Microsoft Word 10.0.4009;3



Microsoft Word 10.0.4009;

                       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 4, 2003

EMMIS COMMUNICATIONS CORPORATION                   EMMIS OPERATING COMPANY
 (Exact name of registrant as                   (Exact name of registrant as
   specified in its charter)                       specified in its charter)

                 INDIANA                                INDIANA
    (State of incorporation or                 (State of incorporation or
            organization)                              organization)
                0-23264                                 333-62172-13
        (Commission file number)                 (Commission file number)

              35-1542018                              35-2141064
           (I.R.S.  Employer                        (I.R.S.  Employer
           Identification No.)                      Identification No.)

             ONE EMMIS PLAZA                          ONE EMMIS PLAZA
           40 MONUMENT CIRCLE                        40 MONUMENT CIRCLE
               SUITE 700                                 SUITE 700
        INDIANAPOLIS, INDIANA 46204             INDIANAPOLIS, INDIANA 46204
(Address of principal executive offices)(Address of principal executive offices)

            (317) 266-0100                             (317) 266-0100
   (Registrant's Telephone Number,            (Registrant's Telephone Number,
         Including Area Code)                       Including Area Code)

Item  5.  Other Events.

On March 3,  2003,  we issued  the press  releases  attached  to this  report as
Exhibits 99.1 and 99.2. The text of those press releases is incorporated in this
Item by reference.

In addition,  Jeffrey H.  Smulyan,  our  Chairman and CEO,  speaking at the Bear
Sterns 16th Annual Media,  Entertainment and Information  Conference,  addressed
the following:

In the past,  Emmis  Communications  has often  discussed the  separation of its
radio and TV businesses and the possible  benefits such a move could create.  We
considered the different  scenarios that would make a separation  feasible,  and
said that we would be most  interested  in pursuing a split if we could do so in
conjunction with a significant radio or television acquisition.

During  the past  several  months,  we have also  said that we were  considering
executing a split on a stand-alone basis this summer,  when the tax impact would
become  more  favorable.   However,  after  careful  study  with  our  advisors,
management  and board of  directors,  we have  returned to our original  plan of
waiting to separate our radio and TV operations  until we can tie the separation
to a radio or TV acquisition that would make the split more feasible.

     A number of factors entered into this decision:

          o    Significant and continued  uncertainty in the capital markets due
               to the prospect of war and other macro-economic drivers.
          o    An   uncertain   regulatory   environment   due  to  pending  FCC
               regulations,  specifically those relating to radio and television
               ownership limits.
          o    The compression and convergence of radio and television multiples
               that  would   diminish  the  value   created  in  a   stand-alone
               transaction.
          o    The possibility that the separation  transaction  could result in
               two  small-cap  companies,  thereby  restricting  the universe of
               potential shareholders.

In addition,  the company  recognized that the cost of executing a split in this
environment would be considerable.  The separation transaction itself could cost
tens of millions of dollars, but the company would also have to absorb the costs
inherent in operating two public companies -costs that are increasing rapidly in
our  post-Sarbanes-Oxley  world.  Taking all of these factors into account,  the
company  decided it would be best to table the  separation  until a time that it
could be tied to a significant transaction.

This is not to say that Emmis will not  separate  its radio and TV  businesses -
simply that current company, economic, regulatory and industry conditions do not
make the split  feasible at this time.  We will  continue to look for  strategic
transactions  for both radio and television that could lead to the separation of
those businesses,  and we will revisit the notion of a stand-alone separation if
we were to see  stabilization  in the capital  markets and if we believed such a
move would benefit our shareholders;  however, we are not actively pursuing such
a move at this time.

For the immediate future, Emmis intends to continue to focus on growing revenue,
managing  costs and operating the stations and  publications  we own in the best
possible  manner.  With this focus, the company believes it can produce stronger
earnings and continue to reduce its debt and leverage.

In the past year, these efforts have been fruitful. We succeeded in deleveraging
our balance sheet.  We  demonstrated  that we can operate TV  successfully - the
stations we have acquired are more strategic and entrepreneurial  than they were
before Emmis bought them. In radio, we showed that we can continue to produce in
the ratings  books - and that we can make that success lead to real share growth
in a lot of our markets. Our New York cluster, which has been under considerable
scrutiny in the past year, has regained share and continues to build.

