Exhibit 3.2

                              AMENDED AND RESTATED
                                 CODE OF BY-LAWS
                                       OF
                        EMMIS COMMUNICATIONS CORPORATION

                     (As Amended Through December 17, 2002)


                                    ARTICLE I
                                    ---------
                           Identification and Offices
                           --------------------------

     Section 1.1.  Name.  The name of the  Corporation  is Emmis  Communications
Corporation (hereinafter referred to as the "Corporation").

     Section 1.2.  Registered Office. The registered office and registered agent
of the  Corporation is as provided and designated in the  Corporation's  Amended
and Restated Articles of Incorporation,  as the same may be amended from time to
time (the "Articles"). The Board of Directors may, from time to time, change its
registered  office  or  registered  agent . On or  before  the day that any such
change is to become effective,  a certificate of such change shall be filed with
the Secretary of State of the State of Indiana.

     Section 1.3. Other Offices. The Corporation may establish and maintain such
other offices,  within or without the State of Indiana, as are from time to time
authorized by the Board of Directors. The principal office of the Corporation is
One Emmis Plaza, Suite 700, 40 Monument Circle, Indianapolis, Indiana 46204.


                                   ARTICLE II
                                   ----------
                            Meetings of Shareholders
                            ------------------------

     Section  2.1.  Place of Meeting.  All meetings of the  shareholders  of the
Corporation  (the  "Shareholders")  shall be held at the principal office of the
Corporation in the State of Indiana or at such other place within or without the
State of Indiana  as may be fixed  from time to time by the Board of  Directors,
the Chairman of the Board or the President.

     Section 2.2. Annual Meeting.  The annual meeting of the Shareholders  shall
be held each year  within six (6) months  after the end of the  previous  fiscal
year for the purpose of electing Directors and for the transaction of such other
business as may properly  come before the annual  meeting.  If for any reason an
annual meeting is not held during the time period herein  provided,  such annual
meeting maybe held at any time  thereafter,  or the business to be transacted at
such annual meeting may be transacted at any special meeting of the Shareholders
called for that purpose.

<PAGE>

     Section 2.3.  Special  Meetings.  Special meetings of all Shareholders or a
class of Shareholders for any purpose or purposes,  unless otherwise  prescribed
by law or the  Articles,  may be  called  by  the  Chairman  of the  Board,  the
President or the Board of Directors.

     Section 2.4. Notice of Meetings. Written notice of the place, date and hour
of each meeting of the Shareholders  and, in the case of a special meeting,  the
purpose  or  purposes  for which  such  meeting  is  called,  shall be mailed or
delivered,  not less than ten (10) days nor more than  sixty  (60) days prior to
the meeting,  to each  Shareholder of record entitled to notice of such meeting.
If such notice is mailed, it shall be deemed to have been given to a Shareholder
when  deposited in the United  States mail,  postage  prepaid,  addressed to the
Shareholder at his address as it appears on the records of  Shareholders  of the
Corporation.  No notice shall be required to be given by mail or otherwise where
the meeting is an adjourned  meeting and the date, time and place of the meeting
were announced at the time of adjournment.

     Section  2.5.  Waiver of  Notice.  Notice of any  meeting  may be waived in
writing by a Shareholder before or after the date and time stated in the notice.
Attendance  by a  Shareholder  at a meeting  in person  or by proxy  waives  (i)
objection  to lack of  notice or  defective  notice of the  meeting  unless  the
Shareholder  at the  beginning of the meeting  objects to holding the meeting or
transacting  business at the meeting,  and (ii) objection to  consideration of a
particular  matter at the  meeting  that is not within the  purpose or  purposes
described in the meeting notice,  unless the Shareholder  objects to considering
the matter when it is presented.

     Section 2.6. Quorum;  Adjourned  Meetings.  Except as otherwise required by
law,  the  presence in person or by proxy of the holders of record of a majority
of the combined  voting power of the  outstanding  shares  entitled to vote at a
meeting of the  Shareholders  shall  constitute a quorum for the  transaction of
business at such  meeting.  In case a quorum  shall not be present at a meeting,
those  present may adjourn to such day as they shall,  by majority  vote,  agree
upon,  without notice other than  announcement  at the meeting of the date, time
and place of the adjourned  meeting,  unless the date of the  adjourned  meeting
requires  that the Board of Directors fix a new record date  therefor,  in which
case notice of the adjourned  meeting shall be given.  At adjourned  meetings at
which a quorum is present,  any business may be transacted which might have been
transacted at the meeting as originally noticed. Once a quorum is present during
the  meeting,   the  Shareholders  may  continue  to  transact   business  until
adjournment  notwithstanding the withdrawal of enough Shareholders to leave less
than a quorum.

