As filed with the Securities and
Exchange Commission on May 30, 2003                   Registration No. 333-____
--------------------------------------------------------------------------------

            SECURITIES AND EXCHANGE COMMISSION
                  WASHINGTON, D.C. 20549
                                   ----------------------

                         FORM S-8
                  REGISTRATION STATEMENT
                           UNDER
                THE SECURITIES ACT OF 1933
                                   ----------------------

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

                 Indiana                                       35-1542018
      (State or other jurisdiction                          (I.R.S. Employer
    of incorporation or organization)                      Identification No.)

      40 Monument Circle, Suite 700                               46204
          Indianapolis, Indiana                                (Zip Code)
(Address of Principal Executive Offices)

            EMMIS OPERATING COMPANY 401(K) PLAN
          EMMIS OPERATING COMPANY 401(K) PLAN TWO
                 (Full title of the plans)

                     J. Scott Enright
         Vice President, Associate General Counsel
                       and Secretary
             Emmis Communications Corporation
                    40 Monument Circle
                         Suite 700
                Indianapolis, Indiana 46204
          (Name and address of agent for service)

                      (317) 266-0100
                (Telephone number, including area code, of agent for service)


<Table>
<Caption>

                                        CALCULATION OF REGISTRATION FEE
=================================================================================================================
   Title of Securities      Amount to be       Proposed maximum         Proposed maximum          Amount of
    to be registered       registered (1)     offering price per       aggregate offering     registration fee
                                                   share (2)               price (2)                 (2)
-----------------------------------------------------------------------------------------------------------------
<S>                            <C>                  <C>                   <C>                       <C>
Class A Common Stock,          500,000              $20.125               $10,062,500               $815
$0.01 par value........
=================================================================================================================
</Table>

(1)  Pursuant to Rule 416(a) under the Securities Act of 1933 (the "Securities
     Act"), this Registration Statement also registers additional shares of
     Class A Common Stock as may be offered or issued to prevent dilution
     resulting from stock splits, stock dividends and similar transactions.
(2)  Estimated solely for purposes of calculating the registration fee and
     computed in accordance with Rule 457(c) and (h) under the Securities Act
     using the average of the high and low sale prices of the Class A Common
     Stock as reported by the NASDAQ National Market System on May 27, 2003,
     which was $20.125 per share.


<PAGE>



                                     PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

         *Information required by Part I of Form S-8 to be contained in the
Section 10(a) Prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act and the Note to Part I of Form
S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents heretofore filed by Emmis Communications
Corporation (the "Registrant") with the Securities and Exchange Commission are
incorporated by reference in this Registration Statement:

(1)  The  Registrant's  Annual  Report on Form 10-K for the  fiscal  year  ended
     February 28, 2003; and

(2)  The description of the  Registrant's  Class A Common Stock contained in the
     Registrant's  Registration  Statement on Form 8-A (File No.  0-23264) filed
     with the Securities and Exchange Commission on January 24, 1994,  including
     any amendment or report filed for the purpose of updating such description.

     In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended, prior to the filing of a post-effective  amendment which indicates that
all securities offered hereby have been sold or which deregisters all securities
offered  hereby then remaining  unsold,  shall be deemed to be  incorporated  by
reference  in this  Registration  Statement  and to be a part  hereof from their
respective dates of filing.

         The Registrant will promptly provide without charge to each person to
whom a prospectus is delivered a copy of any or all information that has been
incorporated herein by reference (not including exhibits to the information that
is incorporated by reference unless such exhibits are specifically incorporated
by reference into such information) upon the written or oral request of such
person directed to Investment Relations at the following address and telephone
numbers: 40 Monument Circle, Suite 700, Indianapolis, Indiana 46204, telephone
(317) 266-1000.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

         Emmis Communications Corporation (the "Company") is an Indiana
corporation. Chapter 37 of The Indiana Business Corporation Law (the "IBCL")
requires a corporation, unless its articles of incorporation provide otherwise,
to indemnify a director or an officer of the corporation who is wholly
successful, on the merits or otherwise, in the defense of any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative and whether formal or informal, against
reasonable expenses, including counsel fees, incurred in connection with the
proceeding. The Company's Second Amended and Restated Articles of Incorporation
do not contain any provision prohibiting such indemnification. The Company's
Second Amended and Restated Articles of Incorporation expressly require such
indemnification.

