #
</TEXT>
</DOCUMENT>
</SUBMISSION>
