UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                 FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2002

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

                INDIANA                                 INDIANA
(State of incorporation or organization)(State of incorporation or organization)

                0-23264                               333-62172-13
            (Commission file number)            (Commission file number)

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

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

             (317) 266-0100                         (317) 266-0100
    (REGISTRANT'S TELEPHONE NUMBER,          (REGISTRANT'S TELEPHONE NUMBER,
          INCLUDING AREA CODE)                    INCLUDING AREA CODE)

                                 NOT APPLICABLE
              (Former Name, Former Address and Former Fiscal Year,
                         if Changed Since Last Report)

     Indicate by check mark  whether the  registrant:  (1) has filed all 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
   ----      ----


<PAGE>

     The  number  of  shares   outstanding  of  each  of  Emmis   Communications
Corporation's classes of common stock, as of January 3, 2003, was:

     48,536,277         Shares of Class A Common Stock, $.01 Par Value
     5,002,460          Shares of Class B Common Stock,  $.01 Par Value
             0          Shares of Class C Common Stock, $.01 Par Value


         Emmis Operating Company has 1,000 shares of common stock outstanding as
of  January 1, 2003 and all of these  shares  are owned by Emmis  Communications
Corporation.


<PAGE>


                                      INDEX
                                                                            Page
                                                                            ----


INDEPENDENT ACCOUNTANTS' REVIEW REPORT.......................................4

PART I  - FINANCIAL INFORMATION

  Item 1.  Financial Statements..............................................5

    Emmis Communications Corporation and Subsidiaries:

      Condensed Consolidated Statements of Operations for the three and nine
           months ended November 30, 2001 and 2002...........................5

      Condensed Consolidated Balance Sheets
           as of February 28, 2002 and November 30, 2002.....................6

      Condensed Consolidated Statements of Cash Flows for the
           nine months ended November 30, 2001 and 2002......................9

    Emmis Operating Company and Subsidiaries:

      Condensed Consolidated Statements of Operations for the three and nine
            months ended November 30, 2001 and 2002.........................11

      Condensed Consolidated Balance Sheets
            as of February 28, 2002 and November 30, 2002...................12

      Condensed Consolidated Statements of Cash Flows for the
            nine months ended November 30, 2001 and 2002....................14

    Notes to Condensed Consolidated Financial Statements....................16

  Item 2.  Management's Discussion and Analysis of
             Financial Condition and Results of Operations..................37

  Item 3.  Quantitative and Qualitative Disclosures
             about Market Risk..............................................50

  Item 4.  Controls and Procedures..........................................50

PART II  - OTHER INFORMATION

  Item 1.  Legal Proceedings................................................51

  Item 6.  Exhibits and Reports on Form 8-K.................................51

  Signatures   .............................................................52


<PAGE>



                     INDEPENDENT ACCOUNTANTS' REVIEW REPORT


The Board of Directors and Shareholders
Emmis Communications Corporation and Subsidiaries

         We have reviewed the accompanying  condensed consolidated balance sheet
of Emmis Communications Corporation (an Indiana corporation) and Subsidiaries as
of November 30,  2002,  and the related  condensed  consolidated  statements  of
operations for the three-month  and nine-month  periods ended November 30, 2002,
and the  condensed  consolidated  statements  of cash  flows for the  nine-month
period ended November 30, 2002. We have also reviewed the accompanying condensed
consolidated  balance sheet of Emmis Operating  Company (an Indiana  corporation
and  wholly  owned   subsidiary  of  Emmis   Communications   Corporation)   and
Subsidiaries  as of November 30, 2002,  and the related  condensed  consolidated
statements  of  operations  for the  three-month  and  nine-month  periods ended
November 30, 2002, and the condensed  consolidated  statements of cash flows for
the nine-month  period ended November 30, 2002.  These financial  statements are
the  responsibility  of the Companies'  management.  The condensed  consolidated
balance  sheet,  statement of  operations,  and  statement of cash flows of both
Emmis  Communications  Corporation and Subsidiaries and Emmis Operating  Company
and Subsidiaries as of November 30, 2001, and for the three-month and nine-month
periods  then  ended,  were  reviewed  by  other  accountants  who  have  ceased
operations.  Those accountants'  report (dated January 8, 2002) stated that they
were not  aware  of any  material  modifications  that  should  be made to those
statements for them to be in conformity  with  accounting  principles  generally
accepted in the United States.

         We conducted our review in accordance with standards established by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data, and making  inquiries of persons  responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance  with auditing  standards  generally  accepted in the United  States,
which will be performed  for the full year with the  objective of  expressing an
opinion regarding the financial statements taken as a whole. Accordingly,  we do
not express such an opinion.

         Based on our  review,  we are not aware of any  material  modifications
that  should  be  made  to the  accompanying  condensed  consolidated  financial
statements  as of November  30, 2002,  and for the  three-month  and  nine-month
periods  then  ended for them to be in  conformity  with  accounting  principles
generally accepted in the United States.


                                                               ERNST & YOUNG LLP

Indianapolis, Indiana
January 3, 2003





<PAGE>


PART I - FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS


                EMMIS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                      (In thousands, except per share data)

<TABLE>
<CAPTION>
                                                              Three Months Ended      Nine Months Ended
                                                                 November 30,            November 30,
                                                               2001       2002         2001       2002
                                                               ----       ----         ----       ----

<S>                                                          <C>         <C>        <C>         <C>
GROSS REVENUES                                               $ 158,346   $179,064   $ 482,404   $501,270
LESS:  AGENCY COMMISSIONS                                       20,057     23,520      61,215     65,698
                                                             ---------   --------   ---------   --------
NET REVENUES                                                   138,289    155,544     421,189    435,572
OPERATING EXPENSES:
    Station operating expenses, excluding noncash compensation  88,617     87,781     266,102    260,076
    Time brokerage fees                                              -          -         479          -
    Corporate expenses, excluding noncash compensation           5,354      5,571      14,879     15,750
    Noncash compensation                                         1,559      6,470       5,890     17,600
    Depreciation and amortization                               25,935     10,738      75,157     32,090
    Restructuring fees and other                                     -          -         768          -
                                                                ------     ------      ------     ------
        Total operating expenses                               121,465    110,560     363,275    325,516
                                                               -------    -------     -------    -------
OPERATING INCOME                                                16,824     44,984      57,914    110,056
                                                                ------     ------      ------    -------
OTHER INCOME (EXPENSE):
    Interest expense                                           (32,055)   (24,468)    (99,204)   (80,611)
    Loss from unconsolidated affiliates                         (1,366)      (128)     (3,462)    (4,208)
    Gain on sale of assets                                           -        (33)          -      8,900
    Other income (expense), net                                     (6)      (385)      1,730        872
                                                               -------    -------     -------    -------
        Total other income (expense)                           (33,427)   (25,014)   (100,936)   (75,047)
                                                               -------    -------    --------    -------
INCOME (LOSS) BEFORE INCOME TAXES, EXTRAORDINARY
    LOSS AND ACCOUNTING CHANGE                                 (16,603)    19,970     (43,022)    35,009

PROVISION (BENEFIT) FOR INCOME TAXES                            (4,905)     9,156     (11,777)    15,808
                                                                ------      -----     -------     ------
INCOME (LOSS) BEFORE EXTRAORDINARY LOSS AND
    ACCOUNTING CHANGE                                          (11,698)    10,814     (31,245)    19,201
EXTRAORDINARY LOSS, NET OF TAXES                                     -          -      (1,084)   (11,117)
CUMULATIVE EFFECT OF ACCOUNTING CHANGE,
    NET OF TAXES OF $102,600                                         -          -           -   (167,400)
                                                               -------     ------     -------     ------
NET INCOME (LOSS)                                              (11,698)    10,814     (32,329)  (159,316)
PREFERRED STOCK DIVIDENDS                                        2,246      2,246       6,738      6,738
                                                                 -----      -----       -----      -----
NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS           $ (13,944)   $ 8,568   $ (39,067) $ (166,054)
                                                             =========    =======   =========  ==========
</TABLE>

       See independent accountants' review report and accompanying notes.


<PAGE>


                EMMIS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)
                                   (Unaudited)
                      (In thousands, except per share data)

<TABLE>
<CAPTION>
                                                        Three Months Ended       Nine Months Ended
                                                           November 30,            November 30,
                                                         2001        2002        2001        2002
                                                         ----        ----        ----        ----

Basic net income (loss) available to common shareholders:
<S>                                                    <C>          <C>        <C>          <C>
   Before accounting change and extraordinary loss     $ (0.29)     $ 0.16     $ (0.81)     $ 0.24
   Extraordinary loss, net of tax                            -           -       (0.02)      (0.21)
   Cumulative effect of accounting change, net of tax        -           -           -       (3.16)
                                                       -------      ------     -------      ------

    Net income (loss) available to common shareholders $ (0.29)     $ 0.16     $ (0.83)    $ (3.13)
                                                       =======      ======     =======     =======

Basic weighted average common shares outstanding        47,415      53,358      47,322      53,019

Diluted net income (loss) available to common shareholders:
   Before accounting change and extraordinary loss     $ (0.29)     $ 0.16     $ (0.81)     $ 0.23
   Extraordinary loss, net of tax                            -           -       (0.02)      (0.21)
   Cumulative effect of accounting change, net of tax        -           -           -       (3.14)
                                                       -------      ------     -------      ------
    Net income (loss) available to common shareholders $ (0.29)     $ 0.16     $ (0.83)    $ (3.12)
                                                       =======      ======     =======     =======

Diluted weighted average common shares outstanding      47,415      53,507      47,322      53,280
</TABLE>

       See independent accountants' review report and accompanying notes.

         In the three months ended November 30, 2001 and 2002,  $1.6 million and
$4.8 million  respectively,  of our noncash compensation was attributable to our
stations,  while $0 million and $1.7 million was  attributable to corporate.  In
the nine months ended November 30, 2001 and 2002, $5.0 million and $14.3 million
respectively,  of our noncash  compensation  was  attributable  to our stations,
while $0.9 million and $3.3 million was attributable to corporate.



<PAGE>

                EMMIS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                        (In thousands, except share data)

                                                February 28,      November 30,
                                                    2002              2002
                                                    ----              ----
                            ASSETS
CURRENT ASSETS:
     Cash and cash equivalents                        $ 6,362           $ 8,255
     Accounts receivable, net                          95,240           114,111
     Prepaid expenses                                  14,847            17,798
     Income tax refund receivable                           -            11,095
     Other                                             23,657            26,467
     Assets held for sale                             123,416                 -
                                                      -------           -------
              Total current assets                    263,522           177,726

PROPERTY AND EQUIPMENT, NET                           231,139           225,370
INTANGIBLE ASSETS (Note 3):
     Indefinite lived intangibles                   1,743,235         1,509,019
     Goodwill                                         175,132           138,986
     Other intangibles, net                            34,964            26,222
                                                       ------            ------
              Total intangible assets               1,953,331         1,674,227
OTHER ASSETS, NET                                      62,077            57,454
                                                       ------            ------

                        Total assets              $ 2,510,069       $ 2,134,777
                                                  ===========       ===========

       See independent accountants' review report and accompanying notes.

<PAGE>


                EMMIS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
                                   (Unaudited)
                        (In thousands, except share data)

<TABLE>
<CAPTION>
                                                                       February 28,     November 30,
                                                                           2002             2002
                                                                           ----             ----
               LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
<S>                                                                     <C>              <C>
  Accounts Payable                                                      $ 38,995         $ 39,620
  Current maturities of long-term debt                                     7,933           14,602
  Current portion of TV program rights payable                            27,507           30,085
  Accrued salaries and commissions                                         7,852            8,879
  Accrued interest                                                        14,068            6,619
  Deferred revenue                                                        16,392           15,990
  Other                                                                    7,531            8,564
  Credit facility debt to be repaid with assets held for sale            135,000                -
  Liabilities associated with assets held for sale                            63                -
                                                                           -----            -----
  Total current liabilities                                              255,341          124,359

LONG-TERM DEBT, NET OF CURRENT MATURITIES                              1,343,507        1,218,963

OTHER LONG-TERM DEBT, NET OF CURRENT MATURITIES                            6,949            2,806

TV PROGRAM RIGHTS PAYABLE, NET OF CURRENT PORTION                         40,551           35,945

OTHER NONCURRENT LIABILITIES                                              26,966           20,236

DEFERRED INCOME TAXES                                                    101,198           23,514
                                                                         -------           ------

       Total liabilities                                               1,774,512        1,425,823
                                                                       ---------        ---------
COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
  Series A cumulative convertible preferred stock, $0.01 par value;
  $50.00 liquidation value; authorized 10,000,000 shares; issued and
  outstanding 2,875,000 shares at February 28, 2002 and November 30, 2002     29               29

  Class A common stock, $.01 par value;  authorized 170,000,000 shares;
  issued and outstanding 42,761,299 shares at February 28, 2002
  and 48,438,046 shares at November 30, 2002                                 428              484

  Class B common stock, $.01 par value; authorized 30,000,000 shares;
  issued and outstanding 5,250,127 shares at February 28, 2002
  and 5,002,460 shares at November 30, 2002                                   53               50

  Additional paid-in capital                                             843,254          989,359
  Accumulated deficit                                                    (95,822)        (261,875)
  Accumulated other comprehensive loss                                   (12,385)         (19,093)
                                                                         -------          -------
        Total shareholders' equity                                       735,557          708,954
                                                                         -------          -------
                 Total liabilities and shareholders' equity          $ 2,510,069      $ 2,134,777
                                                                     ===========      ===========
</TABLE>

       See independent accountants' review report and accompanying notes.


<PAGE>


                EMMIS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                             (Dollars in thousands)

                                                           Nine Months Ended
                                                             November 30,
                                                          2001           2002
                                                          ----           ----
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                             $ (32,329)    $ (159,316)
  Adjustments to reconcile net loss to net cash
   provided by operating activities
    Cumulative effect of accounting change                     -        167,400
    Extraordinary loss                                     1,084         11,117
    Depreciation and amortization                         94,065         50,020
    Accretion of interest on senior discount notes,                           -
      including amortization of related debt costs        18,081         19,789
    Provision for bad debts                                2,782          3,189
    Provision (benefit) for deferred income taxes        (11,777)        15,808
    Noncash compensation                                   5,890         17,600
    Gain on sale of assets                                     -         (8,900)
    Other                                                    726         (7,098)
  Changes in assets and liabilities
    Accounts receivable                                  (18,272)       (22,060)
    Prepaid expenses and other current assets              4,185         (6,400)
    Other assets                                         (11,700)         6,281
    Accounts payable and accrued liabilities              (7,168)        (7,542)
    Deferred revenue                                      (1,805)          (402)
    Other liabilities                                     (2,655)       (22,981)
                                                          ------        -------

    Net cash provided by operating activities             41,107         56,505
                                                          ------         ------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment                    (25,786)       (21,035)
  Cash paid for acquisitions                            (140,746)             -
  Proceeds from sale of assets, net                            -        135,500
  Other                                                   (5,831)        (1,087)
                                                          ------         ------

    Net cash provided by (used in) investing activities (172,363)       113,378
                                                        --------        -------

       See independent accountants' review report and accompanying notes.