         The IBCL also permits a corporation to indemnify a director, officer,
employee or agent who is made a party to a proceeding because the person was a
director, officer, employee or agent of the corporation against liability
incurred in the proceeding if (i) the individual's conduct was in good faith and
(ii) the individual reasonable believed (A) in the case of conduct in the
individual's official capacity with the corporation that the conduct was in the
corporation's best interests and (B) in all other cases that the individual's
conduct was at least not opposed to the corporation's best interests and (iii)
in the case of a criminal proceeding, the individual either (A) had reasonable
cause to believe the individual's conduct was lawful or (B) had no reasonable
cause to believe the individual's conduct was unlawful. The IBCL also permits a
corporation to pay for or reimburse expenses incurred before the final
disposition of the proceeding and permits a court of competent jurisdiction to
order a corporation to indemnify a director or officer if the court determines
that the person is fairly and reasonably entitled to indemnification in view of
all the relevant circumstances, whether or not the person met the standards for
indemnification otherwise provided in the IBCL.

         The Company's Second Amended and Restated Articles of Incorporation
generally provide that any director or officer of the Company or any person who
is serving at the request of the Company as a director, officer, employee or
agent of another entity shall be indemnified and held harmless by the Company to
the fullest extent authorized by the IBCL. The Second Amended and Restated
Articles of Incorporation also provide such persons with certain rights to be
paid by the Company the expenses incurred in defending proceedings in advance of
their final disposition and authorize the Company to maintain insurance to
protect itself and any director, officer, or agent of the Company or any person
who is or was serving at the request of the Company as a director, officer,
partner, trustee, employee or agent of another entity against expense, liability
or loss, whether or not the Company would have the power to indemnify such
person against such expense, liability or loss under the Second Amended and
Restated Articles of Incorporation.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

         The list of Exhibits is incorporated herein by reference to the Index
to Exhibits.

     The Registrant  hereby  undertakes that it will submit or has submitted the
Emmis Operating  Company  401(k)Plan and Emmis Operating Company 401(k) Plan Two
(collectively,  the "Plans") and any amendment  thereto to the Internal  Revenue
Service  ("IRS")  in a  timely  manner  and has made or will  make  all  changes
required  by the IRS in order to  qualify  the Plans  under  Section  401 of the
Internal Revenue Code.

ITEM 9.  UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this registration
                  statement:

                  (i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;

                  (ii)     To reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the registration statement;

                  (iii)    To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the registration statement or any material change to
                           such information in the registration statement;

                  Provided, however, that paragraphs (1)(i) and (1)(ii) do not
                  apply if the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  periodic reports filed with or furnished to the Commission by
                  the Registrant pursuant to Section 13 or Section 15(d) of the
                  Securities Exchange Act of 1934 that are incorporated by
                  reference in the registration statement.

         (2)      That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at the time shall be deemed to be the initial bona
                  fide offering thereof.

         (3)      To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.



<PAGE>



                                   SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Indianapolis, State of Indiana, on May 30, 2003.


                     EMMIS COMMUNICATIONS CORPORATION


                    By:  /s/ J. Scott Enright
                          --------------------------------------------------
                             J. Scott Enright
                             Vice President, Associate General Counsel
                             and Secretary


                                POWER OF ATTORNEY

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
respective capacities and on the respective dates indicated opposite their
names. Each person whose signature appears below hereby authorizes each of
Jeffrey H. Smulyan and J. Scott Enright, each with full power of substitution,
to execute in the name and on behalf of such person any post-effective amendment
to this Registration Statement and to file the same, with exhibits thereto, and
other documents in connection therewith, making such changes in this
Registration Statement as the registrant deems appropriate, and appoints each of
Jeffrey H. Smulyan and J. Scott Enright, each with full power of substitution,
attorney-in-fact to sign any amendment and any post-effective amendment to this
Registration Statement and to file the same, with exhibits thereto, and other
documents in connection therewith.

<TABLE>
<CAPTION>

               Signature                                    Title                               Date

<S>                                                                                             <C> <C>
/s/         Jeffrey H. Smulyan           Director, Chairman of the Board, President         May 30, 2003
------------------------------------
    Jeffrey H. Smulyan                   and Chief Executive Officer (Principal
                                         Executive Officer)

/s/             Greg Nathanson           Director                                           May 30, 2003
------------------------------------
    Greg Nathanson

/s/             Gary L. Kaseff           Director and Executive Vice President and          May 30, 2003
--------------------------------------
    Gary L. Kaseff                       General Counsel