We are  producing  results by operating  the way we always have:  relying on the
passion of people who love media and are excellent at managing media.

We will continue to look for  transactions  in both radio and TV that will allow
us to grow,  but we will pursue only those  transactions  that are strategic and
reasonable.  And we will continue to carefully  manage our balance sheet.  We've
always said we're not going to pay prices  that don't make sense,  and we're not
going to look at assets  unless we  believe  our  management  skills  can create
significant shareholder value.

However,  when we find an  opportunity  that we believe will benefit the company
and our  shareholders - an opportunity like the one we found in Austin - we will
seize that opportunity.

Certain  statements  included above which are not statements of historical  fact
and statements identified with the words "continue," "going," "will," "could" or
"would" are intended to be, and are, identified as "forward-looking statements,"
as defined in the Securities  and Exchange Act of 1934, as amended,  and involve
known and unknown  risks,  uncertainties  and other  factors  that may cause the
actual results,  performance or achievements of Emmis to be materially different
from any future result,  performance or achievement expressed or implied by such
forward-looking  statement. Such factors include, among others, general economic
and business conditions;  fluctuations in the demand for advertising;  increased
competition  in  the  broadcasting  industry  including  the  implementation  of
competing formats in large markets; changes in the costs of programming; changes
in interest  rates;  inability to close pending  acquisitions or to grow through
suitable acquisitions,  including the desired radio; future terrorist attacks or
other large-scale  disasters;  and other factors mentioned in documents filed by
Emmis with the Securities and Exchange Commission,  including the current report
on Form  8-K/A,  July 15,  2002.  Emmis does not  undertake  any  obligation  to
publicly update or revise any forward-looking statements.


<PAGE>


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

         EXHIBIT #        DESCRIPTION

99.1     Press release dated March 3, 2003.
99.2     Press release dated March 3, 2003.



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, thereunto duly authorized.

                                     EMMIS COMMUNICATIONS CORPORATION

Date: March 3, 2003           By:
                                 J. Scott Enright, Vice President,
                                 Associate General Counsel and Secretary


                                        EMMIS OPERATING COMPANY


Date: March 3, 2003           By:
                                 J. Scott Enright, Vice President,
                                 Associate General Counsel and Secretary
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Microsoft Word 10.0.4009;3

Microsoft Word 10.0.4009;

                       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 4, 2003

EMMIS COMMUNICATIONS CORPORATION                   EMMIS OPERATING COMPANY
 (Exact name of registrant as                   (Exact name of registrant as
   specified in its charter)                       specified in its charter)

                 INDIANA                                INDIANA
    (State of incorporation or                 (State of incorporation or
            organization)                              organization)
                0-23264                                 333-62172-13
        (Commission file number)                 (Commission file number)

              35-1542018                              35-2141064
           (I.R.S.  Employer                        (I.R.S.  Employer
           Identification No.)                      Identification No.)

             ONE EMMIS PLAZA                          ONE EMMIS PLAZA
           40 MONUMENT CIRCLE                        40 MONUMENT CIRCLE
               SUITE 700                                 SUITE 700
        INDIANAPOLIS, INDIANA 46204             INDIANAPOLIS, INDIANA 46204
(Address of principal executive offices)(Address of principal executive offices)

            (317) 266-0100                             (317) 266-0100
   (Registrant's Telephone Number,            (Registrant's Telephone Number,
         Including Area Code)                       Including Area Code)

Item  5.  Other Events.

On March 3,  2003,  we issued  the press  releases  attached  to this  report as
Exhibits 99.1 and 99.2. The text of those press releases is incorporated in this
Item by reference.

In addition,  Jeffrey H.  Smulyan,  our  Chairman and CEO,  speaking at the Bear
Sterns 16th Annual Media,  Entertainment and Information  Conference,  addressed
the following:

In the past,  Emmis  Communications  has often  discussed the  separation of its
radio and TV businesses and the possible  benefits such a move could create.  We
considered the different  scenarios that would make a separation  feasible,  and
said that we would be most  interested  in pursuing a split if we could do so in
conjunction with a significant radio or television acquisition.

During  the past  several  months,  we have also  said that we were  considering
executing a split on a stand-alone basis this summer,  when the tax impact would
become  more  favorable.   However,  after  careful  study  with  our  advisors,
management  and board of  directors,  we have  returned to our original  plan of
waiting to separate our radio and TV operations  until we can tie the separation
to a radio or TV acquisition that would make the split more feasible.