<PAGE>


                EMMIS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                                   (Unaudited)
                             (Dollars in thousands)

                                                            Nine Months Ended
                                                               November 30,
                                                           2001           2002
                                                           ----           ----
CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments on long-term debt                            (113,000)      (291,525)
  Proceeds from long-term debt                             5,000         13,000
  Proceeds from senior discount notes offering           202,612              -
  Proceeds from issuance of the Company's Class A common
    stock, net of transaction costs                            -        120,239
  Proceeds from exercise of stock options                  2,194          6,466
  Preferred stock dividends paid                          (6,738)        (6,738)
  Premium paid to redeem senior discount notes                 -         (6,678)
  Debt related costs                                     (16,616)        (2,754)
                                                         -------         ------

   Net cash provided by (used in) financing activities    73,452       (167,990)
                                                          ------       --------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS         (57,804)         1,893

CASH AND CASH EQUIVALENTS:
 Beginning of period                                     59,899           6,362
                                                         ------           -----

 End of period                                          $ 2,095         $ 8,255
                                                        =======         =======

SUPPLEMENTAL DISCLOSURES:
 Cash paid for
   Interest                                            $ 84,318        $ 55,371
   Income taxes                                           1,249             630

ACQUISITION OF KKLT-FM, KTAR-AM
 and KMVP-AM:
   Fair value of assets acquired                      $ 160,746
   Cash paid, net of deposit                            140,746
   Deposit paid in June 2000                             20,000
                                                         ------
   Liabilities recorded                                     $ -
                                                      =========

       See independent accountants' review report and accompanying notes.
<PAGE>


                    EMMIS OPERATING COMPANY AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                               Three Months Ended         Nine Months Ended
                                                  November 30,               November 30,
                                                2001         2002          2001        2002
                                                ----         ----          ----        ----
<S>                                         <C>           <C>           <C>          <C>
GROSS REVENUES                              $ 158,346     $179,064      $482,404     $501,270
LESS:  AGENCY COMMISSIONS                      20,057       23,520        61,215       65,698
                                               ------       ------        ------       ------
NET REVENUES                                  138,289      155,544       421,189      435,572
OPERATING EXPENSES:
     Station operating expenses,
         excluding noncash compensation        88,617       87,781       266,102      260,076
     Time brokerage fees                            -            -           479            -
     Corporate expenses,
         excluding noncash compensation         5,354        5,571        14,879       15,750
     Noncash compensation                       1,559        6,470         5,890       17,600
     Depreciation and amortization             25,935       10,738        75,157       32,090
     Restructuring fees and other                   -            -           768            -
                                              -------      -------       -------      -------
         Total operating expenses             121,465      110,560       363,275      325,516
                                              -------      -------       -------      -------
OPERATING INCOME                               16,824       44,984        57,914      110,056
                                               ------       ------        ------      -------
OTHER INCOME (EXPENSE):
     Interest expense                         (25,245)     (18,589)      (81,127)     (60,847)
     Loss from unconsolidated affiliates       (1,366)        (128)       (3,462)      (4,208)
     Gain on sale of assets                         -          (33)            -        8,900
     Other income (expense), net                  (17)        (387)          744          872
                                              -------      -------       -------      -------
         Total other income (expense)         (26,628)     (19,137)      (83,845)     (55,283)
                                              -------      -------       -------      -------
INCOME (LOSS) BEFORE INCOME TAXES,
     EXTRAORDINARY LOSS AND ACCOUNTING
     CHANGE                                    (9,804)      25,847       (25,931)      54,773

PROVISION (BENEFIT) FOR INCOME TAXES           (2,536)      11,075        (5,722)      22,235
                                               ------       ------        ------       ------

INCOME (LOSS) BEFORE EXTRAORDINARY
     LOSS AND ACCOUNTING CHANGE                (7,268)      14,772       (20,209)      32,538

EXTRAORDINARY LOSS, NET OF TAXES                    -            -        (1,084)      (2,889)

CUMULATIVE EFFECT OF ACCOUNTING
     CHANGE, NET OF TAXES OF $102,600               -            -             -     (167,400)
                                             --------     --------     ---------   ----------

NET INCOME (LOSS)                            $ (7,268)    $ 14,772     $ (21,293)  $ (137,751)
                                             ========     ========     =========   ==========
</TABLE>

       See independent accountants' review report and accompanying notes.

         In the three months ended November 30, 2001 and 2002,  $1.6 million and
$4.8 million  respectively,  of our noncash compensation was attributable to our
stations,  while $0 million and $1.7 million was  attributable to corporate.  In
the nine months ended November 30, 2001 and 2002, $5.0 million and $14.3 million
respectively,  of our noncash  compensation  was  attributable  to our stations,
while $0.9 million and $3.3 million was attributable to corporate.


<PAGE>


                    EMMIS OPERATING COMPANY AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                    (Dollars in thousands, except share data)

                                                February 28,        November 30,
                                                   2002                2002
                                                   ----                ----

                                 ASSETS

CURRENT ASSETS:
     Cash and cash equivalents                    $ 6,362             $ 8,255
     Accounts receivable, net                      95,240             114,111
     Prepaid expenses                              14,847              17,798
     Income tax refund receivable                       -              11,095
     Other                                         23,657              26,467
     Assets held for sale                         123,416                   -
                                                  -------             -------
              Total current assets                263,522             177,726

PROPERTY AND EQUIPMENT, NET                       231,139             225,370
INTANGIBLE ASSETS (NOTE 3):
     Indefinite lived intangibles               1,743,235           1,509,019
     Goodwill                                     175,132             138,986
     Other intangibles, net                        34,964              26,222
                                                   ------              ------
              Total intangible assets           1,953,331           1,674,227
OTHER ASSETS, NET                                  51,147              49,693
                                                   ------              ------
                    Total assets              $ 2,499,139         $ 2,127,016
                                              ===========         ===========

       See independent accountants' review report and accompanying notes.

<PAGE>



                    EMMIS OPERATING COMPANY AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
                                   (Unaudited)
                    (Dollars in thousands, except share data)

<TABLE>
<CAPTION>
                                                                       February 28,  November 30,
                                                                           2002          2002
                                                                           ----          ----

                  LIABILITIES AND SHAREHOLDER'S EQUITY

CURRENT LIABILITIES:
<S>                                                                    <C>           <C>
     Accounts Payable                                                   $ 38,995      $ 39,620
     Current maturities of long-term debt                                  7,933        14,602
     Current portion of TV program rights payable                         27,507        30,085
     Accrued salaries and commissions                                      7,852         8,879
     Accrued interest                                                     14,068         6,619
     Deferred revenue                                                     16,392        15,990
     Other                                                                 6,408         7,441
     Credit facility debt to be repaid with assets held for sale         135,000             -
     Liabilities associated with assets held for sale                         63             -
                                                                         -------       -------
         Total current liabilities                                       254,218       123,236

LONG-TERM DEBT, NET OF CURRENT MATURITIES                              1,117,000     1,026,898

OTHER LONG-TERM DEBT, NET OF CURRENT MATURITIES                            6,949         2,806

TV PROGRAM RIGHTS PAYABLE, NET OF CURRENT PORTION                         40,551        35,945

OTHER NONCURRENT LIABILITIES                                              26,966        20,236

DEFERRED INCOME TAXES                                                    108,988        38,565
                                                                         -------        ------

             Total liabilities                                         1,554,672     1,247,686
                                                                       ---------     ---------
COMMITMENTS AND CONTINGENCIES

SHAREHOLDER'S EQUITY:

     Common stock, no par value; authorized , issued and outstanding
         1,000 shares at February 28, 2002 and November 30, 2002       1,027,221     1,027,221
     Additional paid-in capital                                            8,108        94,168
     Accumulated deficit                                                 (78,477)     (222,966)
     Accumulated other comprehensive loss                                (12,385)      (19,093)
                                                                         -------       -------
              Total shareholder's equity                                 944,467       879,330
                                                                         -------       -------
                    Total liabilities and shareholder's equity       $ 2,499,139   $ 2,127,016
                                                                     ===========   ===========
</TABLE>

       See independent accountants' review report and accompanying notes.

<PAGE>


                    EMMIS OPERATING COMPANY AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                             (Dollars in thousands)

                                                             Nine Months Ended
                                                                November 30,
                                                             2001        2002
                                                             ----        ----
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                               $ (21,293)  $ (137,751)
  Adjustments to reconcile net loss to net cash
   provided by operating activities
    Cumulative effect of accounting change                       -      167,400
    Extraordinary loss                                       1,084        2,889
    Depreciation and amortization                           93,263       50,020
    Provision for bad debts                                  2,782        3,189
    Provision (benefit) for deferred income taxes           (5,722)      22,235
    Noncash compensation                                     5,890       17,600
    Gain on sale of assets                                       -       (8,900)
    Other                                                      726       (8,122)
  Changes in assets and liabilities
    Accounts receivable                                    (18,272)     (22,060)
    Prepaid expenses and other current assets                4,185       (6,400)
    Other assets                                           (10,894)       6,304
    Accounts payable and accrued liabilities                (7,168)      (7,542)
    Deferred revenue                                        (1,805)        (402)
    Other liabilities                                       (2,655)     (22,981)
                                                            ------      -------

    Net cash provided by operating activities               40,121       55,479
                                                            ------       ------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment                      (25,786)     (21,035)
  Cash paid for acquisitions                              (140,746)           -
  Proceeds from sale of assets, net                              -      135,500
  Other                                                     (5,831)      (1,087)
                                                            ------       ------

    Net cash provided by (used in) investing activities   (172,363)     113,378
                                                          --------      -------
       See independent accountants' review report and accompanying notes.

<PAGE>


                    EMMIS OPERATING COMPANY AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                                   (Unaudited)
                             (Dollars in thousands)

                                                             Nine Months Ended
                                                               November 30,
                                                             2001        2002
                                                             ----        ----
CASH FLOWS FROM FINANCING ACTIVITIES:
   Payments on long-term debt                             (113,000)    (238,102)
   Proceeds from long-term debt                              5,000       13,000
   Distributions to parent                                  (6,738)      (6,738)
   Contributions from parent                               193,760       67,630
   Debt related costs                                       (4,584)      (2,754)
                                                            ------       ------

    Net cash provided by (used in) financing activities     74,438     (166,964)
                                                            ------     --------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS           (57,804)       1,893

CASH AND CASH EQUIVALENTS:
   Beginning of period                                      59,899        6,362
                                                            ------        -----

   End of period                                           $ 2,095      $ 8,255
                                                           =======      =======

SUPPLEMENTAL DISCLOSURES:
   Cash paid for -
    Interest                                              $ 84,318     $ 55,371
    Income taxes                                             1,249          630

ACQUISITION OF KKLT-FM, KTAR-AM
   and KMVP-AM:
    Fair value of assets acquired                        $ 160,746
    Cash paid, net of deposit                              140,746
    Deposit paid in June 2000                               20,000
                                                            ------
    Liabilities recorded                                       $ -
                                                            ======

       See independent accountants' review report and accompanying notes.

<PAGE>


                EMMIS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                  AND EMMIS OPERATING COMPANY AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                November 30, 2002

                                   (Unaudited)


Note 1.  General
         -------

             Pursuant  to  the  rules  and  regulations  of the  Securities  and
Exchange  Commission,  the condensed  consolidated  interim financial statements
included  herein have been  prepared,  without  audit,  by Emmis  Communications
Corporation ("ECC") and its subsidiaries (collectively,  "our," "us," "Emmis" or
the "Company") and by Emmis Operating Company and its subsidiaries (collectively
"EOC").  Unless  otherwise  noted,  all  disclosures  contained  in the Notes to
Condensed Consolidated Financial Statements in this Form 10-Q apply to Emmis and
EOC. As permitted  under the applicable  rules and regulations of the Securities
and Exchange  Commission,  certain information and footnote disclosures normally
included  in  financial   statements  prepared  in  accordance  with  accounting
principles  generally  accepted  in the United  States  have been  condensed  or
omitted pursuant to such rules and regulations; however, Emmis believes that the
disclosures are adequate to make the information  presented not misleading.  The
condensed  consolidated  financial  statements included herein should be read in
conjunction  with the  consolidated  financial  statements and the notes thereto
included in the  Company's  Annual  Report filed on Form 10-K for the year ended
February 28, 2002. The Company's  results are subject to seasonal  fluctuations.
Therefore,  results shown on an interim basis are not necessarily  indicative of
results for a full year.

         In the  opinion  of  Emmis  and  EOC,  respectively,  the  accompanying
condensed   consolidated  interim  financial  statements  contain  all  material
adjustments  (consisting  only of normal  recurring  adjustments)  necessary  to
present fairly the consolidated  financial position of Emmis and EOC at November
30, 2002 and the results of their operations for the three and nine months ended
November  30,  2001 and 2002 and  their  cash  flows for the nine  months  ended
November 30, 2001 and 2002.


Note 2.  Accounting Policies
         -------------------

Basic and Diluted Net Income Per Common Share

         EMMIS
         Basic net income per common  share is computed  by dividing  net income
available to common shareholders by the weighted-average number of common shares
outstanding  for the period.  Diluted net income per common  share  reflects the
potential  dilution that could occur if  securities or other  contracts to issue
common stock were  exercised or converted.  Potentially  dilutive  securities at
November  30, 2001 and 2002  consisted  of stock  options and the 6.25% Series A
cumulative  convertible  preferred stock.  Neither the 6.25% Series A cumulative
convertible   preferred  stock  nor  the  stock  options  are  included  in  the
calculation of diluted net income per common share for the three and nine months
ended November 30, 2001 as the effect of their  conversion to common stock would
be  antidilutive.  Weighted  average  shares  excluded from the  calculation  of
diluted net income per share that would result from the  conversion of the 6.25%
Series A cumulative  convertible  preferred  stock and the  conversion  of stock
options  amounted to  approximately  3.8 million and 4.1 million  shares for the
three and nine months ended November 30, 2001, respectively.  The 6.25% Series A
cumulative  convertible  preferred  stock was excluded from the  calculation  of
diluted net income per common share for the three and nine months ended November
30, 2002 as the effect of their conversion to common stock of 3.7 million shares
would be antidilutive.

         EOC
         Because  EOC is a  wholly-owned  subsidiary  of  Emmis,  disclosure  of
earnings per share for EOC is not required.

Reclassifications

         Certain  reclassifications  have been made to the November 30, 2001 and
February 28, 2002  financial  statements to be consistent  with the November 30,
2002  presentation.  The  reclassifications  have no  impact  on net  income  or
retained earnings previously reported.

Advertising Costs

         The  Company  defers  major  advertising  campaigns  for  which  future
benefits are  demonstrated.  These costs are  amortized  over the shorter of the
estimated period benefited (generally six months) or the remainder of the fiscal
year.  The Company had  deferred  $2.2 million of these costs as of November 30,
2002 and a nominal amount as of November 30, 2001.

Recent Accounting Pronouncements

     In June 2001, the Financial  Accounting  Standards Board (FASB) issued SFAS
No.  141,  "Business   Combinations."  Statement  No.  141  addresses  financial
accounting and reporting for business  combinations  and  supersedes  Accounting
Principle  Board  ("APB")  Opinion  No.  16,  "Business  Combinations"  and FASB
Statement No. 38,  "Accounting  for  Preacquisition  Contingencies  of Purchased
Enterprises."  Statement  No. 141 is  effective  for all  business  combinations
initiated after June 30, 2001 and eliminates the  pooling-of-interest  method of
accounting for business combinations except for qualifying business combinations
that were  initiated  prior to July 1, 2001.  Statement No. 141 also changes the
criteria to recognize intangible assets apart from goodwill. The Company adopted
this Statement on July 1, 2001. The Company has  historically  used the purchase
method to account for all business  combinations  and adoption of this Statement
did not have a material impact on the Company's financial  position,  cash flows
or results of operations.

     In June 2001, the FASB issued SFAS No. 142,  "Goodwill and Other Intangible
Assets." See Note 3 for a discussion of Statement No. 142.

         In June 2001,  the FASB  issued  SFAS No.  143,  "Accounting  for Asset
Retirement  Obligations" that applies to legal  obligations  associated with the
retirement  of a tangible  long-lived  asset that results from the  acquisition,
construction,  development  and/or the normal  operation of a long-lived  asset.
Under this  standard,  guidance is  provided  on  measuring  and  recording  the
liability.  Adoption of this Statement by the Company will be effective on March
1, 2003.  The Company does not believe that the adoption of this  Statement will
materially  impact the Company's  financial  position,  cash flows or results of
operations.

         Effective  March 1, 2002, the Company  adopted SFAS No. 144 "Accounting
for the Impairment or Disposal of Long-Lived  Assets" which addresses  financial
accounting  and reporting for the  impairment or disposal of long-lived  assets.
While SFAS No. 144 supersedes  SFAS No. 121,  "Accounting  for the Impairment of
Long-Lived  Assets  and for  Long-Lived  Assets to Be  Disposed  Of," it removes
certain assets such as deferred tax assets,  goodwill and intangible  assets not
being  amortized  from its scope and  retains the  requirements  of SFAS No. 121
regarding the recognition of impairment  losses on other long-lived  assets held
for use. SFAS No. 144 also supersedes the accounting and reporting provisions of
APB Opinion No. 30, "Reporting the Results of  Operations-Reporting  the Effects
of  Disposal  of a  Segment  of  a  Business,  and  Extraordinary,  Unusual  and
Infrequently Occurring events and Transactions" for the disposal of a segment of
a business.  However,  SFAS No. 144 retains the requirement in Opinion No. 30 to
report  separately  discontinued  operations  and extends  that  reporting  to a
component of an entity that either has been  disposed of (by sale,  abandonment,
or in a distribution  to owners) or is classified as held for sale. The adoption
of this  statement  did not have a material  impact on the  Company's  financial
position, cash flows or results of operations.

         In April  2002,  the FASB  issued  SFAS No.  145,  "Rescission  of FASB
Statements No. 4, 44, and 64,  Amendment of FASB Statement No. 13, and Technical
Corrections".  Statement No. 145 rescinds FASB Statement No. 4, "Reporting Gains
and Losses from Extinguishment of Debt", and an amendment of that Statement, and
FASB  Statement No. 64,  "Extinguishments  of Debt Made to Satisfy  Sinking-Fund
Requirements".   Statement  No.  145  also  rescinds  FASB   Statement  No.  44,
"Accounting  for Leases",  to eliminate  an  inconsistency  between the required
accounting  for  sale-leaseback  transactions  and the required  accounting  for
certain  lease  modifications  that have  economic  effects  that are similar to
sale-leaseback  transactions.  Statement  No.  145 also  amends  other  existing
authoritative  pronouncements  to make various  technical  corrections,  clarify
meanings, or describe their applicability under changed conditions.  Adoption of
this Statement by the Company will be effective on March 1, 2003.  Upon adoption
of this statement,  the Company believes future write-offs of deferred debt fees
resulting from  extinguishments of debt will be recorded as interest expense and
not as an extraordinary charge.

