##### 



UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
 FORM 10-K/A AMENDMENT NO. 1
 (Mark One) x
    
    Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 forthe Fiscal Year Ended February 28, 2003o
    
    Transition Report Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934 for the Transition Period from  to
.
 EMMIS COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
    
    EMMIS OPERATING COMPANY
(Exact name of registrant as specified in its charter)INDIANA
(State of incorporation or organization)
    
    INDIANA
(State of incorporation or organization)0-23264
(Commission file number)
    
    333-62172-13
(Commission file number)35-1542018
(IRS Employer Identification No.)
    
    35-2141064
(IRS Employer Identification No.)ONE EMMIS PLAZA
40 MONUMENT CIRCLE
SUITE 700
INDIANAPOLIS, INDIANA 46204
(Address of principal executive offices)
    
    ONE EMMIS PLAZA
40 MONUMENT CIRCLE
SUITE 700
INDIANAPOLIS, INDIANA 46204
(Address of principal executive offices)(317) 266-0100
(Registrants Telephone Number,
Including Area Code)
    
    (317) 266-0100
(Registrants Telephone Number,
Including Area Code)
 SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: None SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: Class A
common stock, $.01 par value; 6.25% Series A Cumulative Convertible Preferred
Stock, $.01 par value. Indicate by check mark whether the registrant (1) has filed all documents
and reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes x No o. Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 126-2 of the Act). Yes x No o. The aggregate market value of the voting stock held by non-affiliates of
the registrant, as of August 31, 2002, the Registrants most
recently-completed second fiscal quarter, was approximately $738,955,000. The number of shares outstanding of each of the registrants classes of
common stock, as of April 25, 2003, was: 49,134,869
    
    Class A Common Shares, $.01 par value5,030,002
    
    Class B Common Shares, $.01 par value0
    
    Class C Common Shares, $.01 par value
 Emmis Operating Company has 1,000 shares of common stock outstanding as of
April 30, 2003, and all of these shares are owned by Emmis Communications
Corporation.




---



##### 



Explanatory Note: This Amendment No. 1 to the Emmis Communication Corporation and Emmis
Operating Company joint Annual Report on Form 10-K for the fiscal year ended
February 28, 2003 is being filed on Form 10-K/A solely to provide further
clarity and to ensure the completeness of the registrants disclosure with
respect to Item 9A (formerly Item 14) Control and Procedures. Except as noted above, the registrants Annual Report on Form 10-K for
the fiscal year ended February 28, 2003, remains as originally filed with the
Securities and Exchange Commission on May 14, 2003. ii




---



##### 



TABLE OF CONTENTS PAGEPART I  FINANCIAL INFORMATION
    
    
    1ITEM 9A (formerly Item14) CONTROLS AND PROCEDURES
    
    
    1PART II.  OTHER INFORMATION
    
    
    2ITEM 15. EXHIBITS AND REPORTS ON FORM 8-K
    
    
    2Signatures
    
    
    3
 iii




---



##### 



PART I  FINANCIAL INFORMATION ITEM 9A (formerly 14) CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures As of the end of the fiscal year covered by this annual report, the
registrants evaluated the effectiveness of the design and operation of
its disclosure controls and procedures (Disclosure Controls). This
evaluation (the Controls Evaluation) was performed under the supervision
and with the participation of management, including our Chief Executive
Officer (CEO) and Chief Financial Officer (CFO). Based upon the Controls Evaluation, our CEO and CFO concluded that as of
February 28, 2003 our Disclosure Controls are effective to provide reasonable
assurance that information relating to Emmis Communications Corporation and
subsidiaries that is required to be disclosed by us in the reports that we file
or submit, is recorded, processed, summarized and reported, within the time
periods specified in the Securities and Exchange Commissions
rules and forms and is accumulated and communicated to our
management, including our CEO and CFO, or persons performing similar
functions, as appropriate to allow timely decisions regarding
required disclosure. Changes in Internal Control over Financial Reporting During the last fiscal quarter covered by this annual report, there were
no changes in the registrants internal control over financial reporting that
have materially affected, or are reasonably likely to materially affect, the
registrants internal control over financial reporting. It should be noted that any control system, no matter how well designed
and operated, can provide only reasonable, not absolute, assurance that the
control systems objectives will be met. 1




---



##### 



PART II.  OTHER INFORMATION ITEM 15. EXHIBITS AND REPORTS ON FORM 8-K  A.
    
    Exhibits The following exhibits are being filed as part of this Annual Report on
Form 10-K/A: 31.1
    
    Certification of Jeffrey H. Smulyan as Chairman of the Board,
President and Chief Executive Officer of Emmis Communications
Corporation, pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.31.2
    
    Certification of Walter Z. Berger as Executive Vice President, Chief
Financial Officer and Treasurer of Emmis Communications Corporation,
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.3
    
    Certification of Jeffrey H. Smulyan as Chairman of the Board,
President and Chief Executive Officer of Emmis Operating Company,
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.4
    
    Certification of Walter Z. Berger as Executive Vice President, Chief
Financial Officer and Treasurer of Emmis Operating Company, pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Jeffrey H. Smulyan as Chairman of the Board,
President and Chief Executive Officer of Emmis Communications
Corporation, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification of Walter Z. Berger as Executive Vice President and
Chief Financial Officer of Emmis Communications Corporation, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.3
    
    Certification of Jeffrey H. Smulyan as Chairman of the Board,
President and Chief Executive Officer of Emmis Operating Company,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.32.4
    
    Certification of Walter Z. Berger as Executive Vice President and
Chief Financial Officer of Emmis Operating Company, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
  B.
    
    Reports on Form 8-K None. 2




---



##### 



Signatures Pursuant to the requirements of Section 13 or 15(d) 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 CORPORATIONBy:
    /s/ Jeffrey H. SmulyanJeffrey H. SmulyanDate:   May 14, 2004
    
    Chairman of the  Board




---



##### 



Signatures Pursuant to the requirements of Section 13 or 15(d) 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 OPERATING COMPANYBy:
    /s/ Jeffrey H. SmulyanJeffrey H. SmulyanChairman of the  BoardDate:   May 14, 2004 4