     Section 2.7. Voting. At each meeting of the Shareholders, every Shareholder
entitled to vote shall have the right to vote either in person or by proxy,  but
no proxy shall be valid  after  eleven  (11)  months  unless a longer  period is
expressly provided in the appointment.  Upon the demand of any Shareholder,  the
vote upon any question  before the meeting shall be by ballot.  A plurality vote
of the voting power of the outstanding  shares that are entitled to vote for the
election  of a Director  and that are  represented  in person or by proxy at any
meeting at which a quorum for such  election is present,  shall be sufficient to
elect the  Director.  On all other  matters,  the  action or  question  shall be
decided  by  the  vote  of a  majority  of  the  combined  voting  power  of the
outstanding  shares represented in person or by proxy at the meeting at the time
of the vote, except as otherwise required by law, the Articles or these By-Laws.

<PAGE>

     Section 2.8.  Closing of Books.  The Board of Directors may fix a time, not
exceeding  seventy (70) days preceding the date of any meeting of  Shareholders,
as a record date for the  determination of the  Shareholders  entitled to notice
of, and to vote at, such meeting,  notwithstanding any transfer of shares on the
books of the Corporation  after any record date so fixed. The Board of Directors
may close the books of the Corporation against the transfer of shares during the
whole or any part of such  period.  If the  Board  of  Directors  fails to fix a
record date for determination of the Shareholders  entitled to notice of, and to
vote  at,  any  meeting  of  Shareholders,  the  record  date  shall be the date
specified  by the  Chairman  of the  Board or the  President  in his call of the
meeting  or, if no such  date is so  specified,  the  record  date  shall be the
twentieth (20th) day preceding the date of such meeting.

     Section 2.9. Organization of Meetings. The Chairman of the Board, or in his
absence any person  appointed by the Chairman of the Board, or if no such person
is appointed,  any person chosen by the Board of Directors  shall preside at and
act as chairman of all meetings of the  Shareholders;  and the Secretary,  or in
his  absence any person  appointed  by the  Chairman of the Board,  shall act as
secretary  of the  meeting.  The  order of  business  and all other  matters  of
procedure  at every  meeting  of the  Shareholders  shall be  determined  by the
presiding officer.

     Section 2.10.  Shareholder  List.  The Secretary  shall prepare before each
meeting a complete list of the Shareholders  entitled to notice of such meeting,
arranged in  alphabetical  order by class of shares  (and each  series  within a
class),  and showing  the address of, and the number of shares  entitled to vote
held by, each Shareholder (the "Shareholder List"). Beginning five business days
before the meeting and continuing  throughout the meeting,  the Shareholder List
shall be on file at the Corporation's  principal office or at a place identified
in the meeting  notice in the city where the meeting will be held,  and shall be
available for inspection by any Shareholder  entitled to vote at the meeting. On
written demand,  made in good faith and for a proper purpose and describing with
reasonable  particularity the Shareholder's purpose, and if the Shareholder List
is directly  connected with the  Shareholder's  purpose,  a Shareholder (or such
Shareholder's  agent or attorney  authorized  in  writing)  shall be entitled to
inspect and to copy the Shareholder  List,  during regular business hours and at
the Shareholder's  expense,  during the period the Shareholder List is available
for  inspection.  The original  stock  register or transfer book, or a duplicate
thereof kept in the State of Indiana,  shall be the only  evidence as to who are
the Shareholders entitled to examine the Shareholder List, or to notice of or to
vote at any meeting.

     Section 2.11. Shareholder Proposals.

     (a)  Nominations  for the election of Directors  and  proposals for any new
business to be taken up at any annual meeting of Shareholders may be made by the
Board of Directors of the  Corporation or by any  Shareholder of the Corporation
entitled to vote on the matter proposed or the Director to be elected.  In order
for a Shareholder of the  Corporation  to make any such  nomination or proposal,
the  Shareholder  shall give  notice  thereof  in  writing  to the  Corporation,
delivered or mailed by first class  United  States mail,  postage  prepaid.  The
notice  must be  received  by the  Secretary  of the  Corporation  not less than
forty-five (45) days before the one-year anniversary of the date the Corporation
first  mailed  its  proxy  materials  for the prior  year's  annual  meeting  of
shareholders; provided, however, that:

<PAGE>

          (1)  if the month and day of an annual meeting of Shareholders is more
               than  thirty  (30)  days  earlier  than the  month and day of the
               annual meeting of shareholders  for the prior year, the Secretary
               of the  Corporation  shall have received such written notice from
               the  Shareholder  on or before the close of business on the tenth
               day following the date of first public  announcement  of the date
               of the annual meeting; and

          (2)  if the month and day of an annual meeting of Shareholders is more
               than  thirty (30) days later than the month and day of the annual
               meeting of shareholders  for the prior year, the Secretary of the
               Corporation  shall have  received  such  written  notice from the
               Shareholder  on  or  before  the  close  of  business  on a  date
               forty-five  (45) days before the actual  first date of mailing of
               the  Corporation's  proxy  materials  for the  annual  meeting of
               shareholders for the current year.