         In June 2002,  the FASB  issued  SFAS No.  146,  "Accounting  for Costs
Associated  with Exit or  Disposal  Activities."  Statement  No. 146  supersedes
Emerging  Issues Task Force Issue No. 94-3.  Statement No. 146 requires that the
liability for a cost associated with an exit or disposal  activity be recognized
when the liability is incurred,  not at the date of an entity's commitment to an
exit or disposal  plan.  The  provisions  of Statement No. 146 are effective for
exit or disposal activities  initiated after December 31, 2002. The Company does
not  anticipate  that the  adoption  of  Statement  No. 146 will have a material
impact on its  consolidated  financial  position,  results of operations or cash
flows.

         In  December  2002,  the FASB  issued  FASB No.  148,  "Accounting  for
Stock-Based  Compensation - Transition and Disclosure." Statement No. 148 amends
FASB Statement No. 123,  "Accounting for Stock-Based  Compensation,"  to provide
alternative  methods of  transition  to Statement No. 123's fair value method of
accounting for stock-based employee compensation.  Statement No. 148 also amends
the disclosure  provisions of Statement No. 123 and APB Opinion No. 28, "Interim
Financial  Reporting,"  to require  disclosure  in the  summary  of  significant
accounting policies of the effects of an entity's accounting policy with respect
to  stock-based  employee  compensation  on reported net income and earnings per
share in annual and interim financial statements.  Adoption of this statement by
the Company will be  effective  March 1, 2003.  The Company does not  anticipate
that the  adoption  of  Statement  No.  148 will have a  material  impact on its
consolidated financial position, results of operations or cash flows.


Note 3.  Intangible Assets and Goodwill
         ------------------------------

         Effective  March 1, 2002, the Company  adopted SFAS No. 142,  "Goodwill
and Other  Intangible  Assets," which  requires the Company to cease  amortizing
goodwill  and certain  intangibles.  Instead,  these  assets will be reviewed at
least annually for  impairment,  and will be written down and charged to results
of  operations  in periods in which the  recorded  value of goodwill and certain
intangibles  is more than its fair value.  On February  28,  2002,  prior to the
adoption  of SFAS No.  142,  the  Company  reflected  unamortized  goodwill  and
unamortized FCC licenses in the amounts of $175.1 million and $1,743.2  million,
respectively.  FCC licenses are renewed  every eight years for a nominal  amount
and  historically  all of our FCC licenses have been renewed at the end of their
respective eight-year periods. Since we expect that all of our FCC licenses will
continue to be renewed in the future, we believe they have indefinite lives. The
Company had previously amortized these assets over the maximum period allowed of
40  years.  Adoption  of  this  accounting  standard  eliminated  the  Company's
amortization expense for goodwill and FCC licenses. For comparison purposes, for
the  three and nine  months  ended  November  30,  2001,  the  Company  recorded
amortization  expense for goodwill  and FCC licenses of $15.3  million and $45.5
million, respectively.

         The  following  unaudited  pro forma  summary  presents  the  Company's
estimate of the effect of the adoption of Statement  No. 142 as of the beginning
of the periods presented.  Reported income (loss) before  extraordinary loss and
accounting  change and reported net loss  available  to common  shareholder  are
adjusted to eliminate  the  amortization  expense  recognized  in those  periods
related to goodwill  and FCC licenses as these  assets are not  amortized  under
this new accounting standard.

         EMMIS
<TABLE>
<CAPTION>
(Dollars in thousands, except per share data)                        Three months ended        Nine months ended
                                                                        November 30,              November 30,
                                                                     2001        2002          2001         2002
                                                                     ----        ----          ----         ----
<S>                                                              <C>          <C>          <C>           <C>
Reported income (loss) before extraordinary loss
     and accounting change                                       $ (11,698)   $ 10,814     $ (31,245)    $ 19,201
Add back:  amortization of goodwill, net of tax
     provision of $898 and $2,193 for the three and nine
     months ended November 30, 2001                                  1,174           -         3,579            -
Add back:  amortization of FCC licenses,
     net of tax provision of $5,873 and $15,087 for the three
     and nine months ended November 30, 2001                         7,505           -        24,616            -
                                                                 ---------    --------     ---------     --------
Adjusted income (loss) before extraordinary loss
     and accounting change                                        $ (3,019)   $ 10,814      $ (3,050)    $ 19,201
                                                                  ========    ========      ========     ========

Reported net income (loss) available to common shareholders      $ (13,944)    $ 8,568     $ (39,067)  $ (166,054)
Add back:  amortization of goodwill, net of tax
     provision of $898 and $2,193 for the three and nine
     months ended November 30, 2001                                  1,174           -         3,579            -
Add back:  amortization of FCC licenses,
     net of tax provision of $5,873 and $15,087 for the three
     and nine months ended November 30, 2001                         7,505           -        24,616            -
                                                                  --------     -------     ---------   ----------
Adjusted net income (loss) available to common shareholders       $ (5,265)    $ 8,568     $ (10,872)  $ (166,054)
                                                                  ========     =======     =========   ==========


Basic net loss available to common shareholders:
     Reported net income (loss) available to common shareholders   $ (0.29)     $ 0.16       $ (0.83)     $ (3.13)
     Amortization of goodwill, net of taxes                           0.02           -          0.08            -
     Amortization of FCC licenses, net of taxes                       0.16           -          0.52            -
                                                                   -------      ------       -------      -------
     Adjusted net income (loss) available to common shareholders   $ (0.11)     $ 0.16       $ (0.23)     $ (3.13)
                                                                   =======      ======       =======      =======

Diluted net loss available to common shareholders:
     Reported net income (loss) available to common shareholders   $ (0.29)     $ 0.16       $ (0.83)     $ (3.12)
     Amortization of goodwill, net of taxes                           0.02           -          0.08            -
     Amortization of FCC licenses, net of taxes                       0.16           -          0.52            -
     Adjusted net income (loss) available to common shareholders   $ (0.11)     $ 0.16       $ (0.23)     $ (3.12)
                                                                   =======      ======       =======      =======

     Basic Shares                                                   47,415      53,358        47,322       53,019
     Diluted Shares                                                 47,415      53,507        47,322       53,280

</TABLE>


<PAGE>


         EOC
<TABLE>
<CAPTION>
(Dollars in thousands)                                           Three months ended         Nine months ended
                                                                     November 30,              November 30,
                                                                  2001        2002          2001         2002
                                                                  ----        ----          ----         ----
<S>                                                            <C>          <C>         <C>           <C>
Reported income (loss) before extraordinary
     loss and accounting change                                $ (7,268)    $ 14,772    $ (20,209)    $ 32,538
Add back:  amortization of goodwill, net of tax
     provision of $898 and $2,193 for the three and
     nine months ended November 30, 2001                          1,174            -        3,579            -
Add back:  amortization of FCC licenses, net of
     tax provision of $5,873 and $15,087 for the three and
     nine months ended November 30, 2001                          7,505            -       24,616            -
                                                               --------     --------    ---------     --------
Adjusted income before extraordinary
     loss and accounting change                                 $ 1,411     $ 14,772      $ 7,986     $ 32,538
                                                                =======     ========      =======     ========

Reported net income (loss)                                     $ (7,268)    $ 14,772    $ (21,293)  $ (137,751)
Add back:  amortization of goodwill, net of tax
     provision of $898 and $2,193 for the three and
     nine months ended November 30, 2001                          1,174            -        3,579            -
Add back:  amortization of FCC licenses, net of
     tax provision of $5,873 and $15,087 for the three and
     nine months ended November 30, 2001                          7,505            -       24,616            -
                                                                -------     --------      -------   ----------
Adjusted net income (loss)                                      $ 1,411     $ 14,772      $ 6,902   $ (137,751)
                                                                =======     ========      =======   ==========

</TABLE>
Because EOC is a wholly-owned subsidiary of Emmis, per share data is excluded.


         Indefinite-lived Intangibles

         Under the guidance in Statement No. 142, the Company's FCC licenses are
considered  indefinite-lived  intangibles.   These  assets,  which  the  Company
determined  were its  only  indefinite-lived  intangibles,  are not  subject  to
amortization,  but  will be  tested  for  impairment  at least  annually.  As of
November 30, 2002 and February 28, 2002 (prior to the adoption of SFAS No. 142),
the carrying  amounts of the Company's  FCC licenses  were $1,509.0  million and
$1,743.2 million, respectively.

         In  accordance  with  Statement  No.  142,  the  Company  tested  these
indefinite-lived  intangible  assets  for  impairment  as of  March  1,  2002 by
comparing  their fair value to their  carrying  value at that date.  The Company
recognized  impairment on its FCC licenses of approximately  $145.0 million, net
of $88.8  million  in tax  benefit,  which is  recorded  as a  component  of the
cumulative  effect of  accounting  change  during the three months ended May 31,
2002.  Approximately  $14.8  million of the charge,  net of tax,  related to our
radio  segment  and $130.2  million of the  charge,  net of tax,  related to our
television  segment.  The fair value of our FCC licenses  used to calculate  the
impairment  charge was determined by management,  using an enterprise  valuation
approach.  Enterprise  value was  determined  by  applying an  estimated  market
multiple to the broadcast  cash flow generated by each  reporting  unit.  Market
multiples were  determined  based on information  available  regarding  publicly
traded peer companies,  recently completed or contemplated  transactions  within
the industry,  and reporting  units'  competitive  position in their  respective
markets.  Appropriate  allocation  was  made to the  tangible  assets  with  the
residual amount  representing  the estimated fair value of our indefinite  lived
intangible  assets  and  goodwill.  To the  extent  the  carrying  amount of the
indefinite-lived intangible exceeded its fair value, the difference was recorded
in the statement of operations,  as described  above. In the case of radio,  the
Company  determined  the  reporting  unit to be all of our  stations  in a local
market, and in the case of television and publishing, the Company determined the
reporting unit to be each individual station or magazine.  Throughout our fiscal
2002,  unfavorable  economic conditions persisted in the industries in which the
Company  engages.  These  conditions  caused  customers  to reduce the amount of
advertising  dollars spent on the Company's media inventory as compared to prior
periods,  adversely  impacting the cash flow  projections  used to determine the
fair value of each reporting unit and public trading  multiples of media stocks,
resulting  in the  write-off  of a  portion  of the  carrying  amount of our FCC
licenses.   The  required   impairment  tests  may  result  in  future  periodic
write-downs.

         Goodwill

         Statement No. 142 requires the Company to test goodwill for  impairment
at least  annually  using a  two-step  process.  The first  step is a screen for
potential  impairment,  while the second step measures the amount of impairment.
The Company completed the two-step  impairment test during the quarter ended May
31,  2002.  As a result of this  test,  the  Company  recognized  impairment  of
approximately $22.4 million, net of $13.8 million in tax benefit, as a component
of the cumulative  effect of an accounting  change during the three months ended
May 31, 2002.  Approximately $18.5 million of the charge, net of tax, related to
our television  segment and $3.9 million of the charge,  net of tax,  related to
our publishing  segment.  Consistent with the Company's  approach to determining
the fair value of our FCC licenses,  the enterprise  valuation approach was used
to determine  the fair value of each of the  Company's  reporting  units,  and a
portion of the carrying value of our goodwill was  written-off due to reductions
in cash flow and public  trading  multiples of media stocks  resulting  from the
unfavorable economic conditions that reduced advertising expenditures throughout
our fiscal  2002.  As of November  30, 2002 and  February 28, 2002 (prior to the
adoption of SFAS No. 142),  the carrying  amount of the  Company's  goodwill was
$139.0 million and $175.1 million,  respectively.  The required impairment tests
may result in future periodic write-downs.

         Definite-lived intangibles

         The Company has definite-lived intangible assets recorded that continue
to be amortized in  accordance  with  Statement  No. 142.  These assets  consist
primarily of foreign  broadcasting  licenses,  subscription lists, lease rights,
customer lists and non-compete  agreements,  all of which are amortized over the
period of time the assets are expected to  contribute  directly or indirectly to
the  Company's   future  cash  flows.  In  accordance   with  the   transitional
requirements  of Statement No. 142, the Company  reassessed  the useful lives of
these  intangibles  and  determined  that no changes to their  useful lives were
necessary.   The  following   table  presents  the  gross  carrying  amount  and
accumulated amortization for each major class of definite-lived intangible asset
at February 28, 2002 and November 30, 2002 (dollars in thousands):

                                                    February 28, 2002
                                                    -----------------
                                       Gross                               Net
                                      Carrying       Accumulated        Carrying
                                       Amount       Amortization         Amount
                                       ------       ------------         ------
Foreign Broadcasting Licenses        $ 22,542          $ 8,694         $ 13,848
Subscription Lists                     12,189           11,077            1,112
Lease Rights                           11,502              407           11,095
Customer Lists                          7,371            1,734            5,637
Non-Compete Agreements                  5,738            5,561              177
Other                                   4,335            1,240            3,095
                                        -----            -----            -----
  TOTAL                              $ 63,677         $ 28,713         $ 34,964
                                     ========         ========         ========



                                                   November 30, 2002
                                                   -----------------
                                       Gross                               Net
                                      Carrying       Accumulated        Carrying
                                       Amount       Amortization         Amount
                                       ------       ------------         ------
Foreign Broadcasting Licenses        $ 18,731         $ 10,229          $ 8,502
Subscription Lists                     12,189           11,968              221
Lease Rights                           11,502              623           10,879
Customer Lists                          7,371            3,686            3,685
Non-Compete Agreements                  5,738            5,590              148
Other                                   4,211            1,424            2,787
                                        -----            -----            -----
  TOTAL                              $ 59,742         $ 33,520         $ 26,222
                                     ========         ========         ========


         Total  amortization  expense from  definite-lived  intangibles  for the
three and nine months ended November 30, 2002 was $1.8 million and $5.3 million,
respectively, and for the year ended February 28, 2002 was $7.6 million. Foreign
currency  exchange rate  differences  reduced the carrying  value of the foreign
broadcasting  licenses and related  accumulated  amortization as of November 30,
2002 by $3.8  million  and  $0.4  million,  respectively.  The  following  table
presents the  Company's  estimate of  amortization  expense for each of the five
succeeding fiscal years for definite-lived  intangibles recorded on our books as
of February 28, 2002 (dollars in thousands):

FISCAL YEAR ENDED FEBRUARY,
2003                         $ 4,454
2004                           3,434
2005                           1,862
2006                             903
2007                             873


Note 4.  Significant Events
         ------------------

Equity Issuance

         In April 2002,  ECC  completed  the sale of 4.6  million  shares of its
Class A common stock at $26.80 per share  resulting in total  proceeds of $123.3
million.  The net proceeds of $120.2 million were  contributed to EOC and 50% of
the net proceeds were used in April 2002 to repay outstanding  obligations under
our credit facility. The remainder was invested, and in July 2002 distributed to
ECC and used to redeem  approximately  22.6% of ECC's outstanding 12 1/2% senior
discount notes (see below).

         In addition, during the three months ended May 31, 2002, 300,000 shares
of Class B common stock were converted to Class A shares.

Dispositions

         Effective May 1, 2002 Emmis completed the sale of substantially  all of
the assets of KALC-FM in Denver,  Colorado to Entercom  Communications Corp. for
$88.0 million.  Proceeds from the sale were used to repay outstanding term loans
under our credit facility. In connection with the sale, Emmis recorded a loss on
sale of assets of $1.3  million.  On February  12,  2002,  Emmis  entered into a
definitive  agreement to sell KALC-FM to Entercom and Entercom  began  operating
KALC-FM under a time brokerage  agreement on March 16, 2002. Entercom paid Emmis
approximately $0.5 million under the time brokerage agreement, which is included
in net  revenues  in  the  accompanying  condensed  consolidated  statements  of
operations.  The  assets  of  KALC-FM  were  reflected  as held  for sale in the
accompanying  condensed consolidated balance sheets as of February 28, 2002. The
$87.7  million of credit  facility debt repaid with the net proceeds of the sale
was reflected as a current liability in the accompanying  condensed consolidated
balance sheets as of February 28, 2002.

         Effective May 1, 2002 Emmis completed the sale of substantially  all of
the  assets  of  KXPK-FM  in  Denver,  Colorado  to  Entravision  Communications
Corporation  for $47.5  million.  Proceeds were used to repay  outstanding  term
loans under our credit  facility.  In connection with the sale, Emmis recorded a
gain on sale of  assets  of  $10.2  million.  Emmis  entered  into a  definitive
agreement to sell  KXPK-FM to  Entravision  on February 12, 2002.  The assets of
KXPK-FM  were  reflected  as  held  for  sale  in  the  accompanying   condensed
consolidated balance sheets as of February 28, 2002. The $47.3 million of credit
facility  debt  repaid  with the net  proceeds  of the sale was  reflected  as a
current liability in the accompanying  condensed  consolidated balance sheets as
of February 28, 2002.

Credit Facility Amendment

         On June 21, 2002, EOC amended its credit facility to (1) issue a $500.0
million new Term B Loan which was used to repay  amounts  outstanding  under the
existing  $552.1  million Term B loan,  (2) reset  financial  covenants  for the
remaining  term of the  credit  facility,  and (3) permit EOC to make a one time
cash  distribution  to ECC for the purpose of redeeming a portion of its 12 1/2%
senior discount notes.