/s/           Walter Z. Berger           Director and Executive Vice President,             May 30, 2003
--------------------------------------
    Walter Z. Berger                     Chief Financial Officer and Treasurer
                                      (Principal Financial Officer and Principal
                                         Accounting Officer)

/s/              Susan B. Bayh           Director                                           May 30, 2003
--------------------------------------
    Susan B. Bayh

/s/       Richard A. Leventhal           Director                                           May 30, 2003
--------------------------------------
    Richard A. Leventhal

/s/              Frank V. Sica           Director                                           May 30, 2003
--------------------------------------
    Frank V. Sica

/s/         Lawrence B. Sorrel           Director                                           May 30, 2003
--------------------------------------
    Lawrence B. Sorrel

/s/              Peter A. Lund           Director                                           May 30, 2003
--------------------------------------
    Peter A. Lund

</TABLE>










                                INDEX TO EXHIBITS

Exhibit
  No.               Description of Exhibit

     4.1  Second Amended and Restated  Articles of Incorporation of the Company.
          (The copy of this Exhibit filed as Exhibit 3.1 to the  Company's  Form
          10-K/A for the fiscal year ended  February 29, 2000,  is  incorporated
          herein by reference.  The copy of Exhibit B to the Second  Amended and
          Restated  Articles of  Incorporation of the Company filed as Exhibit 3
          to the  Company's  Form 8-K filed  December  13, 2001 is  incorporated
          herein by reference.)

     4.2  Amended and Restated By-Laws of the Company,  as amended to date. (The
          copy of this Exhibit filed as Exhibit 3.2 to the Company's Form 10-K/A
          for the fiscal year ended February 29, 2000 is incorporated  herein by
          reference.)

     5    Opinion of Baker & Daniels, as to the legality of the securities being
          registered.

     23.1 Consent of Independent Auditors - Ernst & Young LLP

     23.2 Consent of Baker & Daniels  (included  in the Baker & Daniels  Opinion
          filed as Exhibit 5).

     24   Power of Attorney  (included on the Signature Page of the Registration
          Statement).
[{"type": "S-8", "sequence": "1", "filename": "s-8may03.txt", "description": "FORMS-8MAY2903", "secsgml_size_bytes": 18971}]
{"company-data": {"conformed-name": "EMMIS COMMUNICATIONS CORP", "cik": "0000783005", "assigned-sic": "4832", "irs-number": "351542018", "state-of-incorporation": "IN", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-105724", "film-number": "03726337"}, "business-address": {"street1": "ONE EMMIS PLAZA", "street2": "40 MONUMENT CIRCLE SUITE 700", "city": "INDIANAPOLIS", "state": "IN", "zip": "46204", "phone": "3172660100"}, "mail-address": {"street1": "ONE EMMIS PLAZA", "street2": "40 MONUMENT CIRCLE #700", "city": "INDIANAPOLIS", "state": "IN", "zip": "46204"}, "former-company": {"former-conformed-name": "EMMIS BROADCASTING CORPORATION", "date-changed": "19920703"}}
As filed with the Securities and
Exchange Commission on May 30, 2003                   Registration No. 333-____
--------------------------------------------------------------------------------

            SECURITIES AND EXCHANGE COMMISSION
                  WASHINGTON, D.C. 20549
                                   ----------------------

                         FORM S-8
                  REGISTRATION STATEMENT
                           UNDER
                THE SECURITIES ACT OF 1933
                                   ----------------------

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

                 Indiana                                       35-1542018
      (State or other jurisdiction                          (I.R.S. Employer
    of incorporation or organization)                      Identification No.)

      40 Monument Circle, Suite 700                               46204
          Indianapolis, Indiana                                (Zip Code)
(Address of Principal Executive Offices)

            EMMIS OPERATING COMPANY 401(K) PLAN
          EMMIS OPERATING COMPANY 401(K) PLAN TWO
                 (Full title of the plans)

                     J. Scott Enright
         Vice President, Associate General Counsel
                       and Secretary
             Emmis Communications Corporation
                    40 Monument Circle
                         Suite 700
                Indianapolis, Indiana 46204
          (Name and address of agent for service)