     (b) Any notice of a nomination or proposal  pursuant to  subsection  (a) of
this Section 2.11 shall include or be accompanied by a written  statement  which
shall set forth:

          (1)  as to each person whom the  Shareholder  proposes to nominate for
               election or reelection as a Director, all information relating to
               such person that is required be  disclosed  in  solicitations  of
               proxies for election of Directors,  or is otherwise required,  in
               each  case  pursuant  to  Regulation  14A  under  the  Securities
               Exchange Act of 1934, as amended (the "Exchange Act"),  including
               such  person's  written  consent  to  being  named  in the  proxy
               statement as a nominee and to serving as a Director if elected;

          (2)  as to any other business that the  Shareholder  proposes to bring
               before the meeting, a concise description of the business desired
               to be brought before the meeting, the reasons for conducting such
               business  at the  meeting  and  any  material  interest  in  such
               business  of such  Shareholder  and of the  beneficial  owner  or
               owners, if any, on whose behalf the proposal is made; and

          (3)  as to each Shareholder giving the notice and beneficial owner, if
               any, on whose behalf the  nomination or proposal is made, (A) the
               name and  address  of such  Shareholder,  as they  appear  on the
               Corporation's  books,  and of such  beneficial  owner and (B) the
               number of each class of shares of the Corporation which are owned
               beneficially   and  of  record  by  such   Shareholder  and  such
               beneficial owner.

     (c) Notwithstanding  anything in subsection (a) of this Section 2.11 to the
contrary,  if the number of Directors to be elected to the Board of Directors is
increased  and there is no public  announcement  naming all of the  nominees for
Director or  specifying  the size of the  increased  Board of Directors at least
fifty-five  (55) days  prior to the first  anniversary  of the first  mailing of
proxy materials by the Corporation  for the preceding  year's annual meeting,  a
Shareholder's notice required

<PAGE>

by this Section 2.11 shall also be considered  timely,  but only with respect to
nominees for any new positions created by such increase, if it shall be received
by the Secretary at the principal executive offices of the Corporation not later
than the close of  business  on the tenth day  following  the day on which  such
public announcement is first made by the Corporation.

     (d) Only such persons who are nominated in accordance  with the  procedures
set forth in this  Section  2.11 shall be eligible to serve as  Directors.  Only
such business shall be conducted at a meeting of Shareholders as shall have been
brought  before the meeting in accordance  with the procedures set forth in this
Section  2.11.  The  chairman of the meeting has the power and duty to determine
whether a nomination or any business  proposed to be brought  before the meeting
was made in accordance  with the  procedures set forth in this Section 2.11 and,
if any proposed  nomination or business is not in  compliance  with this Section
2.11, to declare that such defective nomination or proposal be disregarded.

     (e)  For  purposes  of  this  Section  2.11,  "public  announcement"  means
disclosure in a press release reported by the Dow Jones News Service, Associated
Press  or  comparable  news  service  or in a  document  publicly  filed  by the
Corporation with the Securities and Exchange  Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.

     (f)  Notwithstanding  the  foregoing  provisions  of this  Section  2.11, a
Shareholder shall also comply with all applicable  requirements of state law and
the Exchange Act and the rules and  regulations  thereunder  with respect to the
matters set forth in this  Section  2.11.  Nothing in this Section 2.11 shall be
deemed to affect any rights of Shareholders to request inclusion of proposals in
the Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act.

     (g) The chairman of any meeting of Shareholders  may, if the facts warrant,
determine and declare at such meeting that a nomination or proposal was not made
in  accordance  with  the  foregoing  procedure,  and,  if he or she  should  so
determine,  he or  she  shall  so  declare  at the  meeting  and  the  defective
nomination or proposal shall be  disregarded.  This provision  shall not require
the holding of any adjourned or special meeting of Shareholders  for the purpose
of considering such defective nomination or proposal.

     (h)  During any  period of time in which the  holders of the  Corporation's
6.25% Series A Cumulative  Convertible  Preferred Stock (the "Preferred  Stock")
are  entitled  to  vote  for  Directors  under  the  Corporation's  Articles  of
Incorporation,  as amended from time to time, the number of Directors  specified
in Section  3.2(a) shall be  automatically  increased by two (2). As soon as the
holders of the Preferred Stock are no longer entitled to vote for Directors, the
term of any  Director  elected  by the  holders  of the  Preferred  Stock  shall
automatically  expire and the number of Directors shall automatically  return to
the number specified in Section 3.2(a).