         The existing  Term B Loan was repaid,  in full,  with the proceeds from
the new Term B Loan and borrowings under the credit facility's revolving line of
credit (Revolver). The new Term B Loan has the same terms as the existing Term B
loan except that the applicable  margin over the Eurodollar  Rate Loan decreased
from a maximum of 3.5% to a maximum of 2.5%. In connection with the repayment of
the existing  Term B Loan,  the Company  recorded a $0.5  million  extraordinary
charge, net of taxes of $0.3 million, relating to the write off of deferred debt
fees.

         The amendment also decreased the total and senior leverage ratios (debt
divided by pro forma  EBITDA,  as defined  in the credit  agreement)  during the
initial  periods  subsequent to the amendment and increased the total and senior
leverage  ratios in future  periods.  The interest  coverage  ratio  requirement
increased  immediately  following  the  effective  date  of  the  amendment  but
decreased in future periods, as compared to the previous  requirements.  The pro
forma fixed charge  coverage  ratio  requirement  increased  for the term of the
credit facility.  These changes to the financial covenants are applicable to the
Revolver, Term A Loan and new Term B Loan.

Discount Notes Redemption

         On July  1,  2002,  ECC  redeemed  approximately  22.6%  of its  $370.0
million, face value, 12 1/2% Senior Discount Notes due 2011. Approximately $60.1
million of the proceeds from the Company's  April 2002 equity offering were used
to repay approximately $53.4 million of the carrying value of the discount notes
at July 1, 2002 and pay approximately $6.7 million for a redemption premium. The
redemption  premium and approximately $1.6 million of deferred debt fees related
to the  discount  notes,  net of  taxes of $0.8  million,  were  recorded  as an
extraordinary  charge in our quarter  ended August 31, 2002 in the  accompanying
condensed consolidated statements of operations.

Discontinuation of LMIV

         In the quarter ended August 31, 2002, the Company and other partners in
the local media  internet  venture  (LMIV) agreed to dissolve the joint venture.
Consequently,  in  addition  to  recording  our share of LMIV's  losses  for the
quarter,  the Company recorded a $2.1 million charge to write off our investment
in LMIV. This charge is reflected in loss from unconsolidated  affiliates in the
accompanying condensed consolidated  statements of operations.  The Company will
continue an internet presence independent of LMIV.

Acquisition of WBPG-TV

         On November 13, 2002,  Emmis entered into a definitive  agreement  with
Pegasus Broadcast Television,  Inc. to purchase  substantially all of the assets
of WBPG-TV, the WB affiliate in the Mobile, AL - Pensacola,  FL market for $11.5
million.  The acquisition  will be accounted for as a purchase and is subject to
obtaining various regulatory and other approvals prior to closing.  We currently
operate the Fox affiliate in this market.

Lease Agreements

         During the quarter  ended  November  30,  2002,  the Company  commenced
payments  under a new operating  lease for its studio  facilities in Los Angeles
and under a new operating lease for a Company airplane.  Required future minimum
lease payments under these new leases will total $6.9 million over the next five
years, including $1.4 million in fiscal 2004.


Note 5.   Comprehensive Income (Loss)
          ---------------------------

         EMMIS
         Comprehensive  income  (loss) was  comprised of the  following  for the
three and nine month  periods  ended  November  30,  2001 and 2002  (dollars  in
thousands):

<TABLE>
<CAPTION>
                                                   Three Months            Nine Months
                                                Ended November 30,      Ended November 30,
                                                 2001       2002         2001        2002
                                                 ----       ----         ----        ----
<S>                                          <C>         <C>         <C>         <C>
Net income (loss)                            $ (11,698)  $ 10,814    $ (32,329)  $ (159,316)
Translation adjustment                            (235)       397         (223)      (8,122)
Change in fair value of derivative
 instruments, net of associated tax benefit     (4,293)     1,447       (6,216)       1,414
                                                ------      -----       ------        -----
Total comprehensive income (loss)            $ (16,226)  $ 12,658    $ (38,768)  $ (166,024)
                                             =========   ========    =========   ==========
</TABLE>


The majority of the  translation  adjustment  for the nine months ended November
30, 2002 relates to the foreign currency devaluation in Argentina, where we have
a 75% ownership interest in two radio stations.

         EOC
         Comprehensive  income  (loss) was  comprised of the  following  for the
three and nine month  periods  ended  November  30,  2001 and 2002  (dollars  in
thousands):

<TABLE>
<CAPTION>
                                                    Three Months                Nine Months
                                                 Ended November 30,          Ended November 30,
                                                  2001        2002           2001          2002
                                                  ----        ----           ----          ----
<S>                                            <C>          <C>          <C>          <C>
Net income (loss)                              $ (7,268)    $ 14,772     $ (21,293)   $ (137,751)
Translation adjustment                             (235)         397          (223)       (8,122)
Change in fair value of derivative
 instruments, net of associated tax benefit      (4,293)       1,447        (6,216)        1,414
                                                 ------        -----        ------         -----
Total comprehensive income (loss)             $ (11,796)    $ 16,616     $ (27,732)   $ (144,459)
                                              =========     ========     =========    ==========
</TABLE>


The majority of the  translation  adjustment  for the nine months ended November
30, 2002 relates to the foreign currency devaluation in Argentina, where we have
a 75% ownership interest in two radio stations.


<PAGE>



Note 6.   Segment Information
          -------------------

         The  Company's  operations  are aligned into three  business  segments:
Radio,  Television,  and  Publishing  and Other.  These  business  segments  are
consistent with the Company's  management of these  businesses and its financial
reporting  structure.  Corporate  represents expense not allocated to reportable
segments.

         The Company's  segments operate primarily in the United States with one
radio station  located in Hungary and two radio  stations  located in Argentina.
Total  revenues  of the radio  station in  Hungary  for the three  months  ended
November 30, 2001 and 2002 were $1.9 million and $2.0 million, respectively, and
total  revenues for the nine months  ended  November 30, 2001 and 2002 were $5.0
million and $6.4 million,  respectively. The carrying value of long lived assets
of this radio station as of November 30, 2001 and 2002 was $7.9 million and $5.7
million, respectively. Total revenues of our two radio stations in Buenos Aires,
Argentina  for the  three  months  ended  November  30,  2001 and 2002 were $2.5
million and $0.7 million,  respectively,  and total revenues for the nine months
ended   November  30,  2001  and  2002  were  $6.8  million  and  $1.6  million,
respectively. The carrying value of long lived assets of these radio stations as
of November 30, 2001 and 2002 was $17.9 million and $4.4 million, respectively.

         The Company  evaluates  performance of its operating  entities based on
broadcast cash flow (BCF) and publishing  cash flow (PCF).  Management  believes
that BCF and PCF are useful  because  they provide a  meaningful  comparison  of
operating  performance  between  companies  in  the  industry  and  serve  as an
indicator of the market value of a group of stations or publishing entities. BCF
and PCF are generally recognized by the broadcast and publishing industries as a
measure of performance and are used by analysts who report on the performance of
broadcasting and publishing  groups. BCF and PCF do not take into account Emmis'
debt service  requirements and other commitments and,  accordingly,  BCF and PCF
are not  necessarily  indicative of amounts that may be available for dividends,
reinvestment in Emmis' business or other discretionary uses.

         BCF  and PCF  are  not  measures  of  liquidity  or of  performance  in
accordance with accounting  principles  generally accepted in the United States,
and should be viewed as a supplement  to, and not a substitute  for, our results
of operations presented on the basis of accounting principles generally accepted
in the United States.  Moreover,  BCF and PCF are not standardized  measures and
may be calculated in a number of ways.  Thus, our  calculation of these non-GAAP
measures may not be  comparable to such  non-GAAP  measures  calculated by other
companies.  Emmis defines BCF and PCF as revenues net of agency  commissions and
station operating expenses,  excluding noncash compensation.  The primary source
of broadcast  advertising  revenues is the sale of advertising time to local and
national  advertisers.  Publishing  entities derive revenue from  subscriptions,
newsstand sales and the sale of print advertising.

         The most significant  station  operating  expenses,  excluding  noncash
compensation  are  employee  salaries and  commissions,  costs  associated  with
programming,  advertising  and  promotion,  costs  associated  with  producing a
magazine, and station general and administrative costs.

         The  accounting  policies as  described  in the summary of  significant
accounting  policies  included in the Company's Annual Report filed on Form 10-K
for  the  year  ended  February  28,  2002  and  in  Note 2 to  these  condensed
consolidated financial statements, are applied consistently across segments.

     Unless otherwise  noted, all information  pertaining to segments applies to
Emmis and EOC.

<TABLE>
<CAPTION>
Three Months Ended                                                       Publishing
November 30, 2002                              Radio        Television    and Other       Corporate     Consolidated
-----------------                              -----        ----------    ---------       ---------     ------------
                        (Unaudited, dollars in thousands)

<S>                                         <C>            <C>            <C>             <C>          <C>
Net revenues                                   65,710           69,910      19,924               -       $ 155,544
Station operating expenses,
   excluding noncash compensation              34,285           37,752      15,744               -          87,781
                                               ------           ------      ------                          ------
Broadcast/publishing cash flow                 31,425           32,158       4,180               -          67,763
Corporate expenses, excluding
   noncash compensation                             -                -           -           5,571           5,571
Noncash compensation                                -                -           -           6,470           6,470
Depreciation and amortization (See Note 3)      1,989            7,141         448           1,160          10,738
                                                -----            -----         ---           -----          ------
Operating income (loss)                      $ 29,436         $ 25,017     $ 3,732       $ (13,201)       $ 44,984
                                             ========         ========     =======       =========        ========
Total assets                                $ 897,797      $ 1,060,321    $ 81,385        $ 95,274     $ 2,134,777
                                            =========      ===========    ========        ========     ===========
</TABLE>


With respect to EOC, the above information would be identical,  except corporate
total assets would be $87,513 and consolidated total assets would be $2,127,016.

<TABLE>
<CAPTION>
Three Months Ended                                                          Publishing
November 30, 2001                              Radio        Television       and Other     Corporate      Consolidated
-----------------                              -----        ----------       ---------     ---------      ------------
                        (Unaudited, dollars in thousands)
<S>                                       <C>              <C>               <C>          <C>            <C>
Net revenues                                 $ 66,623         $ 52,556       $ 19,110           $ -        $ 138,289
Station operating expenses,
    excluding noncash compensation             36,376           35,959         16,282             -           88,617
                                               ------           ------         ------                         ------
Broadcast/publishing cash flow                 30,247           16,597          2,828             -           49,672
Corporate expenses, excluding
    noncash compensation                            -                -              -         5,354            5,354
Noncash compensation                                -                -              -         1,559            1,559
Depreciation and amortization (See Note 3)      8,642           13,941          2,111         1,241           25,935
                                                -----           ------          -----         -----           ------
Operating income (loss)                      $ 21,605          $ 2,656          $ 717      $ (8,154)        $ 16,824
                                             ========          =======          =====      ========         ========
Total assets                              $ 1,078,366      $ 1,305,392       $ 90,764     $ 106,221      $ 2,580,743
                                          ===========      ===========       ========     =========      ===========

</TABLE>

With respect to EOC, the above information would be identical,  except corporate
total assets would be $94,987 and consolidated total assets would be $2,569,509.

<PAGE>

<TABLE>
<CAPTION>
Nine Months Ended                                                          Publishing
November 30, 2002                              Radio        Television      and Other     Corporate      Consolidated
-----------------                              -----        ----------      ---------     ---------      ------------
                        (Unaudited, dollars in thousands)

<S>                                         <C>            <C>               <C>           <C>           <C>
Net revenues                                $ 198,324        $ 182,493       $ 54,755           $ -        $ 435,572
Station operating expenses,
   excluding noncash compensation             103,793          109,816         46,467             -          260,076
                                              -------          -------         ------                        -------
Broadcast/publishing cash flow                 94,531           72,677          8,288             -          175,496
Corporate expenes, excluding
   noncash compensation                             -                -              -        15,750           15,750
Noncash compensation                                -                -              -        17,600           17,600
Depreciation and amortization (See Note 3)      6,012           21,120          1,497         3,461           32,090
                                                -----           ------          -----         -----           ------
Operating income (loss)                      $ 88,519         $ 51,557        $ 6,791     $ (36,811)       $ 110,056
                                             ========         ========        =======     =========        =========
Total assets                                $ 897,797      $ 1,060,321       $ 81,385      $ 95,274      $ 2,134,777
                                            =========      ===========       ========      ========      ===========
</TABLE>

With respect to EOC, the above information would be identical,  except corporate
total assets would be $87,513 and consolidated total assets would be $2,127,016.

<TABLE>
<CAPTION>
Nine Months Ended                                                          Publishing
November 30, 2001                            Radio          Television      and Other      Corporate     Consolidated
-----------------                            -----          ----------      ---------      ---------     ------------
                        (Unaudited, dollars in thousands)

<S>                                      <C>               <C>               <C>            <C>          <C>
Net revenues                               $ 206,868         $ 159,417       $ 54,904             $ -      $ 421,189
Station operating expenses,
   excluding noncash compensation            111,223           105,834         49,045               -        266,102
                                             -------           -------         ------                        -------
Broadcast/publishing cash flow                95,645            53,583          5,859               -        155,087
Time brokerage fees                              479                 -              -               -            479
Corporate expenses, excluding
   noncash compensation                            -                 -              -          14,879         14,879
Noncash compensation                               -                 -              -           5,890          5,890
Depreciation and amortization (See Note 3)    25,097            40,200          6,360           3,500         75,157
Restructuring fees and other                       -                 -              -             768            768
                                              ------            ------          -----           -----         ------
Operating income (loss)                     $ 70,069          $ 13,383         $ (501)      $ (25,037)      $ 57,914
                                            ========          ========         ======       =========       ========
Total assets                             $ 1,078,366       $ 1,305,392       $ 90,764       $ 106,221    $ 2,580,743
                                         ===========       ===========       ========       =========    ===========
</TABLE>


With respect to EOC, the above information would be identical,  except corporate
total assets would be $94,987 and consolidated total assets would be $2,569,509.

Note 7.   Financial Information for Subsidiary Guarantors
          and Subsidiary Non-Guarantors of Emmis Operating Company
          --------------------------------------------------------

         The  8  1/8%   senior   subordinated   notes  of  EOC  are   fully  and
unconditionally  guaranteed,  jointly  and  severally,  by  certain  direct  and
indirect subsidiaries of EOC (the "Subsidiary  Guarantors").  As of February 28,
2002 and November 30, 2002,  subsidiaries  holding  EOC's  interest in its radio
stations in Hungary and Argentina,  as well as certain other  subsidiaries (such
as those  conducting  joint ventures with third parties),  did not guarantee the
senior  subordinated  notes  (the  "Subsidiary  Non-Guarantors").  The claims of
creditors of the Subsidiary  Non-Guarantors have priority over the rights of EOC
to receive dividends or distributions from such subsidiaries.

         Presented below is condensed  consolidating  financial  information for
the EOC Parent  Company  Only,  the  Subsidiary  Guarantors  and the  Subsidiary
Non-Guarantors  as of February  28, 2002 and November 30, 2002 and for the three
and nine months  ended  November 30, 2001 and 2002.  EOC uses the equity  method
with respect to investments in subsidiaries.