     A number of factors entered into this decision:

          o    Significant and continued  uncertainty in the capital markets due
               to the prospect of war and other macro-economic drivers.
          o    An   uncertain   regulatory   environment   due  to  pending  FCC
               regulations,  specifically those relating to radio and television
               ownership limits.
          o    The compression and convergence of radio and television multiples
               that  would   diminish  the  value   created  in  a   stand-alone
               transaction.
          o    The possibility that the separation  transaction  could result in
               two  small-cap  companies,  thereby  restricting  the universe of
               potential shareholders.

In addition,  the company  recognized that the cost of executing a split in this
environment would be considerable.  The separation transaction itself could cost
tens of millions of dollars, but the company would also have to absorb the costs
inherent in operating two public companies -costs that are increasing rapidly in
our  post-Sarbanes-Oxley  world.  Taking all of these factors into account,  the
company  decided it would be best to table the  separation  until a time that it
could be tied to a significant transaction.

This is not to say that Emmis will not  separate  its radio and TV  businesses -
simply that current company, economic, regulatory and industry conditions do not
make the split  feasible at this time.  We will  continue to look for  strategic
transactions  for both radio and television that could lead to the separation of
those businesses,  and we will revisit the notion of a stand-alone separation if
we were to see  stabilization  in the capital  markets and if we believed such a
move would benefit our shareholders;  however, we are not actively pursuing such
a move at this time.

For the immediate future, Emmis intends to continue to focus on growing revenue,
managing  costs and operating the stations and  publications  we own in the best
possible  manner.  With this focus, the company believes it can produce stronger
earnings and continue to reduce its debt and leverage.

In the past year, these efforts have been fruitful. We succeeded in deleveraging
our balance sheet.  We  demonstrated  that we can operate TV  successfully - the
stations we have acquired are more strategic and entrepreneurial  than they were
before Emmis bought them. In radio, we showed that we can continue to produce in
the ratings  books - and that we can make that success lead to real share growth
in a lot of our markets. Our New York cluster, which has been under considerable
scrutiny in the past year, has regained share and continues to build.

We are  producing  results by operating  the way we always have:  relying on the
passion of people who love media and are excellent at managing media.

We will continue to look for  transactions  in both radio and TV that will allow
us to grow,  but we will pursue only those  transactions  that are strategic and
reasonable.  And we will continue to carefully  manage our balance sheet.  We've
always said we're not going to pay prices  that don't make sense,  and we're not
going to look at assets  unless we  believe  our  management  skills  can create
significant shareholder value.

However,  when we find an  opportunity  that we believe will benefit the company
and our  shareholders - an opportunity like the one we found in Austin - we will
seize that opportunity.

Certain  statements  included above which are not statements of historical  fact
and statements identified with the words "continue," "going," "will," "could" or
"would" are intended to be, and are, identified as "forward-looking statements,"
as defined in the Securities  and Exchange Act of 1934, as amended,  and involve
known and unknown  risks,  uncertainties  and other  factors  that may cause the
actual results,  performance or achievements of Emmis to be materially different
from any future result,  performance or achievement expressed or implied by such
forward-looking  statement. Such factors include, among others, general economic
and business conditions;  fluctuations in the demand for advertising;  increased
competition  in  the  broadcasting  industry  including  the  implementation  of
competing formats in large markets; changes in the costs of programming; changes
in interest  rates;  inability to close pending  acquisitions or to grow through
suitable acquisitions,  including the desired radio; future terrorist attacks or
other large-scale  disasters;  and other factors mentioned in documents filed by
Emmis with the Securities and Exchange Commission,  including the current report
on Form  8-K/A,  July 15,  2002.  Emmis does not  undertake  any  obligation  to
publicly update or revise any forward-looking statements.
Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

         EXHIBIT #        DESCRIPTION

99.1     Press release dated March 3, 2003.
99.2     Press release dated March 3, 2003.

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, thereunto duly authorized.

                                     EMMIS COMMUNICATIONS CORPORATION

Date: March 3, 2003           By:
                                 J. Scott Enright, Vice President,
                                 Associate General Counsel and Secretary

                                        EMMIS OPERATING COMPANY

Date: March 3, 2003           By:
                                 J. Scott Enright, Vice President,
                                 Associate General Counsel and Secretary