<PAGE>

                                   ARTICLE III
                                   -----------
                             The Board of Directors
                             ----------------------

     Section 3.1.  General  Powers.  The business and affairs of the Corporation
shall be managed by or under the  authority of its Board of Directors  which may
exercise  all such  powers of the  Corporation  and do all such  lawful acts and
things as are not by law, the Articles or these By-Laws required to be exercised
or done by the Shareholders.

     Section 3.2. Number, Qualification and Term of Office.

     (a)  The Corporation  shall have nine (9) directors (the  "Directors")  who
          need not be Shareholders.

     (b)  Effective as of the annual meeting of  Shareholders in 2000, the Board
          of Directors shall be divided into three (3) classes, designated Class
          I, Class II and Class III, as nearly equal in number as possible.  The
          number of Class A  Directors  in each  class  shall  also be as nearly
          equal in number as  possible.  The initial term of office of directors
          in Class I will expire at the annual meeting of  shareholders in 2001.
          The initial term of office of directors in Class II will expire at the
          annual meeting of  shareholders in 2002. The initial term of office of
          directors  in  Class  III  will  expire  at  the  annual   meeting  of
          shareholders in 2003. At each annual election  beginning at the annual
          meeting  of  shareholders  in 2001,  the  successors  to the  class of
          directors  whose term then expires shall be elected to hold office for
          a term of three (3) years and until his or her  successor  is  elected
          and  qualified or until his or her earlier  resignation,  removal from
          office or death.  This  subsection (b) does not apply to any directors
          elected  pursuant  to special  voting  rights of one or more series of
          Preferred Stock.

     (c)  The  Chairman  of the Board shall  preside at each Board of  Directors
          meeting,  and in his absence,  any person appointed by the Chairman of
          the  Board  shall  preside  at  the  meeting.  If no  such  person  is
          appointed,  any  person  appointed  by the  Board of  Directors  shall
          preside at the meeting.

     Section 3.3. Annual Board Meeting. Unless otherwise determined by the Board
of Directors,  the Board of Directors shall meet each year immediately after the
annual  meeting of the  Shareholders,  at the place  where  such  meeting of the
Shareholders  has been  held,  for the  purpose  of  organization,  election  of
officers and  consideration  of any other  business that may properly be brought
before  such  annual  meeting  of the Board of  Directors.  No  notice  shall be
necessary for the holding of the annual  meeting of the Board of  Directors.  If
the annual meeting of the Board of Directors is not held as above provided,  the
election of officers may be held at any subsequent duly  constituted  meeting of
the Board of Directors.

     Section  3.4.  Regular  Board  Meetings.  Regular  meetings of the Board of
Directors  may be held at stated times or from time to time,  and at such place,
either  within or outside the State of Indiana,  as the Board of  Directors  may
determine, without call and without notice.

     Section  3.5.  Special  Board  Meetings.  Special  meetings of the Board of
Directors  shall be held  whenever  called by the  Chairman  of the Board or the
President, at such place (within or outside the State of Indiana), date and hour
as specified in the respective notices of such meetings. Special

<PAGE>

meetings  of the Board of  Directors  may be called on  twenty-four  (24)  hours
notice  if  notice  is given to each  Director  personally  or by  telephone  or
telecopier, or on five (5) days notice if notice is mailed to each Director.

     Section  3.6.  Waiver of Notice and Assent.  A Director may waive notice of
any meeting of the Board of  Directors  before or after the date and time of the
meeting  stated in the notice by a written  waiver  signed by the  Director  and
filed with the minutes or  corporate  records.  A  Director's  attendance  at or
participation  in a meeting shall  constitute a waiver of notice of such meeting
and  assent  to any  corporate  action  taken at such  meeting,  unless  (i) the
Director at the beginning of the meeting (or promptly upon his arrival)  objects
to the holding the  meeting of or  transacting  business at the meeting and does
not  thereafter  vote for or  assent to action  taken at the  meeting;  (ii) the
Director's dissent or abstention from the action taken is entered in the minutes
of such meeting; or (iii) the Director delivers written notice of his dissent or
abstention to the presiding  office at such meeting before its adjournment or to
the  Secretary  immediately  after  its  adjournment.  The right of  dissent  or
abstention  is not  available  to a  Director  who votes in favor of the  action
taken.

     Section 3.7. Quorum. At all meetings of the Board of Directors,  a majority
of the total number of Directors  specified in Section 3.2(a) shall constitute a
quorum  for the  transaction  of any  business,  except (i) as  provided  in the
Articles,  (ii) for the purpose of filling  vacancies,  a majority of  Directors
then in office shall constitute a quorum,  and (iii) a lesser number may adjourn
a meeting from time to time until a quorum is present.  The act of a majority of
the Directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors,  except as otherwise provided by law, the Articles or
these By-Laws.