<PAGE>


                             Emmis Operating Company
                             As of November 30, 2002
                      Condensed Consolidating Balance Sheet
                        (Unaudited, dollars in thousands)

<TABLE>
<CAPTION>
                                                                                             Eliminations
                                                    Parent                     Subsidiary          and
                                                    Company     Subsidiary       Non-        Consolidating
                                                     Only       Guarantors    Guarantors        Entries       Consolidated
                                                     ----       ----------    ----------        -------       ------------

CURRENT ASSETS:
<S>                                              <C>           <C>            <C>         <C>                 <C>
  Cash and cash equivalents                          $ 1,110       $ 4,990     $ 2,155             $ -            $ 8,255
  Accounts receivable, net                                 -       110,854       3,257               -            114,111
  Prepaid expenses                                     1,731        15,899         168               -             17,798
  Income tax refund receivable                        11,095             -           -               -             11,095
  Other                                                   25        26,412          30               -             26,467
  Assets held for sale                                     -             -           -               -                  -
                                                 -----------   -----------    --------    ------------        -----------
    Total current assets                              13,961       158,155       5,610               -            177,726

  Property and equipment, net                         34,984       189,064       1,322               -            225,370
  Intangible assets, net                               3,686     1,662,039       8,502               -          1,674,227
  Investment in affiliates                         1,894,247             -           -      (1,894,247)                 -
  Other assets, net                                   40,021        14,617         261          (5,206)            49,693
                                                 -----------   -----------    --------    ------------        -----------
    Total assets                                 $ 1,986,899   $ 2,023,875    $ 15,695    $ (1,899,453)       $ 2,127,016
                                                 ===========   ===========    ========    ============        ===========

CURRENT LIABILITIES:
  Accounts payable                                  $ 14,050      $ 18,513     $ 7,057             $ -           $ 39,620
  Current maturities of other long-term debt              34             3      16,780          (2,215)            14,602
  Current portion of TV program rights payable             -        30,085           -               -             30,085
  Accrued salaries and commissions                     1,115         7,570         194               -              8,879
  Accrued interest                                     6,619             -           -               -              6,619
  Deferred revenue                                         -        15,990           -               -             15,990
  Other                                                4,197         3,244           -               -              7,441
  Credit facility debt to be repaid with assets held
     for sale                                              -             -           -               -                  -
  Liabilities associated with assets held for sale         -             -           -               -                  -
                                                      ------        ------      ------          ------            -------
    Total current liabilities                         26,015        75,405      24,031          (2,215)           123,236

Long-term debt, net of current maturities          1,026,898                                                    1,026,898
Other long-term debt, net of current maturities           41           213       5,543          (2,991)             2,806
TV program rights payable, net of current portion          -        35,945           -               -             35,945
Other noncurrent liabilities                          16,050         4,186           -               -             20,236
Deferred income taxes                                 38,565             -           -               -             38,565
                                                   ---------       -------      ------          ------          ---------
    Total liabilities                              1,107,569       115,749      29,574          (5,206)         1,247,686

Shareholder's equity
  Common stock                                     1,027,221             -           -               -          1,027,221
  Additional paid-in capital                          94,168             -       4,393          (4,393)            94,168
  Subsidiary investment                                    -     1,587,533      20,671      (1,608,204)                 -
  Retained earnings/(accumulated deficit)           (222,966)      320,593     (23,920)       (296,673)          (222,966)
  Accumulated other comprehensive loss               (19,093)            -     (15,023)         15,023            (19,093)
                                                     -------     ---------     -------      ----------            -------
    Total shareholder's equity                       879,330     1,908,126     (13,879)     (1,894,247)           879,330
                                                     -------     ---------     -------      ----------            -------
    Total liabilities and shareholder's equity   $ 1,986,899   $ 2,023,875    $ 15,695    $ (1,899,453)       $ 2,127,016
                                                 ===========   ===========    ========    ============        ===========
</TABLE>


<PAGE>


                             Emmis Operating Company
                      Condensed Consolidating Balance Sheet
                             As of February 28, 2002
                        (Unaudited, dollars in thousands)


<TABLE>
<CAPTION>
                                                                                                   Eliminations
                                                        Parent                     Subsidiary          and
                                                       Company       Subsidiary       Non-        Consolidating
                                                         Only        Guarantors    Guarantors        Entries        Consolidated
                                                         ----        ----------    ----------        -------        ------------

CURRENT ASSETS:
<S>                                                 <C>            <C>              <C>           <C>              <C>
  Cash and cash equivalents                                 $ -        $ 4,970       $ 1,392               $ -         $ 6,362
  Accounts receivable, net                                    -         91,244         3,996                 -          95,240
  Prepaid expenses                                          612         14,049           186                 -          14,847
  Income tax refund receivable                               -              -             -                  -               -
  Other                                                     271         23,312            74                 -          23,657
  Assets held for sale                                        -        123,416             -                 -         123,416
                                                            ---        -------         -----                           -------
    Total current assets                                    883        256,991         5,648                 -         263,522

  Property and equipment, net                            35,957        192,690         2,492                 -         231,139
  Intangible assets, net                                  5,637      1,933,846        13,848                 -       1,953,331
  Investment in affiliates                            2,274,321              -             -        (2,274,321)              -
  Other assets, net                                      43,428         12,655           527            (5,463)         51,147
                                                         ------         ------           ---            ------          ------
    Total assets                                    $ 2,360,226    $ 2,396,182      $ 22,515      $ (2,279,784)    $ 2,499,139
                                                    ===========    ===========      ========      ============     ===========

CURRENT LIABILITIES:
  Accounts payable                                     $ 15,646       $ 18,373       $ 4,976              $ -         $ 38,995
  Current maturities of other long-term debt                 34             10        10,722           (2,833)           7,933
  Current portion of TV program rights payable                -         27,507             -                -           27,507
  Accrued salaries and commissions                          214          7,363           275                -            7,852
  Accrued interest                                       14,047              -            21                -           14,068
  Deferred revenue                                            -         16,392             -                -           16,392
  Other                                                   2,813          3,595             -                -            6,408
  Credit facility debt to be repaid with assets held
     for sale                                           135,000              -             -                -          135,000
  Liabilities associated with assets held for sale            -             63             -                -               63
                                                        -------         ------        ------           ------          -------
    Total current liabilities                           167,754         73,303        15,994           (2,833)         254,218

Long-term debt, net of current maturities             1,117,000              -             -                -        1,117,000
Other long-term debt, net of current maturities              41            366         9,172           (2,630)           6,949
TV program rights payable, net of current portion             -         40,551             -                -           40,551
Other noncurrent liabilities                             21,976          4,403           587                -           26,966
Deferred income taxes                                   108,988              -             -                -          108,988
                                                      ---------        -------        ------           ------        ---------
    Total liabilities                                 1,415,759        118,623        25,753           (5,463)      1,554,672

Shareholder's equity
  Common stock                                        1,027,221              -             -                -        1,027,221
  Additional paid-in capital                              8,108              -         4,393           (4,393)           8,108
  Subsidiary investment                                       -      1,883,897        20,650       (1,904,547)               -
  Retained earnings/(accumulated deficit)               (78,477)       393,662       (21,380)        (372,282)         (78,477)
  Accumulated other comprehensive loss                  (12,385)             -        (6,901)           6,901          (12,385)
                                                        -------      ---------        ------       ----------          -------
    Total shareholder's equity                          944,467      2,277,559        (3,238)      (2,274,321)         944,467
                                                        -------      ---------        ------       ----------          -------
    Total liabilities and shareholder's equity      $ 2,360,226    $ 2,396,182      $ 22,515     $ (2,279,784)     $ 2,499,139
                                                    ===========    ===========      ========     ============      ===========
</TABLE>


<PAGE>


                             Emmis Operating Company
                 Condensed Consolidating Statement of Operations
                  For the Three Months Ended November 30, 2002
                        (Unaudited, dollars in thousands)

<TABLE>
<CAPTION>
                                                                                           Eliminations
                                                 Parent                       Subsidiary       and
                                                 Company       Subsidiary        Non-      Consolidating
                                                  Only         Guarantors     Guarantors      Entries        Consolidated
                                                  ----         ----------     ----------      -------        ------------
<S>                                            <C>             <C>           <C>           <C>                 <C>

Net revenues                                       $ 67       $ 152,829       $ 2,648            $ -          $ 155,544
Operating expenses:
     Station operating expenses,
         excluding noncash compensation             (25)         85,401         2,405              -             87,781
     Corporate expenses, excluding
          noncash compensation                    5,571               -             -              -              5,571
     Noncash compensation                         4,852           1,618             -              -              6,470
     Depreciation and amortization                1,160           8,843           735              -             10,738
                                                  -----           -----           ---            ---             ------
          Total operating expenses               11,558          95,862         3,140              -            110,560
                                                 ------          ------         -----            ---            -------
Operating income (loss)                         (11,491)         56,967          (492)             -             44,984
                                                -------          ------          ----            ---             ------
Other income (expense)
     Interest expense                           (18,337)           (203)         (210)           161            (18,589)
     Loss from unconsolidated affiliates         (3,702)          3,574             -              -               (128)
     Other income (expense), net                    198             214          (561)          (271)              (420)
                                                    ---             ---          ----           ----               ----
          Total other income (expense)          (21,841)          3,585          (771)          (110)           (19,137)
                                                -------           -----          ----           ----            -------

Income (loss) before income taxes,
    extraordinary loss and accounting
    change                                      (33,332)         60,552        (1,263)          (110)            25,847

Provision (benefit) for income taxes            (11,935)         23,010             -              -             11,075
                                                -------          ------        ------           ----             ------
Income (loss) before extraordinary loss
    and accounting change                       (21,397)         37,542        (1,263)          (110)            14,772
Extraordinary loss, net of tax                        -               -             -              -                  -
Equity in earnings (loss) of subsidiaries        36,169               -             -        (36,169)                 -
                                               --------        --------      --------      ---------           --------
Net income (loss)                              $ 14,772        $ 37,542      $ (1,263)     $ (36,279)          $ 14,772
                                               ========        ========      ========      =========           ========
</TABLE>

<PAGE>


                             Emmis Operating Company
                 Condensed Consolidating Statement of Operations
                  For the Three Months Ended November 30, 2001
                        (Unaudited, dollars in thousands)

<TABLE>
<CAPTION>
                                                                                              Eliminations
                                                    Parent                       Subsidiary        and
                                                    Company       Subsidiary        Non-      Consolidating
                                                     Only         Guarantors     Guarantors      Entries       Consolidated
                                                     ----         ----------     ----------      -------       ------------

<S>                                                <C>             <C>             <C>         <C>               <C>
Net revenues                                          $ 353       $ 133,552       $ 4,384            $ -        $ 138,289
Operating expenses:
     Station operating expenses,
         excluding noncash compensation                 232          84,680         3,705              -           88,617
     Corporate expenses, excluding
         noncash compensation                         5,354               -             -              -            5,354
     Noncash compensation                             1,170             389             -              -            1,559
     Depreciation and amortization                    1,241          23,721           973              -           25,935
                                                     ------           -----           ---           ----              ---
          Total operating expenses                    7,997         108,790         4,678              -          121,465
                                                     ------           -----           ---           ----              ---
Operating income (loss)                              (7,644)         24,762          (294)             -           16,824
                                                     ------           -----           ---           ----              ---
Other income (expense)
     Interest expense                               (24,765)            (36)         (609)           165          (25,245)
     Loss from unconsolidated affiliates                  -          (1,366)            -              -           (1,366)
     Other income (expense), net                     (2,468)          2,478           118           (145)             (17)
                                                     ------           -----           ---           ----              ---
          Total other income (expense)              (27,233)          1,076          (491)            20          (26,628)
                                                    -------           -----          ----             --          -------

Income (loss) before income taxes,
    extraordinary loss and accounting
    change                                          (34,877)         25,838          (785)            20           (9,804)

Provision (benefit) for income taxes                (12,298)          9,762             -              -           (2,536)
                                                    -------          ------          ----             --           ------
Income (loss) before extraordinary loss
    and accounting change                           (22,579)         16,076          (785)            20           (7,268)
Extraordinary loss, net of tax                            -               -             -              -                -
Equity in earnings (loss) of subsidiaries            15,311               -             -        (15,311)               -
                                                   --------        --------        ------      ---------         --------
Net income (loss)                                  $ (7,268)       $ 16,076        $ (785)     $ (15,291)        $ (7,268)
                                                   ========        ========        ======      =========         ========
</TABLE>


<PAGE>


                             Emmis Operating Company
                 Condensed Consolidating Statement of Operations
                   For the Nine Months Ended November 30, 2002
                        (Unaudited, dollars in thousands)


<TABLE>
<CAPTION>
                                                                                             Eliminations
                                                    Parent                     Subsidiary         and
                                                   Company      Subsidiary        Non-       Consolidating
                                                     Only       Guarantors     Guarantors       Entries       Consolidated
                                                     ----       ----------     ----------       -------       ------------

<S>                                               <C>            <C>            <C>            <C>            <C>
Net revenues                                           $ 523     $ 427,052       $ 7,997            $ -        $ 435,572
Operating expenses:
     Station operating expenses,
         excluding noncash compensation                  347       252,396         7,333              -          260,076
     Corporate expenses, excluding
          noncash compensation                        15,750             -             -              -           15,750
     Noncash compensation                             13,200         4,400             -              -           17,600
     Depreciation and amortization                     3,461        26,473         2,156              -           32,090
                                                       -----        ------         -----          -----           ------
          Total operating expenses                    32,758       283,269         9,489              -          325,516
                                                      ------       -------         -----          -----          -------
Operating income (loss)                              (32,235)      143,783        (1,492)             -          110,056
                                                     -------       -------        ------          -----          -------
Other income (expense)
     Interest expense                                (59,720)         (656)         (983)           512          (60,847)
     Loss from unconsolidated affiliates              (3,702)         (506)            -              -           (4,208)
     Gain on sale of assets                                -         8,900             -              -            8,900
     Other income (expense), net                         837           626           (65)          (526)             872
                                                         ---           ---           ---           ----              ---
          Total other income (expense)               (62,585)        8,364        (1,048)           (14)         (55,283)
                                                     -------         -----        ------            ---          -------

Income (loss) before income taxes,
    extraordinary loss and accounting change         (94,820)      152,147        (2,540)           (14)          54,773

Provision (benefit) for income taxes                 (35,581)       57,816             -              -           22,235
                                                     -------       -------        ------            ---           ------

Income (loss) before extraordinary loss
    and accounting change                            (59,239)       94,331        (2,540)           (14)          32,538
Extraordinary item, net of tax                        (2,889)            -             -              -           (2,889)
Cumulative effect of accounting change,
    net of tax                                      (167,400)     (167,400)            -        167,400         (167,400)
Equity in earnings (loss) of subsidiaries             91,777             -             -        (91,777)               -
                                                  ----------     ---------      --------       --------       ----------
Net income (loss)                                 $ (137,751)    $ (73,069)     $ (2,540)      $ 75,609       $ (137,751)
                                                  ==========     =========      ========       ========       ==========
</TABLE>

<PAGE>


                             Emmis Operating Company
                 Condensed Consolidating Statement of Operations
                   For the Nine Months Ended November 30, 2001
                        (Unaudited, dollars in thousands)


<TABLE>
<CAPTION>
                                                                                                Eliminations
                                                   Parent                      Subsidiary           and
                                                   Company      Subsidiary        Non-         Consolidating
                                                    Only        Guarantors     Guarantors         Entries      Consolidated
                                                    ----        ----------     ----------         -------      ------------

<S>                                               <C>             <C>            <C>           <C>               <C>
Net revenues                                        $ 1,455      $ 407,850       $ 11,884            $ -         $ 421,189
Operating expenses:
     Station operating expenses,
        excluding noncash compensation                  948        254,600         10,554              -           266,102
     Time brokerage fees                                  -            479              -              -               479
     Corporate expenses, excluding
        noncash compensation                         14,879              -              -              -            14,879
     Noncash compensation                             4,418          1,472              -              -             5,890
     Depreciation and amortization                    3,500         69,039          2,618              -            75,157
     Restructuring fees and other                       768              -              -              -               768
                                                        ---            ---            ---            ---              ----
          Total operating expenses                   24,513        325,590         13,172              -           363,275
                                                     ------        -------         ------            ---           -------
Operating income (loss)                             (23,058)        82,260         (1,288)             -            57,914
                                                    -------         ------         ------            ---            ------
Other income (expense)
     Interest expense                               (79,247)          (181)        (2,200)           501           (81,127)
     Loss from unconsolidated affiliates                  -         (3,462)             -              -            (3,462)
     Other income (expense), net                     (1,251)         2,309             55           (369)              744
                                                     ------          -----             --           ----               ---
          Total other income (expense)              (80,498)        (1,334)        (2,145)           132           (83,845)
                                                    -------         ------         ------            ---           -------

Income (loss) before income taxes,
    extraordinary loss and accounting change       (103,556)        80,926         (3,433)           132           (25,931)
Provision (benefit) for income taxes                (36,223)        30,501              -              -            (5,722)
                                                   --------         ------         ------            ---           -------

Income (loss) before extraordinary loss
    and accounting change                           (67,333)        50,425         (3,433)           132           (20,209)
Extraordinary item, net of tax                       (1,084)             -              -              -            (1,084)
Cumulative effect of accounting change,
    net of tax                                            -              -              -              -                 -
Equity in earnings (loss) of subsidiaries            47,124              -              -        (47,124)                -
                                                  ---------       --------       --------      ---------         ---------
Net income (loss)                                 $ (21,293)      $ 50,425       $ (3,433)     $ (46,992)        $ (21,293)
                                                  =========       ========       ========      =========         =========
</TABLE>


<PAGE>


                             Emmis Operating Company
                 Condensed Consolidating Statement of Cash Flows
                   For the Nine Months Ended November 30, 2002
                        (Unaudited, dollars in thousands)


