UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Big City Radio, Inc.
___________________
(Name of Issuer)
Class A Common Stock, $.01 par value per share
__________________________________________________
(Title of Class of Securities)
089098107
_________________
(CUSIP Number)
James H. Schropp, Esq.
Fried, Frank, Harris Shriver & Jacobson
1001 Pennsylvania Avenue, Suite 800
Washington, DC 20004-2505
(202) 639-7110
______________________________________________________________
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 3, 2000
____________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this
Schedule 13D, and is filing this schedule because of 240.13d-
1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See 240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
Schedule 13D
CUSIP No. 089098107
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Earle I. Mack
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS):
(a) [ ] (b) [ ]
3
SEC USE ONLY:
4
SOURCE OF FUNDS (SEE INSTRUCTIONS): PF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): [ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH:
7 SOLE VOTING POWER 812,800 shares of Class A Common Stock
8 SHARED VOTING POWER 0
9 SOLE DISPOSITIVE POWER 812,800 shares of Class A Common Stock
10 SHARED DISPOSITIVE POWER 0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON:
812,800 shares of Class A Common Stock
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS): [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11):
13.07
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN
<PAGE>
Item 5. Interest in Securities of the Issuer
Item 5(c). On December 29, 1999, Mr. Mack purchased 45,000
shares of Big City Radio Inc.'s ("BCR") Class A
Common Stock at $4.4375 per share.
On January 3, 2000, Mr. Mack purchased 50,000 shares
of BCR's Class A Common Stock at $5.00 per share.
Item 5(e). As of January 4, 2000, Mr. Mack beneficially owns
812,800 shares or 13.07 percent of the Class A Common
Stock of BCR.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct as of January 4, 2000.
Date: January 4, 2000
By: /s/ Earle I. Mack
___________________
Name: Earle I. Mack