     Section  3.8.   Conference   Communications.   Any  or  all  Directors  may
participate in any meeting, or of any duly authorized committee of Directors, by
any means of communications  through which the Directors may simultaneously hear
each other during such meeting.  For the purposes of  establishing  a quorum and
taking any action at the meeting, such Directors  participating pursuant to this
Section 3.8 shall be deemed  present in person at the meeting,  and the place of
the meeting shall be the place of origination of the conference communication.

     Section 3.9. Vacancies; Newly Created Directorships.  Any vacancy occurring
in the Board of Directors,  including any vacancy  resulting from an increase in
the number of Directors,  may be filled by a majority vote of the Directors then
in office,  although less than a quorum. A Director elected to fill a vacancy or
a newly  created  Directorship  shall hold office until his  successor  has been
elected and qualified or until his earlier death, resignation or removal.

     Section 3.10. Removal.

     (a) A  Director  other  than a  Class  A  Director  may be  removed  by the
shareholders  only for cause and only if the removal has been approved by an 80%
majority of the  combined  voting  power of the shares  entitled to vote for the
election of such Director,  cast at a special meeting of the shareholders called
for that  purpose.  A Class A Director  may be removed by the holders of Class A
Shares as provided in Section  7.4(b) of the Articles only for cause and only if
the removal has been  approved by the holders of an 80%  majority of the Class A
Shares,  cast at a special meeting of the shareholders  called for that purpose.
Cause for removal exists only if:

          (1)  the director  whose  removal is proposed has been  convicted of a
               felony by a court of competent jurisdiction and the conviction is
               no longer subject to direct appeal; or

          (2)  the director whose removal is proposed has been  adjudicated by a
               court of competent  jurisdiction  to be liable for  negligence or
               misconduct in the performance of his duty to the Corporation in a
               matter of  substantial  importance  to the  Corporation,  and the
               adjudication is not longer subject to direct appeal.

     (b) This  section  does not  apply to any  directors  elected  pursuant  to
special voting rights of one or more series of Preferred Stock.

     (c)  Removal of a Director  by the Board of  Directors  shall  require  the
affirmative vote of the number of Directors constituting a majority of the total
authorized number of Directors.

     Section 3.11. Committees.  A resolution approved by the affirmative vote of
a  majority  of the Board of  Directors  may  establish  committees  having  the
authority  of the Board of Directors  in the  management  of the business of the
Corporation to the extent  provided in the resolution and may appoint members of
the Board of Directors to serve of them. Committees are subject to the direction
and control of, and vacancies in the membership  thereof shall be filled by, the
Board,  except as  otherwise  provided  by law. A majority  of the  members of a
committee  present  at a meeting is a quorum for the  transaction  of  business,
unless a larger or smaller  proportion  or number is  provided  in a  resolution
approved by the Board of Directors.

     Section 3.12.  Written Action. Any action required or permitted to be taken
at a  meeting  of the Board of  Directors  may be taken  without a meeting  if a
consent in writing setting forth the action so taken is signed by all members of
the Board of  Directors,  and such written  consent is filed with the minutes of
the  proceedings.  Such action  shall be effective on the date on which the last
signature  is  placed on such  writing  or  writings  or such  earlier  or later
effective date as is set forth therein.

     Section 3.13.  Resignations.  Any Director may resign at any time by giving
written notice to the Secretary.  Such resignation shall take effect at the time
of receipt of such  notice or at any later time  specified  therein,  and unless
otherwise  specified  therein,  the acceptance of such resignation  shall not be
necessary to make it effective.

     Section 3.14.  Compensation of Directors.  By resolution of the Board, each
Director may be paid his expenses,  if any, of attendance at each meeting of the
Board of  Directors,  and may be paid a stated amount as Director or a fixed sum
for  attendance  at each  meeting of the Board of  Directors,  or both.  No such
payment  shall  preclude a Director  from serving the  Corporation  in any other
capacity and  receiving  compensation  therefor.  Members of special or standing
committees  may be allowed,  pursuant to  resolution  by the Board of Directors,
like compensation for attending committee meetings.

<PAGE>

                                   ARTICLE IV
                                   ----------
                                    Officers
                                    --------

     Section 4.1. Number. The officers of the Corporation shall be chosen by the
Board of Directors  and shall include a Chairman of the Board,  a President,  at
least one Executive Vice President, a Secretary,  and a Treasurer.  The Board of
Directors may also choose  additional  Executive  Vice  Presidents,  one or more
Divisional  Presidents,  Vice  Presidents,  Assistant  Secretaries  or Assistant
Treasurers,  or such other  officers as they may deem  advisable.  Any number of
offices may be held by the same person.