<TABLE>
<CAPTION>
                                                                                                   Eliminations
                                                         Parent                      Subsidiary        and
                                                         Company      Subsidiary        Non-      Consolidating
                                                          Only        Guarantors     Guarantors      Entries     Consolidated
                                                          ----        ----------     ----------      -------     ------------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                  <C>               <C>            <C>                <C>        <C>
  Net income (loss)                                 $ (137,751)       $ (73,069)     $ (2,540)      $ 75,609     $ (137,751)
  Adjustments to reconcile net income (loss) to net
     cash provided (used) by operating activities
      Cumulative effect of accounting change           167,400          167,400             -       (167,400)       167,400
      Extraordinary item                                 2,889                -             -              -          2,889
      Depreciation and amortization                      5,863           42,000         2,157              -         50,020
      Provision for bad debts                                -            3,189             -              -          3,189
      Provision (benefit) for deferred income taxes     22,235                -             -              -         22,235
      Noncash compensation                              13,200            4,400             -              -         17,600
      Gain on sale of assets                                 -           (8,900)            -              -         (8,900)
      Equity in earnings of subsidiaries               (91,777)               -             -         91,777              -
      Other                                                (14)               -        (8,122)            14         (8,122)
  Changes in assets and liabilities -
      Accounts receivable                                    -          (22,799)          739              -        (22,060)
      Prepaid expenses and other current assets           (873)          (5,589)           62              -         (6,400)
      Other assets                                       2,353            3,685           266              -          6,304
      Accounts payable and accrued liabilities          (7,293)          (2,228)        1,979              -         (7,542)
      Deferred liabilities                                   -             (402)            -              -           (402)
      Other liabilities                                 (2,726)         (16,039)       (4,216)             -        (22,981)
                                                        ------          -------        ------         ------        -------
      Net cash provided (used) by investing activities (26,494)          91,648        (9,675)             -         55,479
                                                       -------           ------        ------         ------         ------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment                   (2,488)         (19,483)          936              -        (21,035)
  Proceeds from sale of assets                               -          135,500             -              -        135,500
  Other                                                 (1,087)               -             -              -         (1,087)
                                                        ------          -------           ---            ---        -------
  Net cash provided (used) by investing activities      (3,575)         116,017           936              -        113,378
                                                        ------          -------           ---            ---        -------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments on long-term debt                          (238,102)               -             -              -       (238,102)
  Proceeds from long-term debt                          13,000                -             -              -         13,000
  Intercompany                                         184,982         (133,592)        9,502              -         60,892
  Debt related costs                                    (2,754)               -             -              -         (2,754)
                                                     ---------         --------       -------            ---        -------
  Net cash provided (used) by investing activities     (42,874)        (133,592)        9,502              -       (166,964)
                                                     ---------         --------       -------            ---        -------

INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS                                          (72,943)          74,073           763              -          1,893
CASH AND CASH EQUIVALENTS:
  Beginning of period                                        -            4,970         1,392              -          6,362
                                                     ---------         --------       -------            ---        -------

  End of period                                      $ (72,943)        $ 79,043       $ 2,155            $ -        $ 8,255
                                                     =========         ========       =======            ===        =======
</TABLE>

<PAGE>


                             Emmis Operating Company
                 Condensed Consolidating Statement of Cash Flows
                   For the Nine Months Ended November 30, 2001
                        (Unaudited, dollars in thousands)

<TABLE>
<CAPTION>
                                                                                                     Eliminations
                                                               Parent                   Subsidiary        and
                                                              Company     Subsidiary       Non-      Consolidating
                                                               Only       Guarantors    Guarantors      Entries      Consolidated
                                                               ----       ----------    ----------      -------      ------------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                          <C>            <C>            <C>                          <C>
  Net income (loss)                                        $ (21,293)     $ 50,425      $ (3,433)     $ (46,992)      $ (21,293)
  Adjustments to reconcile net income (loss) to net
     cash provided (used) by operating activities -
      Extraordinary item                                       1,084             -             -              -           1,084
      Depreciation and amortization                            8,295        82,351         2,617              -          93,263
      Provision for bad debts                                      -         2,782             -              -           2,782
      Provision (benefit) for deferred income taxes           (5,722)            -             -              -          (5,722)
      Noncash compensation                                     4,418         1,472             -              -           5,890
      Equity in earnings of subsidiaries                     (47,124)            -             -         47,124               -
      Other                                                      905           176          (223)          (132)            726
  Changes in assets and liabilities -
      Accounts receivable                                          -       (18,108)         (164)             -         (18,272)
      Prepaid expenses and other current assets                6,766        (3,083)          502              -           4,185
      Other assets                                            (4,683)       (6,211)            -              -         (10,894)
      Accounts payable and accrued liabilities                 6,687       (14,967)        1,112              -          (7,168)
      Deferred liabilities                                         -        (1,805)            -              -          (1,805)
      Other liabilities                                       16,288       (19,268)          325              -          (2,655)
                                                              ------       -------           ---            ---          ------
      Net cash provided (used) by investing activities       (34,379)       73,764           736              -          40,121
                                                             -------        ------           ---            ---          ------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment                          (1,542)      (23,913)         (331)             -         (25,786)
  Cash paid for acquisition                                        -      (140,746)            -              -        (140,746)
  Other                                                       (5,831)            -             -              -          (5,831)
                                                              ------      --------          ----           ----         --------
  Net cash provided (used) by investing activities            (7,373)     (164,659)         (331)            -        (172,363)
                                                              ------      --------          ----           ----         --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments on long-term debt                                (113,000)            -             -              -        (113,000)
  Proceeds from long-term debt                                 5,000             -             -              -           5,000
  Intercompany                                                98,500        87,538           984              -         187,022
  Debt related costs                                          (4,584)            -             -              -          (4,584)
                                                             -------        ------           ---            ---          ------
  Net cash provided (used) by investing activities           (14,084)       87,538           984              -          74,438
                                                             -------        ------           ---            ---          ------

INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS                                                (55,836)       (3,357)        1,389              -         (57,804)

CASH AND CASH EQUIVALENTS:
  Beginning of period                                         55,175         4,018           706              -          59,899
                                                              ------         -----           ---            ---          ------

  End of period                                               $ (661)        $ 661       $ 2,095            $ -         $ 2,095
                                                              ======         =====       =======            ===         =======
</TABLE>

[GRAPHIC OMITTED]



<PAGE>


Note 8.  Regulatory and Other Matters
         ----------------------------

         We acquired KGMB-TV in Honolulu,  Hawaii as part of the Lee acquisition
in October 2000. Because we already owned KHON-TV in Honolulu, and both KHON and
KGMB were rated among the top four television  stations in the Honolulu  market,
FCC regulations prohibited us from owning both stations.  However, we received a
temporary  waiver from the FCC that has allowed us to operate both stations (and
their related  "satellite"  stations).  The FCC recently  commenced an extensive
review of its ownership  rules,  including the rule that prohibits our ownership
of the two Hawaii  stations,  to determine  whether the  ownership  restrictions
continue to serve the public  interest.  We have requested a stay of divestiture
until the FCC  completes  its review of the  ownership  rules and are  currently
awaiting the FCC's decision on our request.  No assurances can be given that the
FCC will grant us the stay of divestiture and we may need to sell one of the two
stations in Hawaii.

         FCC  regulations  require  all  commercial  television  stations in the
United  States to be  currently  broadcasting  in  digital  format.  Nine of our
television  stations  are  currently  broadcasting  in  digital  format  and  we
requested waiver extensions until May 2003 for the remainder. Except for five of
our satellite  stations on which the FCC has not yet ruled,  the FCC granted all
of our waiver  requests.  We continue to work on the digital  conversion for our
stations and expect the  conversion of all but the five  satellite  stations for
which waivers have not been granted to be complete  before the expiration of the
FCC waivers. With respect to the five satellite stations, we continue to believe
that  the  grant  of  waivers  is  appropriate  because  the  delays  are due to
conditions largely beyond our control.  However, no assurances can be given that
such  waivers  will be  granted.  Based  upon the  FCC's  treatment  of  certain
broadcasters who were not granted  extensions to the original May 2002 deadline,
we believe  that the FCC will  issue a formal  admonishment  to any  broadcaster
whose  waiver  request  is denied  and may issue a  monetary  forfeiture  if the
station has not commenced digital  broadcasting within six months of the date of
the FCC's  admonishment.  We cannot predict the extent,  if any, of the monetary
fine, nor can we predict the other actions the FCC will take if the station does
not commence digital broadcasts within six months after the date of the fine.

         During  the third  quarter,  Emmis and CBS  revised  and  extended  the
affiliation agreements for all of our CBS-affiliated stations except our station
in Terre Haute,  which extends through December 31, 2005. The revised agreements
will continue our affiliation  with CBS through  September 18, 2006. We are also
engaged  in  discussions  with  NBC  and  Fox on the  modification,  renewal  or
extension of the affiliation agreements for our NBC and Fox affiliated stations.
We expect  that these  affiliation  agreements  will be  modified or extended on
terms that will not have a material adverse effect on our results of operations.

         The  Company is a party to  various  legal  proceedings  arising in the
ordinary  course of  business.  In the  opinion of  management  of the  Company,
however,  there are no legal  proceedings  pending against the Company likely to
have a material adverse effect on the Company.

Note 9.  Subsequent Event
         ----------------

         In  December  2002,  Emmis  reached  an  agreement  with the  Hungarian
broadcasting  authority,  the National Radio and Television  Board (ORTT),  that
resolved pending legal issues and extended the national license for Slager,  its
subsidiary in Hungary, through 2009. Slager agreed to pay the fees due under the
original broadcast contract in installments  through November 2004, the date the
contract was set to expire.  The license has been  extended an  additional  five
years with payment terms more  reflective of the current  Hungarian  advertising
environment


<PAGE>



Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

Note: Certain statements included in this report or in the financial  statements
contained herein which are not statements of historical fact,  including but not
limited  to those  identified  with the words  "expect,"  "will"  or "look"  are
intended  to  be,  and  are,  by  this  Note,   identified  as  "forward-looking
statements,"  as defined in the Securities and Exchange Act of 1934, as amended,
and involve known and unknown  risks,  uncertainties  and other factors that may
cause the actual  results,  performance  or  achievements  of the  Company to be
materially  different  from  any  future  result,   performance  or  achievement
expressed or implied by such  forward-looking  statement.  Such factors include,
among others,  general  economic and business  conditions;  fluctuations  in the
demand for advertising and demand for different types of advertising  media; our
ability to service our outstanding  debt;  increased  competition in our markets
and the broadcasting  industry;  our ability to attract and secure  programming,
on-air  talent,  writers  and  photographers;   inability  to  obtain  necessary
approvals for purchases or sale  transactions  or to complete the  transactions;
changes  in the  costs  of  programming;  inability  to  grow  through  suitable
acquisitions,  including desired radio acquisitions; new or changing regulations
of  the  Federal  Communications  Commission  or  other  governmental  agencies;
competition from new or different technologies; war, terrorist acts or political
instability; and other factors mentioned in other documents filed by the Company
in other filings with the  Securities  and Exchange  Commission.  Emmis does not
undertake  any  obligation  to  publicly  update or revise  any  forward-looking
statements because of new information, future events or otherwise.

General

         The Company  evaluates  performance of its operating  entities based on
broadcast cash flow (BCF) and publishing  cash flow (PCF).  Management  believes
that BCF and PCF are useful  because  they provide a  meaningful  comparison  of
operating  performance  between  companies  in  the  industry  and  serve  as an
indicator of the market value of a group of stations or publishing entities. BCF
and PCF are generally recognized by the broadcast and publishing industries as a
measure of performance and are used by analysts who report on the performance of
broadcasting and publishing groups.

         BCF  and PCF  are  not  measures  of  liquidity  or of  performance  in
accordance with accounting  principles  generally accepted in the United States,
and should be viewed as a supplement  to, and not a substitute  for, our results
of operations presented on the basis of accounting principles generally accepted
in the United States. Specifically,  BCF and PCF do not take into account Emmis'
debt service  requirements and other commitments and,  accordingly,  BCF and PCF
are not  necessarily  indicative of amounts that may be available for dividends,
reinvestment in Emmis' business or other discretionary uses.  Moreover,  BCF and
PCF are not  standardized  measures and may be  calculated  in a number of ways.
Thus, our  calculation of these non-GAAP  measures may not be comparable to such
non-GAAP  measures  calculated by other companies.  Emmis defines BCF and PCF as
revenues net of agency  commissions and station  operating  expenses,  excluding
noncash compensation.

         The primary  source of  broadcast  advertising  revenues is the sale of
advertising time to local and national  advertisers.  Publishing entities derive
revenue from  subscriptions,  newsstand sales and the sale of print advertising.
Broadcasting  revenue is recognized  as  advertisements  are aired.  Publication
revenue is  recognized  in the month of  delivery of the  publication.  The most
significant  station  operating  expenses are employee salaries and commissions,
costs  associated  with  programming,  advertising  and  promotion,  and station
general and administrative costs.

         The Company's results are subject to seasonal fluctuations.  Therefore,
results shown on a quarterly basis are not necessarily indicative of results for
a full year.

<PAGE>

         Unless otherwise  noted, all disclosures  contained in the Management's
Discussion and Analysis of Financial Condition and Results of Operations in this
Form 10-Q apply to Emmis and EOC.

Critical Accounting Policies:

         Critical  accounting  policies  are  defined  as those  that  encompass
significant  judgments and  uncertainties,  and  potentially  derive  materially
different  results under different  assumptions and conditions.  We believe that
our critical accounting policies are those described below.

         Impairment of Goodwill and Indefinite-lived Intangibles

         The  annual   impairment   tests  for  goodwill  and   indefinite-lived
intangibles  under  SFAS No.  142  require  us to make  certain  assumptions  in
determining fair value,  including  assumptions about the cash flow growth rates
of our businesses.  Additionally,  the fair values are significantly impacted by
macro-economic  factors,  including  market multiples at the time the impairment
tests are performed.  Accordingly, we may incur additional impairment charges in
future  periods  under SFAS No. 142 to the extent we do not achieve our expected
cash flow growth rates, or to the extent that market values decrease.

         Allocations for Purchased Assets

         We  typically  engage an  independent  appraisal  firm to value  assets
acquired in a material acquisition.  We use the appraisal report to allocate the
purchase price of the  acquisition.  To the extent that purchased assets are not
allocated   appropriately,   depreciation  and  amortization  expense  could  be
misstated.

         Allowance for Doubtful Accounts

         Our  allowance  for doubtful  accounts  requires us to estimate  losses
resulting from our customers' inability to make payments. We specifically review
historical  write-off  activity by market,  large customer  concentrations,  and
changes in our customer  payment  patterns when  evaluating  the adequacy of the
allowance for doubtful  accounts.  If the  financial  condition of our customers
were to  deteriorate,  resulting  in an  impairment  of  their  ability  to make
payments, then additional allowances may be required.

Results of  Operations  for the Three and Nine Months  Ended  November  30, 2002
Compared to November 30, 2001

         In April  2002,  we sold 4.6  million  shares of Class A common  stock,
raising  $120.2  million in net  proceeds.  One half of the proceeds was used in
April 2002 to repay outstanding  indebtedness  under our credit facility and the
remaining half of the proceeds was used in July 2002 to redeem 22.6% of ECC's 12
1/2% senior  discount  notes due 2011.  In May 2002, we sold KALC-FM to Entercom
Communications Corp. for $88.0 million and KXPK-FM to Entravision Communications
Corporation  for $47.5  million.  The proceeds from the sales were used to repay
outstanding term loans under our credit facility.  These transactions impact the
comparability of operating results period over period.

<PAGE>

<TABLE>
<CAPTION>
                      Summary of Segment Operating Results
                             (Dollars in thousands)

                                          Three Months       Three Months
                                              Ended              Ended          Increase/     Percentage
                                        November 30, 2002  November 30, 2001    (Decrease)      Change
                                        -----------------  -----------------    ----------      ------

<S>                                           <C>                <C>             <C>             <C>
Radio net revenues                           $ 65,710           $ 66,623         $ (913)         -1.4%
Television net revenues                        69,910             52,556         17,354          33.0%
Publishing net revenues                        19,924             19,110            814           4.3%
                                               ------             ------            ---
    Total net revenues                        155,544            138,289         17,255          12.5%

Radio station operating expenses,
    excluding noncash compensation             34,285             36,376         (2,091)         -5.7%
Television station operating expenses,
    excluding noncash compensation             37,752             35,959          1,793           5.0%
Publishing operating expenses,
    excluding noncash compensation             15,744             16,282           (538)         -3.3%
                                               ------             ------           ----
    Total station operating expenses,
      excluding noncash compensation           87,781             88,617           (836)         -0.9%

Radio broadcast cash flow                      31,425             30,247          1,178           3.9%
Television broadcast cash flow                 32,158             16,597         15,561          93.8%
Publishing cash flow                            4,180              2,828          1,352          47.8%
                                               ------             ------         ------
    Total broadcast/publishing cash flow       67,763             49,672         18,091          36.4%

Radio broadcast cash flow margin                47.8%              45.4%
Television broadcast cash flow margin           46.0%              31.6%
Publishing cash flow margin                     21.0%              14.8%
    Total broadcast/publishing
      cash flow margin                          43.6%              35.9%
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                      Summary of Segment Operating Results
                             (Dollars in thousands)


                                                  Nine Months         Nine Months
                                                     Ended               Ended          Increase/     Percentage
                                               November 30, 2002   November 30, 2001   (Decrease)       Change
                                               -----------------   -----------------   ----------       ------

<S>                                               <C>                 <C>              <C>                <C>
Radio net revenues                                $ 198,324           $ 206,868        $ (8,544)         -4.1%
Television net revenues                             182,493             159,417          23,076          14.5%
Publishing net revenues                              54,755              54,904            (149)         -0.3%
                                                     ------              ------            ----
    Total net revenues                              435,572             421,189          14,383           3.4%

Radio station operating expenses,
    excluding noncash compensation                  103,793             111,223          (7,430)         -6.7%
Television station operating expenses,
    excluding noncash compensation                  109,816             105,834           3,982           3.8%
Publishing operating expenses,
    excluding noncash compensation                   46,467              49,045          (2,578)         -5.3%
                                                     ------              ------          ------
    Total station operating expenses,
      excluding noncash compensation                260,076             266,102          (6,026)         -2.3%

Radio broadcast cash flow                            94,531              95,645          (1,114)         -1.2%
Television broadcast cash flow                       72,677              53,583          19,094          35.6%
Publishing cash flow                                  8,288               5,859           2,429          41.5%
                                                      -----               -----           -----
    Total broadcast/publishing cash flow            175,496             155,087          20,409          13.2%

Radio broadcast cash flow margin                      47.7%               46.2%
Television broadcast cash flow margin                 39.8%               33.6%
Publishing cash flow margin                           15.1%               10.7%
    Total broadcast/publishing
      cash flow margin                                40.3%               36.8%
</TABLE>


Net revenues:

         Radio net  revenues  for the  three  months  ended  November  30,  2002
decreased $0.9 million,  or 1.4%,  and decreased  $8.5 million,  or 4.1% for the
nine months ended  November 30, 2002. On a pro forma basis  (assuming the Denver
radio asset sales had  occurred on March 1, 2001),  radio net  revenues  for the
three months ended November 30, 2002 would have increased $2.1 million, or 3.3%,
and decreased $0.3 million, or 0.1% for the nine months ended November 30, 2002.
Radio net revenues were  negatively  impacted by the  devaluation of the peso in
Argentina,  as  international  radio net  revenues  for the three  months  ended
November 30, 2002 decreased $1.7 million,  or 39.6%, and decreased $3.9 million,
or 32.7%  for the nine  months  ended  November  30,  2002.  Domestic  radio net
revenues were  negatively  impacted by a format change by one of our competitors
in the New York  market.  The  negative  impact  in our New York  market,  which
represents  approximately 30% of our radio net revenues,  was offset by improved
performance in our other markets.