                      (317) 266-0100
                (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
=================================================================================================================
   Title of Securities      Amount to be       Proposed maximum         Proposed maximum          Amount of
    to be registered       registered (1)     offering price per       aggregate offering     registration fee
                                                   share (2)               price (2)                 (2)
-----------------------------------------------------------------------------------------------------------------
Class A Common Stock,          500,000              $20.125               $10,062,500               $815
$0.01 par value........
=================================================================================================================
(1)  Pursuant to Rule 416(a) under the Securities Act of 1933 (the "Securities
     Act"), this Registration Statement also registers additional shares of
     Class A Common Stock as may be offered or issued to prevent dilution
     resulting from stock splits, stock dividends and similar transactions.
(2)  Estimated solely for purposes of calculating the registration fee and
     computed in accordance with Rule 457(c) and (h) under the Securities Act
     using the average of the high and low sale prices of the Class A Common
     Stock as reported by the NASDAQ National Market System on May 27, 2003,
     which was $20.125 per share.
PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

         *Information required by Part I of Form S-8 to be contained in the
Section 10(a) Prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act and the Note to Part I of Form
S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents heretofore filed by Emmis Communications
Corporation (the "Registrant") with the Securities and Exchange Commission are
incorporated by reference in this Registration Statement:

(1)  The  Registrant's  Annual  Report on Form 10-K for the  fiscal  year  ended
     February 28, 2003; and

(2)  The description of the  Registrant's  Class A Common Stock contained in the
     Registrant's  Registration  Statement on Form 8-A (File No.  0-23264) filed
     with the Securities and Exchange Commission on January 24, 1994,  including
     any amendment or report filed for the purpose of updating such description.

     In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended, prior to the filing of a post-effective  amendment which indicates that
all securities offered hereby have been sold or which deregisters all securities
offered  hereby then remaining  unsold,  shall be deemed to be  incorporated  by
reference  in this  Registration  Statement  and to be a part  hereof from their
respective dates of filing.

         The Registrant will promptly provide without charge to each person to
whom a prospectus is delivered a copy of any or all information that has been
incorporated herein by reference (not including exhibits to the information that
is incorporated by reference unless such exhibits are specifically incorporated
by reference into such information) upon the written or oral request of such
person directed to Investment Relations at the following address and telephone
numbers: 40 Monument Circle, Suite 700, Indianapolis, Indiana 46204, telephone
(317) 266-1000.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

         Emmis Communications Corporation (the "Company") is an Indiana
corporation. Chapter 37 of The Indiana Business Corporation Law (the "IBCL")
requires a corporation, unless its articles of incorporation provide otherwise,
to indemnify a director or an officer of the corporation who is wholly
successful, on the merits or otherwise, in the defense of any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative and whether formal or informal, against
reasonable expenses, including counsel fees, incurred in connection with the
proceeding. The Company's Second Amended and Restated Articles of Incorporation
do not contain any provision prohibiting such indemnification. The Company's
Second Amended and Restated Articles of Incorporation expressly require such
indemnification.

         The IBCL also permits a corporation to indemnify a director, officer,
employee or agent who is made a party to a proceeding because the person was a
director, officer, employee or agent of the corporation against liability
incurred in the proceeding if (i) the individual's conduct was in good faith and
(ii) the individual reasonable believed (A) in the case of conduct in the
individual's official capacity with the corporation that the conduct was in the
corporation's best interests and (B) in all other cases that the individual's
conduct was at least not opposed to the corporation's best interests and (iii)
in the case of a criminal proceeding, the individual either (A) had reasonable
cause to believe the individual's conduct was lawful or (B) had no reasonable
cause to believe the individual's conduct was unlawful. The IBCL also permits a
corporation to pay for or reimburse expenses incurred before the final
disposition of the proceeding and permits a court of competent jurisdiction to
order a corporation to indemnify a director or officer if the court determines
that the person is fairly and reasonably entitled to indemnification in view of
all the relevant circumstances, whether or not the person met the standards for
indemnification otherwise provided in the IBCL.

         The Company's Second Amended and Restated Articles of Incorporation
generally provide that any director or officer of the Company or any person who
is serving at the request of the Company as a director, officer, employee or
agent of another entity shall be indemnified and held harmless by the Company to
the fullest extent authorized by the IBCL. The Second Amended and Restated
Articles of Incorporation also provide such persons with certain rights to be
paid by the Company the expenses incurred in defending proceedings in advance of
their final disposition and authorize the Company to maintain insurance to
protect itself and any director, officer, or agent of the Company or any person
who is or was serving at the request of the Company as a director, officer,
partner, trustee, employee or agent of another entity against expense, liability
or loss, whether or not the Company would have the power to indemnify such
person against such expense, liability or loss under the Second Amended and
Restated Articles of Incorporation.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

         The list of Exhibits is incorporated herein by reference to the Index
to Exhibits.