     Section  4.2.  Election,  Term of Office and  Qualifications.  The Board of
Directors shall elect the officers of the  Corporation,  each of whom shall have
the powers,  rights, duties,  responsibilities,  and terms in office provided in
these  By-Laws or in a  resolution  of the Board of Directors  not  inconsistent
herewith.  Except for the Chairman of the Board,  no officer need be a Director.
The President and all other officers,  except the Chairman of the Board, who may
be Directors, shall continue to hold office until the election and qualification
of their successors, notwithstanding an earlier termination of the directorship.

     Section  4.3.  Removal and  Vacancies.  Any officer may be removed from his
office at any time,  with or without cause, by majority vote of the entire Board
of Directors.  Such removal, however, shall be without prejudice to the contract
rights of the person so removed. If there is a vacancy among the officers of the
Corporation by reason of death, resignation, or otherwise, such vacancy shall be
filled for the unexpired term by the Board of Directors

     Section  4.4.  The  Chairman  of the Board.  The  Chairman  of the Board of
Directors shall be the chief executive officer of the Corporation.  The Chairman
of the Board shall preside at all meetings of the Shareholders and Directors and
shall have such other duties as may be prescribed from time to time by the Board
of  Directors.  He may execute and deliver in the name of the  Corporation,  any
deeds,  mortgages,  bonds,  contracts  or other  instruments  pertaining  to the
business  of the  Corporation  unless the  authority  to execute  and deliver is
required  by law to be  exercised  by  another  person  or is  delegated  by the
Articles or these  By-Laws or by the Board of Directors to some other officer or
agent of the Corporation.

     Section 4.5. President.  The President shall have general active management
of the business of the Corporation. In the absence of the Chairman of the Board,
he shall preside at all meetings of the Shareholders and Directors. He shall see
that all orders and  resolutions  of the Board of  Directors  are  carried  into
effect. He may execute and deliver,  in the name of the Corporation,  any deeds,
mortgages,  bonds, contracts, or other instruments pertaining to the business of
the Corporation  unless such authority to execute and deliver is required by law
to be  exercised  by another  person or is  delegated  by the  Articles or these
By-Laws  or by the Board of  Directors  to some  other  officer  or agent of the
Corporation.  He shall maintain records of and, whenever necessary,  certify all
proceedings  of the Board of  Directors  and the  Shareholders,  and in general,
shall perform all duties  usually  incident to the office of the  President.  He
shall have such other duties as may be prescribed from time to time by the Board
of Directors.

<PAGE>

     Section 4.5.1. Radio Division President.  The Radio Division President,  if
one is elected,  shall have general active management of all radio operations of
the Corporation. He may execute and deliver, in the name of the Corporation, any
deeds,  mortgages,  bonds,  contracts,  or other  instruments  pertaining to the
business  of the  Corporation  unless the  authority  to execute  and deliver is
required  by law to be  exercised  by  another  person  or is  delegated  by the
Articles or By-Laws or by the Board of Directors to some other  officer or agent
of the  Corporation.  He shall have such other duties as may be prescribed  from
time to time by the Board of Directors.

     Section 4.5.2. International Division President. The International Division
President,  if one is  elected,  shall have  general  active  management  of all
international operations of the Corporation.  He may execute and deliver, in the
name of the  Corporation,  any  deeds,  mortgages,  bonds,  contracts,  or other
instruments  pertaining to the business of the Corporation  unless the authority
to execute and deliver is required by law to be exercised  by another  person or
is  delegated  by the  Articles or By-Laws or by the Board of  Directors to some
other  officer or agent of the  Corporation.  He shall have such other duties as
may be prescribed from time to time by the Board of Directors.

     Section 4.5.3.  Television  Division  President.  The  Television  Division
President,  if one is  elected,  shall have  general  active  management  of all
television  operations of the  Corporation.  He may execute and deliver,  in the
name of the  Corporation,  any  deeds,  mortgages,  bonds,  contracts,  or other
instruments  pertaining to the business of the Corporation  unless the authority
to execute and deliver is required by law to be exercised  by another  person or
is  delegated  by the  Articles or By-Laws or by the Board of  Directors to some
other  officer or agent of the  Corporation.  He shall have such other duties as
may be prescribed from time to time by the Board of Directors.

     Section 4.6.  Executive  Vice  Presidents  and other Vice  Presidents.  The
Executive Vice Presidents and any other Vice  Presidents  shall have such powers
and shall  perform such duties  specified in these  By-Laws or prescribed by the
Board of  Directors  or the  President.  Any  Executive  Vice  President or Vice
President may execute and deliver,  in the name of the  Corporation,  any deeds,
mortgages,  bonds, contracts, or other instruments pertaining to the business of
the  Corporation  unless the authority to execute and deliver is required by law
to be exercised by another  person or is delegated by the Articles or By-Laws or
by the Board of Directors to some other officer or agent of the Corporation.