         Television  net revenues  for the three months ended  November 30, 2002
increased $17.4 million,  or 33.0% and increased $23.1 million, or 14.5% for the
nine months  ended  November 30, 2002.  This  increase is due to our  television
stations  selling a higher  percentage of their  inventory  and charging  higher
rates due to ratings improvements,  coupled with approximately $13.0 million and
$17.3 million of political advertising net revenues in the three and nine months
ended November 30, 2002, respectively.

<PAGE>

         Publishing  revenues  for the three  months  ended  November  30,  2002
increased $0.8 million, or 4.3% and decreased $0.1 million, or 0.3% for the nine
months ended November 30, 2002.  Publishing  revenues have been essentially flat
for the year, as our publishing business has not seen the same level of recovery
in advertisement  spending that, in general, our radio and television businesses
have experienced.

         On a  consolidated  basis,  net  revenues  for the three  months  ended
November  30, 2002  increased  $17.3  million,  or 12.5%,  and  increased  $14.4
million,  or 3.4% for the nine months ended  November 30, 2002 due to the effect
of the items described  above. On a pro forma basis,  net revenues for the three
months ended November 30, 2002 increased $20.3 million,  or 15.0%, and increased
$22.6  million,  or 5.5% for the nine months ended  November 30, 2002 due to the
effect of the items described above.

Station operating expenses, excluding noncash compensation:

         Radio  station  operating  expenses,  excluding  noncash  compensation,
decreased  $2.1 million,  or 5.7% for the three months ended  November 30, 2002,
and decreased $7.4 million, or 6.7% for the nine months ended November 30, 2002.
On a pro forma basis  (assuming  the Denver  radio  asset sales had  occurred on
March  1,  2001),   radio  station   operating   expenses,   excluding   noncash
compensation,  for the three and nine months ended  November 30, 2002 would have
increased  $0.1  million,   or  0.3%  and  decreased  $1.7  million,   or  1.6%,
respectively.  Increases in  promotional  spending for our radio  stations  were
offset by the implementation of our stock compensation program in December 2001,
whereby the salaries of our full-time  employees were  generally  reduced by 10%
and supplemented with a corresponding stock grant.

         Television station operating expenses,  excluding noncash compensation,
for the three and nine months ended November 30, 2002 increased $1.8 million, or
5.0% and $4.0  million,  or 3.8%  respectively.  This  increase is due to higher
programming,  promotion and sales-related costs,  partially offset by the impact
of our stock compensation program.

         Publishing   operating   expenses,   excluding  noncash   compensation,
decreased $0.5 million, or 3.3% for the three months ended November 30, 2002 and
decreased $2.6 million, or 5.3% for the nine months ended November 30, 2002, due
to cost control measures and our stock compensation program.

         On a consolidated basis, station operating expenses,  excluding noncash
compensation,  for three and nine months ended  November 30, 2002 decreased $0.8
million, or 0.9%, and $6.0 million,  or 2.3% respectively,  due to the effect of
the items described  above. On a pro forma basis,  station  operating  expenses,
excluding  noncash  compensation,  for three and nine months ended  November 30,
2002  increased  $1.4  million,  or 1.6%,  and decreased  $0.3 million,  or 0.1%
respectively, due to the effect of the items described above.

Noncash compensation expenses:

         Noncash  compensation  expenses for the three months ended November 30,
2002 were $6.5 million compared to $1.6 million for the same period of the prior
year, an increase of $4.9 million or 315.0%.  Noncash compensation  expenses for
the nine months  ended  November  30, 2002 were $17.6  million  compared to $5.9
million for the same period of the prior year,  an increase of $11.7  million or
198.8%.  Noncash  compensation  includes  compensation  expense  associated with
restricted  common  stock  issued  under  employment  agreements,  common  stock
contributed  to the  Company's  Profit  Sharing  Plan,  common  stock  issued to
employees at our discretion and common stock issued to employees pursuant to our
stock compensation program. Our stock compensation program increased our noncash
compensation  expense by  approximately  $5.1 million and $13.3  million for the
three  and  nine  months  ended  November  30,  2002,  respectively.  Our  stock
compensation program began December 2001; therefore,  no expense related to this
program was  recorded in the three and nine month  periods  ended  November  30,
2001.

<PAGE>

Corporate expenses, excluding noncash compensation:

         Corporate  expenses,  excluding  noncash  compensation,  for the  three
months ended  November  30, 2002 were $5.6 million  compared to $5.4 million for
the same  period  of the  prior  year,  an  increase  of $0.2  million  or 4.1%.
Corporate expenses,  excluding noncash  compensation,  for the nine months ended
November  30, 2002 were $15.8  million  compared  to $14.9  million for the same
period of the prior  year,  an  increase  of $0.9  million or 5.9%.  These costs
increased due to higher  professional  fees  associated with financing and other
transactions,  health  care  costs  and  increases  in  training  and  personnel
development, partially offset by benefits from our stock compensation program.

Depreciation and amortization:

         Radio depreciation and amortization  expense for the three months ended
November 30, 2002 was $2.0 million  compared to $8.6 million for the same period
of the prior year, a decrease of $6.6 million or 77.0%.  Radio  depreciation and
amortization  expense  for the nine  months  ended  November  30,  2002 was $6.0
million  compared to $25.1  million  for the same  period of the prior  year,  a
decrease of $19.1 million or 76.0%. The decrease was mainly  attributable to our
adoption  on March 1,  2002 of SFAS No.  142,  "Goodwill  and  Other  Intangible
Assets,"  as  described  more  fully  in  Note 3 to the  condensed  consolidated
financial  statements.  Adoption of this  accounting  standard had the impact of
eliminating  our  amortization  expense  for  goodwill  and  FCC  licenses.  For
comparison  purposes,  for the three and nine month periods  ended  November 30,
2001, we recorded  radio  amortization  expense for goodwill and FCC licenses of
$7.0 million and $20.5 million, respectively.

         Television  depreciation and amortization  expense for the three months
ended November 30, 2002 was $7.1 million  compared to $13.9 million for the same
period of the prior  year,  a  decrease  of $6.8  million  or 48.8%.  Television
depreciation  and  amortization  expense for the nine months ended  November 30,
2002 was $21.1  million  compared  to $40.2  million  for the same period of the
prior year, a decrease of $19.1  million or 47.5%.  The decrease was also mainly
attributable  to our adoption of SFAS No. 142,  "Goodwill  and Other  Intangible
Assets." For  comparison  purposes,  for the three and nine month  periods ended
November 30, 2001, we recorded television  amortization expense for goodwill and
FCC licenses of $7.0 million and $21.0 million, respectively.

         Publishing  depreciation and amortization  expense for the three months
ended  November 30, 2002 was $0.4 million  compared to $2.1 million for the same
period of the prior  year,  a  decrease  of $1.7  million  or 78.8%.  Publishing
depreciation  and  amortization  expense for the nine months ended  November 30,
2002 was $1.5 million  compared to $6.4 million for the same period of the prior
year,  a  decrease  of $4.9  million  or 76.5%.  The  decrease  was also  mainly
attributable  to our adoption of SFAS No. 142,  "Goodwill  and Other  Intangible
Assets." For  comparison  purposes,  for the three and nine month  periods ended
November 30, 2001, we recorded publishing  amortization  expense for goodwill of
$1.3 million and $4.0 million, respectively.

         On a consolidated basis,  depreciation and amortization expense for the
three months ended November 30, 2002 was $10.7 million compared to $25.9 million
for the same  period of the prior year,  a decrease  of $15.2  million or 58.6%.
Depreciation  and  amortization  expense for the nine months ended  November 30,
2002 was $32.1  million  compared  to $75.2  million  for the same period of the
prior year, a decrease of $43.1  million or 57.3%.  The decrease was also mainly
attributable  to our adoption of SFAS No. 142,  "Goodwill  and Other  Intangible
Assets." For  comparison  purposes,  for the three and nine month  periods ended
November  30,  2001,  we  recorded  amortization  expense for  goodwill  and FCC
licenses of $15.3 million and $45.5 million, respectively.

<PAGE>

Operating income:

         Radio operating income for the three months ended November 30, 2002 was
$29.4  million  compared to $21.6 million for the same period of the prior year,
an increase of $7.8 million or 36.2%. Radio operating income for the nine months
ended November 30, 2002 was $88.5 million compared to $70.1 million for the same
period of the prior year, an increase of $18.4  million or 26.3%.  Substantially
all of the increase was attributable to our adoption of SFAS No. 142,  "Goodwill
and Other Intangible Assets," as described more fully in Note 3 to the condensed
financial  statements.  Adoption of this  accounting  standard had the impact of
eliminating our radio amortization expense for goodwill and FCC licenses,  which
totaled  $7.0  million in the three  months  ended  November  30, 2001 and $20.5
million in the nine months ended November 30, 2001.

         Television  operating  income for the three months  ended  November 30,
2002 was $25.0 million compared to $2.7 million for the same period of the prior
year, an increase of $22.3 million or 841.9%.  Television  operating  income for
the nine months  ended  November  30, 2002 was $51.6  million  compared to $13.4
million for the same period of the prior year,  an increase of $38.2  million or
285.2%. These increases were driven by higher revenues, as previously described,
and our  adoption  of SFAS No.  142,  "Goodwill  and Other  Intangible  Assets."
Adoption  of  this  accounting  standard  had  the  impact  of  eliminating  our
television  amortization  expense for goodwill and FCC  licenses,  which totaled
$7.0 million in the three months  ended  November 30, 2001 and $21.0  million in
the nine months ended November 30, 2001.

         Publishing  operating  income for the three months  ended  November 30,
2002 was $3.7 million  compared to $0.7 million for the same period of the prior
year, an increase of $3.0 million or 420.5% Publishing  operating income for the
nine months ended November 30, 2002 was $6.8 million  compared to a loss of $0.5
million for the same period of the prior  year,  an increase of $7.3  million or
1,455.5%.  The increase was primarily  attributable to the implementation of our
stock compensation program and our adoption of SFAS No. 142, "Goodwill and Other
Intangible  Assets."  Adoption  of this  accounting  standard  had the impact of
eliminating our publishing amortization expense for goodwill, which totaled $1.3
million in the three months ended November 30, 2001 and $4.0 million in the nine
months ended November 30, 2001.

         On a consolidated  basis,  operating  income for the three months ended
November  30,  2002 was $45.0  million  compared  to $16.8  million for the same
period of the prior  year,  an increase  of $28.2  million or 167.4%.  Operating
income for the nine months ended November 30, 2002 was $110.1  million  compared
to $57.9  million for the same  period of the prior  year,  an increase of $52.2
million or 90.0%. These increases resulted from better operating  performance at
our stations,  as described above,  and our adoption of SFAS No. 142,  "Goodwill
and Other  Intangible  Assets."  Adoption of this  accounting  standard  had the
impact of eliminating  our  amortization  expense for goodwill and FCC licenses,
which  totaled  $15.3  million in the three months  ended  November 30, 2001 and
$45.5 million in the nine months ended November 30, 2001.

Interest expense:

     With respect to Emmis, interest expense for the three months ended November
30, 2002 was $24.5 million  compared to $32.1 million for the same period of the
prior year, a decrease of $7.6 million or 23.7%.  Interest  expense for the nine
months ended  November 30, 2002 was $80.6 million  compared to $99.2 million for
the same period of the prior year,  a decrease of $18.6  million or 18.7%.  This
decrease is  attributable  to a decrease in the interest rates we pay on amounts
outstanding  under  our  credit  facility,  which  is  variable  rate  debt  and
repayments  of amounts  outstanding  under our credit  facility.  The  decreased
interest  rates  reflected  both a decrease  in the base  interest  rate for our
credit facility due to a lower overall interest rate environment, and a decrease
in the  margin  applied  to the base rate  resulting  from the June 2002  credit
facility  amendment.  In the  quarter  ended May 31,  2002,  we  repaid  amounts
outstanding  under our credit  facility  with the  proceeds of our Denver  radio
asset sales in May 2002 and a portion of the proceeds  from our equity  offering
in  April

<PAGE>

2002, with the remaining portion being used to reduce amounts  outstanding under
our senior  discount notes in the quarter ended November 30, 2002.  With respect
to EOC,  interest expense for the three months ended November 30, 2002 was $18.6
million  compared to $25.2  million  for the same  period of the prior  year,  a
decrease of $6.6  million or 26.4%.  Interest  expense for the nine months ended
November  30,  2002 was $60.8  million  compared  to $81.1  million for the same
period of the prior year, a decrease of $20.3 million or 25.0%. This decrease is
also  primarily  attributable  to a  decrease  in the  interest  rates we pay on
amounts  outstanding  under our  credit  facility,  and  repayments  of  amounts
outstanding under our credit facility.  The difference  between interest expense
for Emmis and EOC is due to interest expense associated with the senior discount
notes, for which ECC is the obligor, and thus it is excluded from the results of
operations of EOC.

Income (loss) before income taxes, extraordinary loss and accounting change:

         With respect to Emmis, income (loss) before income taxes, extraordinary
loss and accounting change increased to $20.0 million for the three months ended
November  30,  2002 from a loss  before  income  taxes,  extraordinary  loss and
accounting change of $16.6 million for the same period of the prior year. Income
(loss) before income taxes,  extraordinary  loss and accounting change increased
to $35.0 million for the nine months ended  November 30, 2002 from a loss before
income taxes,  extraordinary loss and accounting change of $43.0 million for the
same period of the prior year.  The increase in the income  before income taxes,
extraordinary  loss and  accounting  change for the three and nine months  ended
November 30, 2002 is mainly attributable to: (1) better operating results at our
stations,  (2) the  elimination  of our  amortization  expense for  goodwill and
broadcasting  licenses of $15.3 million and $45.5 million,  respectively,  (3) a
reduction in interest  expense as a result of the factors  described above under
interest  expense,  and (4) in the case of the nine months  ended  November  30,
2002, the gain on sale of our Denver radio assets of $8.9 million.  With respect
to EOC,  income (loss) before income taxes,  extraordinary  loss and  accounting
change  increased to $25.8 million for the three months ended  November 30, 2002
from a loss before income taxes,  extraordinary  loss and  accounting  change of
$9.8 million for the same period of the prior year.  Income (loss) before income
taxes,  extraordinary  loss and accounting change increased to $54.8 million for
the nine  months  ended  November  30,  2002 from a loss  before  income  taxes,
extraordinary loss and accounting change of $25.9 million for the same period of
the prior year.  The increase in the income before  income taxes,  extraordinary
loss and  accounting  change is mainly  attributable  to: (1)  better  operating
results at our stations,  (2) the  elimination of our  amortization  expense for
goodwill  and  broadcasting   licenses  of  $15.3  million  and  $45.5  million,
respectively,  (3) a reduction  in  interest  expense as a result of the factors
described above under interest  expense,  and (4) in the case of the nine months
ended  November  30,  2002,  the gain on sale of our Denver radio assets of $8.9
million.