     The Registrant  hereby  undertakes that it will submit or has submitted the
Emmis Operating  Company  401(k)Plan and Emmis Operating Company 401(k) Plan Two
(collectively,  the "Plans") and any amendment  thereto to the Internal  Revenue
Service  ("IRS")  in a  timely  manner  and has made or will  make  all  changes
required  by the IRS in order to  qualify  the Plans  under  Section  401 of the
Internal Revenue Code.

ITEM 9.  UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this registration
                  statement:

                  (i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;

                  (ii)     To reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the registration statement;

                  (iii)    To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the registration statement or any material change to
                           such information in the registration statement;

                  Provided, however, that paragraphs (1)(i) and (1)(ii) do not
                  apply if the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  periodic reports filed with or furnished to the Commission by
                  the Registrant pursuant to Section 13 or Section 15(d) of the
                  Securities Exchange Act of 1934 that are incorporated by
                  reference in the registration statement.

         (2)      That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at the time shall be deemed to be the initial bona
                  fide offering thereof.

         (3)      To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Indianapolis, State of Indiana, on May 30, 2003.

                     EMMIS COMMUNICATIONS CORPORATION

                    By:  /s/ J. Scott Enright
                          --------------------------------------------------
                             J. Scott Enright
                             Vice President, Associate General Counsel
                             and Secretary

                                POWER OF ATTORNEY

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
respective capacities and on the respective dates indicated opposite their
names. Each person whose signature appears below hereby authorizes each of
Jeffrey H. Smulyan and J. Scott Enright, each with full power of substitution,
to execute in the name and on behalf of such person any post-effective amendment
to this Registration Statement and to file the same, with exhibits thereto, and
other documents in connection therewith, making such changes in this
Registration Statement as the registrant deems appropriate, and appoints each of
Jeffrey H. Smulyan and J. Scott Enright, each with full power of substitution,
attorney-in-fact to sign any amendment and any post-effective amendment to this
Registration Statement and to file the same, with exhibits thereto, and other
documents in connection therewith.
Signature                                    Title                               Date
/s/         Jeffrey H. Smulyan           Director, Chairman of the Board, President         May 30, 2003
------------------------------------
    Jeffrey H. Smulyan                   and Chief Executive Officer (Principal
                                         Executive Officer)

/s/             Greg Nathanson           Director                                           May 30, 2003
------------------------------------
    Greg Nathanson

/s/             Gary L. Kaseff           Director and Executive Vice President and          May 30, 2003
--------------------------------------
    Gary L. Kaseff                       General Counsel

/s/           Walter Z. Berger           Director and Executive Vice President,             May 30, 2003
--------------------------------------
    Walter Z. Berger                     Chief Financial Officer and Treasurer
                                      (Principal Financial Officer and Principal
                                         Accounting Officer)

/s/              Susan B. Bayh           Director                                           May 30, 2003
--------------------------------------
    Susan B. Bayh

/s/       Richard A. Leventhal           Director                                           May 30, 2003
--------------------------------------
    Richard A. Leventhal

/s/              Frank V. Sica           Director                                           May 30, 2003
--------------------------------------
    Frank V. Sica

/s/         Lawrence B. Sorrel           Director                                           May 30, 2003
--------------------------------------
    Lawrence B. Sorrel

/s/              Peter A. Lund           Director                                           May 30, 2003
--------------------------------------
    Peter A. Lund
INDEX TO EXHIBITS

Exhibit
  No.               Description of Exhibit

     4.1  Second Amended and Restated  Articles of Incorporation of the Company.
          (The copy of this Exhibit filed as Exhibit 3.1 to the  Company's  Form
          10-K/A for the fiscal year ended  February 29, 2000,  is  incorporated
          herein by reference.  The copy of Exhibit B to the Second  Amended and
          Restated  Articles of  Incorporation of the Company filed as Exhibit 3
          to the  Company's  Form 8-K filed  December  13, 2001 is  incorporated
          herein by reference.)

     4.2  Amended and Restated By-Laws of the Company,  as amended to date. (The
          copy of this Exhibit filed as Exhibit 3.2 to the Company's Form 10-K/A
          for the fiscal year ended February 29, 2000 is incorporated  herein by
          reference.)

     5    Opinion of Baker & Daniels, as to the legality of the securities being
          registered.

     23.1 Consent of Independent Auditors - Ernst & Young LLP

     23.2 Consent of Baker & Daniels  (included  in the Baker & Daniels  Opinion
          filed as Exhibit 5).

     24   Power of Attorney  (included on the Signature Page of the Registration
          Statement).