     Section 4.7.  Secretary.  The Secretary shall be the secretary of and shall
attend  all  meetings  of the  Shareholders  and Board of  Directors  record all
proceedings  of such  meetings in the minute book of the  Corporation.  He shall
give proper notice of meetings of Shareholders  and Directors.  He shall perform
such  other  duties  as may be  prescribed  from  time to time by the  Board  of
Directors.

     Section 4.8. Assistant Secretary.  The Assistant  Secretary,  if any, or if
there shall be more then one, the Assistant  Secretaries in the order determined
by the Board of Directors, the Chairman of the Board or the President,  shall in
the absence or disability of the  Secretary,  perform such other duties and have
such powers and duties as the Board of Directors or the President may prescribed
from time to time.  An Assistant  Secretary  may attest to the  execution by the
Corporation of all documents.

<PAGE>

     Section 4.9. Treasurer. The Treasurer shall maintain a correct and complete
record of account showing accurately at all times the financial condition of the
Corporation.  The Treasurer shall be the legal  custodian of all monies,  notes,
securities  and  other  valuables  which  may from  time to time  come  into the
possession of the Corporation. The Treasurer shall immediately deposit all funds
of the  Corporation  coming  into  his  hands  in some  reliable  bank or  other
depositary  to be  designated by the Board of Directors and shall keep such bank
account in the name of the  Corporation  and shall  perform such other duties as
may be prescribed from time to time by the Board of Directors or the President.

     Section 4.10.  Assistant Treasurer.  The Assistant  Treasurer,  or if there
shall be more than one, the Assistant  Treasurers in the order determined by the
Board of Directors or the  President,  shall in the absence or disability of the
Treasurer, perform the duties and exercise the powers of the Treasurer and shall
perform  such  other  duties  and have such  powers  and  duties as the Board of
Directors or the President may prescribe from time to time.

     Section  4.11.  Delegation  of  Authority.  In the case of the  absence  or
disability  of the  Chairman of the Board,  the  President,  the Radio  Division
President,  the Television Division President, the Executive Vice Presidents and
other Vice Presidents  shall succeed to the President's  power and duties in the
order  designated by the Board of Directors or the Chairman of the Board. In the
case of the  absence of any  officer or for any other  reason  that the Board of
Directors may deem sufficient, the Board of Directors may delegate the powers or
duties of such  officer to any other  officer or to any  Director,  for the time
being, provided a majority of the entire Board concurs therein.


<PAGE>


                                    ARTICLE V
                                    ---------
                              Certificates of Stock
                              ---------------------

     Section 5.1.  Certificates of Stock. All shares of the Corporation shall be
certificated  shares. Every holder of stock in the Corporation shall be entitled
to have a certificate signed by the Chairman of the Board, the President, or the
Executive Vice President and the Secretary or an Assistant Secretary, certifying
the number of shares owned by him in the Corporation.  The certificates of stock
shall be number in the order of their issue.  Each  certificate  shall set forth
the number  and class of shares and  series,  if any,  and shall  state that the
Corporation  will furnish  information  relating to the rights,  preferences and
limitations of the class or series upon request.

     Section 5.2.  Issuance of Shares.  The Board of Directors is  authorized to
cause to be issued shares of the Corporation up to the full amount authorized by
the  Articles  in such  amounts  as  determined  by the Board of  Directors  and
permitted by law. If shares are issued for  promissory  notes or for promises to
render  services  in  the  future,   the  Corporation   must  comply  with  I.C.
23-1-53-2(b).

     Section 5.3. Facsimile  Signatures.  Where a certificate is signed (i) by a
transfer  agent or an  assistant  transfer  agent,  or (ii) by a transfer  clerk
acting on behalf of the  Corporation,  and a  registrar,  the  signature  of the
Chairman of the Board, the President, the Vice President, Secretary or Assistant
Secretary may be a facsimile. In case any officer or officers who have signed or
whose facsimile  signature or signatures have been used on any such  certificate
or certificates  shall cease to be such officer or officers of the  Corporation,
such  certificate or certificates may nevertheless be adopted by the Corporation
and be issued and  delivered  as though the  person or persons  who signed  such
certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such officer or officers of the Corporation.

     Section 5.4. Lost or Destroyed  Certificates.  Any  Shareholder  claiming a
certificate  for shares to be lost,  stolen or destroyed shall make an affidavit
of that fact in such form as the Board of  Directors,  the Chairman of the Board
or  President  shall  require and shall,  if the Board of Directors so requires,
give the  Corporation a bond of indemnity in a form, in an amount,  and with one
or more sureties  satisfactory  to the Board of  Directors,  the Chairman of the
Board or the President, to indemnify the Corporation against any claim which may
be made  against it on account of the reissue of such  certificate,  whereupon a
new  certificate  may be  issued in the same  tenor  and for the same  number of
shares as the one alleged to have been lost, stolen or destroyed.

     Section  5.5.  Transfers  of  Stock.  Subject  to the power of the Board of
Directors under Article XI of the Articles to provide certain transfers of stock
ownership  to  Aliens  (as  defined  in the  Articles),  upon  surrender  to the
Corporation or the transfer agent of the Corporation of a certificate for shares
fully endorsed or accompanies  by proper  evidence of succession,  assignment or
authority to transfer,  it shall be the duty of the  Corporation  to issue a new
certificate  to the person  entitled  thereto,  cancel the old  certificate  and
record the transaction upon its books.

     Section 5.6. Registered Shareholders.  The Corporation shall be entitled to
recognize the exclusive  right of a person  registered on its books as the owner
of shares to receive  dividends,  and to vote as such owner,  and to hold liable
for  calls  and  assessments  a person  registered  on its books as

<PAGE>

the owner of shares,  and shall not be bound to recognize any equitable or other
claim to or  interest  in such share or shares on the part of any other  person,
whether  or not it  shall  have  express  or other  notice  thereof,  except  as
otherwise provided by law.

     Section  5.7.  Restrictions  on  Ownership,  Voting and  Transfer  Right to
Redeem. Article XI of the Articles restricts the ownership,  voting and transfer
of shares of capital stock of the Corporation to the extent necessary to prevent
ownership  of such shares by Aliens from  violating  the  Communications  Act of
1934, as amended (the "Communications  Act"), and the regulations of the Federal
Communications  Commission (the "FCC Regulations").  In addition,  Article XI of
the  Articles  entitles  the  Corporation  to  redeem  shares of  capital  stock
determined  by the Board of  Directors to be owned  beneficially  by an Alien or
Aliens if such ownership  violates the  Communications  Act or FCC  Regulations.
Each certificate  representing  shares of capital stock of the Corporation shall
contain a legend  referencing such restrictions and right to redeem set forth in
Article XI of the Articles.


                                   ARTICLE VI
                                   ----------
                               General Provisions
                               ------------------

     Section  6.1.  Dividends.  Subject  to  applicable  law and  the  Articles,
dividends upon the capital stock of the Corporation may be declared by the Board
of  Directors  at any  regular or special  meeting  and may be paid in cash,  in
property or in shares of the capital stock.

     Section 6.2.  Record Date.  Subject to any provisions of the Articles,  the
Board of  Directors  may fix a date not more than 120 days before the date fixed
for the payment of any dividend as the record date for the  determination of the
Shareholders  entitled to receive  payment of the  dividend,  and, in such case,
only  Shareholders  of record on the date so fixed  shall be entitled to receive
payment of such dividend  notwithstanding any transfer of shares on the books of
the  Corporation  after the record date.  The Board of  Directors  may close the
books of the Corporation  against the transfer of shares during the whole or any
part of such period.

     Section 6.3. Checks.  All agreements,  checks or demands for money or notes
of the  Corporation  shall be signed by such  officer of  officers or such other
person or persons as the Board of Directors may from time to time designate.  If
no such  designation  is made,  they may be signed by either the Chairman of the
Board, the President,  any Division President, any Executive Vice President, any
Vice President,  the Secretary,  any Assistant  Secretary,  the Treasurer or any
Assistant Treasurer, singly.

     Section 6.4. Fiscal Year. The fiscal year of the Corporation shall be fixed
by  resolution  of  the  Board  and in  the  absence  of  such  resolution,  the
Corporation shall have a February 28/29 fiscal year.

     Section 6.5. Seal. The Corporation shall have no corporate seal.

<PAGE>

                                   ARTICLE VII
                                   -----------
                                   Amendments
                                   ----------

     Section 7.01. Any amendment of these By-Laws shall require  approval by the
number of  Directors  constituting  a majority of the total  number of Directors
specified in Section 3.2(a).

     Section 7.2. Amendments to be Consistent with Applicable Law. Any amendment
of these  By-Laws  shall be  consistent  with the  Articles  and  provisions  of
applicable law then in effect, including without limitation,  the Communications
Act and the FCC Regulations.


                                  ARTICLE VIII
                                  ------------
                        Securities of Other Corporations
                        --------------------------------

     Unless  otherwise  ordered by the Board of  Directors,  the Chairman of the
Board or the  President  shall  have full power and  authority  on behalf of the
Corporation to purchase, sell, transfer, encumber or vote any and all securities
of any other corporation  owned by the Corporation,  and may execute and deliver
such documents as may be necessary to effectuate such purchase,  sale, transfer,
encumbrance or vote. The Board of Directors may, from time to time,  confer like
powers upon any other person or persons.