Net loss:

         With  respect  to Emmis,  net income  was $10.8  million  for the three
months ended  November 30, 2002 compared to a loss of $11.7 million for the same
period of the prior year. The increase in net income is mainly  attributable  to
better operating results,  the elimination of amortization expense and decreased
interest  expense,  each  described  above,  and  each  net of  taxes.  Net loss
increased  to $159.3  million for the nine months  ended  November 30, 2002 from
$32.3 million for the same period of the prior year. The increase in net loss is
mainly attributable to (1) a $167.4 million impairment charge, net of a deferred
tax benefit,  under the cumulative effect of accounting change as an accumulated
transition adjustment  attributable to the adoption on March 1, 2002 of SFAS No.
142, "Goodwill and Other Intangible  Assets." (2) a $11.1 million  extraordinary
loss,  net of a  deferred  tax  benefit,  relating  to the  premium  paid on the
redemption  of our  discount  notes  and the  write-off  of  deferred  debt fees
associated  with debt repaid  during the nine months,  and (3) better  operating
results,  the elimination of amortization  expense,  the gain on asset sales and
the reduction in interest  expense,  all described  above, and all net of taxes;
With  respect to EOC,  net income was $14.8  million for the three  months ended
November 30, 2002  compared to a net loss of $7.3 million for the same period of
the prior  year.  The  increase in net income is mainly  attributable  to better
operating results, the elimination of amortization  expense, and the

<PAGE>

decrease in interest  expense,  each described above, and each net of taxes. Net
loss  increased to $137.8  million for the nine months  ended  November 30, 2002
from $21.3  million for the same period of the prior year.  The  increase in net
loss is mainly  attributable to (1) a $167.4 million impairment charge, net of a
deferred tax benefit,  under the  cumulative  effect of accounting  change as an
accumulated transition adjustment  attributable to the adoption on March 1, 2002
of SFAS No. 142,  "Goodwill  and Other  Intangible  Assets;"  (2) a $2.9 million
extraordinary loss, net of a deferred tax benefit,  relating to the write-off of
deferred debt fees associated  with debt repaid during the nine months,  and (3)
better operating results,  the elimination of amortization  expense, the gain on
asset sales and the reduction in interest expense,  all described above, and all
net of taxes.

Liquidity and Capital Resources

         Our primary  sources of liquidity are cash  provided by operations  and
cash  available  through  revolver  borrowings  under our credit  facility.  Our
primary uses of capital have been historically,  and are expected to continue to
be, funding acquisitions, capital expenditures, working capital and debt service
and, in the case of ECC, preferred stock dividend requirements.  Since we manage
cash on a  consolidated  basis,  any  cash  needs  of a  particular  segment  or
operating entity are met by intercompany transactions.  See Investing Activities
below for discussion of specific segment needs.

         At November 30, 2002, we had cash and cash  equivalents of $8.3 million
and net working  capital for Emmis and EOC of $53.4  million and $54.5  million,
respectively.  At February 28, 2002,  we had cash and cash  equivalents  of $6.4
million  and net working  capital  for Emmis and EOC of $19.8  million and $21.0
million,   respectively,   excluding   assets  held  for  sale  and   associated
liabilities.  The  economic  stimulus  package  passed by Congress in March 2002
allowed Emmis to offset recent years'  taxable  losses  against  taxable  income
generated  up to five years ago.  As a result,  Emmis has  recorded a tax refund
receivable of $11.1 million as of November 30, 2002.  The remaining  increase in
net working capital  primarily  relates to accounts  receivable  increasing more
than the increase in current liabilities.

     Operating Activities

         With respect to Emmis, net cash flows provided by operating  activities
were $56.5 million for the nine months ended November 30, 2002 compared to $41.1
million  for the same period of the prior year.  With  respect to EOC,  net cash
flows  provided by operating  activities  were $55.5 million for the nine months
ended  November  30,  2002  compared  to net cash flows  provided  by  operating
activities of $40.1 million for the same period of the prior year.  The increase
in cash  flows  provided  by  operating  activities  for the nine  months  ended
November 30, 2002 as compared to the same period in the prior year is due to our
increase in net revenues less station operating expenses and corporate expenses,
partially driven by cash savings generated by our stock compensation program. We
experienced  a  significant   increase  in  cash  flows  provided  by  operating
activities in our third fiscal quarter of the current year. The third quarter of
the prior year  reflected the  immediate  impacts of the events of September 11,
2001. Cash flows provided by operating  activities are  historically the highest
in our third and fourth fiscal quarters as a significant portion of our accounts
receivable  collections  is derived from  revenues  recognized in our second and
third fiscal quarters, which are our highest revenue quarters.

     Investing Activities

         Cash flows provided by investing activities were $113.4 million for the
nine months ended November 30, 2002 compared to cash used in investing of $172.4
million  in the same  period of the  prior  year.  This  increase  is  primarily
attributable  to our sales of radio  stations in the nine months ended  November
30, 2002 as opposed to our  purchase of radio  stations in the nine months ended
November 30, 2001,  partially  offset by a reduction in capital  expenditures in
the nine months ended  November 30, 2002 over the same period in the prior year.
Investment activities include capital expenditures and business acquisitions and
dispositions.

<PAGE>

         As  discussed  in  results  of  operations  above  and in Note 4 to the
accompanying  condensed  consolidated  financial  statements,  Emmis  sold radio
stations  KALC-FM and KXPK-FM in Denver,  Colorado for $135.5 million in cash in
the quarter  ended May 31, 2002.  The net cash  proceeds of $135.5  million were
used to repay outstanding  borrowings under the credit facility. As disclosed in
the  supplemental  disclosures to the  statements of cash flows,  Emmis acquired
radio stations KKLT-FM, KTAR-AM and KMVP-AM, in Phoenix, Arizona, in the quarter
ended  May 31,  2001  for cash of  $140.7  million.  The  Company  financed  the
acquisition  through a $20.0 million advance  payment  borrowed under the credit
facility  in June  2000 and the  remainder  with  borrowings  under  the  credit
facility  and proceeds  from ECC's March 2001 senior  discount  notes  offering.
Emmis began programming and selling  advertising on the radio stations on August
1, 2000 under a time brokerage agreement.

         Capital  expenditures  primarily  relate to leasehold  improvements  to
various  office and studio  facilities,  broadcast  equipment  purchases,  tower
upgrades and computer  equipment  replacements.  In the nine month periods ended
November 30, 2002 and 2001,  we had capital  expenditures  of $21.0  million and
$25.8 million,  respectively.  We incurred approximately $9.0 million of capital
expenditures  relating  to the  construction  of new  operating  facilities  for
WALA-TV in Mobile,  Alabama in the first  nine  months of the prior  year.  This
decrease  is  partially  offset  by  capital  expenditures  associated  with our
conversion to digital  television.  We anticipate that future  requirements  for
capital  expenditures  will include  capital  expenditures  incurred  during the
ordinary  course of business,  including  approximately  $11.0 million in fiscal
2003  for  the  conversion  to  digital  television.  Although  we  expect  that
substantially  all of our stations will broadcast a digital signal by the end of
our fiscal 2003, we will incur  approximately  $8 million of  additional  costs,
after fiscal 2003, to upgrade the digital  signals of five of our local stations
and an  indeterminable  amount  to  upgrade  the  digital  signals  of our  nine
satellite  stations.  We  expect  to fund such  capital  expenditures  with cash
generated from operating activities and borrowings under our credit facility.

     Financing Activities

         Cash flows used in financing  activities  for Emmis and EOC were $168.0
million and $167.0 million, respectively, for the nine months ended November 30,
2002.  Cash flows provided by financing  activities for Emmis and EOC were $73.5
million and $74.4 million, respectively, for the same period of the prior year.

         As  discussed  in  Note 4 to the  accompanying  condensed  consolidated
financial  statements,  in April  2002,  ECC  completed  the sale of 4.6 million
shares  of its  Class A common  stock at $26.80  per  share  resulting  in total
proceeds of $123.3 million.  The net proceeds of $120.2 million were contributed
to EOC and 50% of the net proceeds were used in April 2002 to repay  outstanding
borrowings  under our credit facility.  The remainder was invested,  and in July
2002 distributed to ECC to redeem  approximately  22.6% of ECC's $370.0 million,
face value,  senior  discount  notes (see  discussion  below).  As  indicated in
Investing  Activities above, net proceeds of $135.5 million from the sale of two
radio stations in Denver were also used to repay outstanding  indebtedness under
the credit facility during the nine months ended November 30, 2002.

         On March 28, 2001,  ECC received  $202.6  million of proceeds  from the
issuance of $370.0 million face value,  12 1/2% senior  discount notes due 2011.
The net proceeds of $191.1  million,  less $93.0  million held in escrow at ECC,
were  distributed  to EOC and used to fund the  acquisition of the Phoenix radio
stations discussed in Investing  Activities above. In June 2001, upon completion
of the Company's  reorganization,  the proceeds held in escrow were released and
used to reduce outstanding borrowings under the credit facility.

         As of  November  30,  2002,  EOC  had  $1,026.9  million  of  corporate
indebtedness  outstanding  under our credit facility ($726.9 million) and senior
subordinated  notes ($300.0  million),  and an additional $17.4 million of other
indebtedness.  As of November 30, 2002, total indebtedness outstanding for Emmis
included all of

<PAGE>

EOC's  indebtedness as well as $192.1 million of senior  discount  notes.  Emmis
also had $143.8 million of our  convertible  preferred  stock  outstanding.  All
outstanding amounts under our credit facility bear interest, at our option, at a
rate equal to the Eurodollar rate or an alternative Base Rate plus a margin.  As
of November  30,  2002,  our weighted  average  borrowing  rate under our credit
facility was approximately 5.6% and our overall weighted average borrowing rate,
after  taking into account  amounts  outstanding  under our senior  subordinated
notes and senior discount notes,  was  approximately  7.3%. The overall weighted
average  borrowing rate for EOC, which would exclude the senior  discount notes,
was approximately 6.4%.

         Based on amounts currently  outstanding  under our senior  subordinated
notes,  the debt  service  requirements  of EOC for  these  notes  over the next
twelve-month  period  are $24.4  million.  ECC has no  additional  debt  service
requirements  in the next  twelve-month  period  since  interest  on its  senior
discount  notes  accretes  into the  principal  balance of the notes until March
2006. However, ECC has preferred stock dividend requirements of $9.0 million for
the next twelve-month  period.  The terms of ECC's preferred stock provide for a
quarterly  dividend  payment of $.78125 per share on each  January 15, April 15,
July 15 and October 15. While Emmis had sufficient  liquidity to declare and pay
the  dividends  as they become due, it was not  permitted to do so for the April
15, 2002 payment  because Emmis'  leverage ratio under the senior discount notes
indenture  exceeded  8:1 and its  leverage  ratio under the senior  subordinated
notes indenture exceeded 7:1. ECC's board of directors set a record date for the
April  15,  2002  payment,  but  did  not  declare  the  dividend.   Instead,  a
wholly-owned, unrestricted subsidiary of EOC made a payment of $.78125 per share
to each preferred  shareholder of record.  This subsidiary was permitted to make
the payment to the preferred  shareholders  under the senior  discount notes and
senior subordinated notes indentures.  Currently, Emmis meets its leverage ratio
requirements  under  both the senior  discount  notes  indenture  and the senior
subordinated notes indenture. On July 2, 2002, ECC's board of directors declared
the April 15, 2002 dividend,  as well as dividends  payable October 15, 2001 and
January 15, 2002,  and deemed the  obligation  to pay each dividend to have been
discharged by the subsidiary's prior payment.  On December 17, 2002, ECC's board
of directors declared the January 15, 2003 dividend.

         At January 3, 2003, we had $197.9  million  available  under our credit
facility,  less $6.9 million in  outstanding  letters of credit.  As part of our
business strategy,  we continually evaluate potential  acquisitions of radio and
television  stations,  as well as  publishing  properties.  If we  elect to take
advantage of future acquisition  opportunities,  we may incur additional debt or
issue additional  equity or debt securities,  depending on market conditions and
other factors.


Intangibles

         At November 30, 2002,  approximately  79% of our total assets consisted
of intangible assets,  such as FCC broadcast  licenses,  goodwill,  subscription
lists and similar  assets,  the value of which  depends  significantly  upon the
operational  results of our businesses.  In the case of our radio and television
stations, we would not be able to operate the properties without the related FCC
license  for  each  property.  FCC  licenses  are  renewed  every  eight  years;
consequently,  we continually monitor our stations'  compliance with the various
regulatory requirements. Historically, all of our FCC licenses have been renewed
at the end of their respective  eight-year  periods,  and we expect that all FCC
licenses will continue to be renewed in the future.


<PAGE>



New Accounting Pronouncements

     In June  2001,  the FASB  issued  SFAS No.  141,  "Business  Combinations."
Statement  No. 141  addresses  financial  accounting  and reporting for business
combinations and supersedes  Accounting  Principle Board ("APB") Opinion No. 16,
"Business   Combinations"   and  FASB   Statement   No.  38,   "Accounting   for
Preacquisition  Contingencies  of Purchased  Enterprises."  Statement No. 141 is
effective  for all  business  combinations  initiated  after  June 30,  2001 and
eliminates   the   pooling-of-interest   method  of   accounting   for  business
combinations  except for qualifying  business  combinations  that were initiated
prior to July 1, 2001.  Statement No. 141 also changes the criteria to recognize
intangible  assets apart from  goodwill.  The Company  adopted this Statement on
July 1, 2001. The Company has  historically  used the purchase method to account
for all business  combinations and the adoption of this Statement did not have a
material impact on the Company's  financial  position,  cash flows or results of
operations.

         In June  2001,  the  FASB  issued  SFAS No.  142  "Goodwill  and  Other
Intangible  Assets" that  requires  companies to cease  amortizing  goodwill and
certain other indefinite-lived  intangible assets, including broadcast licenses.
Under SFAS 142,  goodwill and certain  indefinite-lived  intangibles will not be
amortized into results of operations,  but instead the recorded value of certain
indefinite-lived  intangibles  will be tested for  impairment at least  annually
with impairment being measured as the excess of the asset's carrying amount over
its fair value. Intangible assets that have finite useful lives will continue to
be amortized  over their useful lives and measured for  impairment in accordance
with SFAS 121. In connection  with the adoption of SFAS 142  effective  March 1,
2002, we recorded an impairment loss of $167.4 million, net of tax, reflected as
the  cumulative  effect of an accounting  change in the  accompanying  condensed
consolidated statements of operations.  The adoption of this accounting standard
reduced our  amortization  of goodwill and  intangibles by  approximately  $15.3
million and $45.5 million in the three and nine months ended  November 30, 2002,
respectively.  However,  our  impairment  reviews may result in future  periodic
write-downs.

         In June 2001,  the FASB  issued  SFAS No.  143,  "Accounting  for Asset
Retirement  Obligations" that applies to legal  obligations  associated with the
retirement  of a tangible  long-lived  asset that results from the  acquisition,
construction,  or development and/or the normal operation of a long-lived asset.
Under this  standard,  guidance is  provided  on  measuring  and  recording  the
liability.  Adoption of this Statement by the Company will be effective on March
1, 2003.  The Company does not believe that the adoption of this  Statement will
materially  impact the Company's  financial  position,  cash flows or results of
operations.

         Effective  March 1, 2002, the Company  adopted SFAS No. 144 "Accounting
for the Impairment or Disposal of Long-Lived  Assets" that  addresses  financial
accounting  and reporting for the  impairment or disposal of long-lived  assets.
While SFAS No. 144 supersedes  SFAS No. 121,  "Accounting  for the Impairment of
Long-Lived  Assets  and for  Long-Lived  Assets to Be  Disposed  Of," it removes
certain assets such as deferred tax assets,  goodwill and intangible  assets not
being  amortized  from its scope and  retains the  requirements  of SFAS No. 121
regarding the recognition of impairment  losses on other long-lived  assets held
for use. SFAS No. 144 also supersedes the accounting and reporting provisions of
APB Opinion No. 30, "Reporting the Results of  Operations-Reporting  the Effects
of  Disposal  of a  Segment  of  a  Business,  and  Extraordinary,  Unusual  and
Infrequently Occurring events and Transactions" for the disposal of a segment of
a  business.  However,  SFAS No. 144 retains  the  requirement  in Opinion 30 to
report  separately  discontinued  operations  and extends  that  reporting  to a
component of an entity that either has been  disposed of (by sale,  abandonment,
or in a distribution  to owners) or is classified as held for sale.  Adoption of
this  statement  did not  have a  material  impact  on the  Company's  financial
position, cash flows or results of operations.

         In April  2002,  the FASB  issued  SFAS No.  145,  "Rescission  of FASB
Statements No. 4, 44, and 64,  Amendment of FASB Statement No. 13, and Technical
Corrections."  Statement No. 145 rescinds FASB

<PAGE>

Statement No. 4, "Reporting Gains and Losses from  Extinguishment  of Debt", and
an amendment of that Statement,  and FASB Statement No. 64,  "Extinguishments of
Debt Made to Satisfy Sinking-Fund Requirements". Statement No. 145 also rescinds
FASB Statement No. 44,  "Accounting for Leases",  to eliminate an  inconsistency
between the required accounting for sale-leaseback transactions and the required
accounting for certain lease  modifications  that have economic effects that are
similar to  sale-leaseback  transactions.  Statement  No. 145 also amends  other
existing  authoritative  pronouncements to make various  technical  corrections,
clarify  meanings,  or describe their  applicability  under changed  conditions.
Adoption of this  Statement  by the Company  will be effective on March 1, 2003.
The  Company has not  assessed  the  impact,  if any,  that will result from the
adoption of Statement No. 145.

         In June 2002,  the FASB  issued  SFAS No.  146,  "Accounting  for Costs
Associated  with Exit or  Disposal  Activities."  Statement  No. 146  supersedes
Emerging  Issues Task Force Issue No. 94-3.  Statement No. 146 requires that the
liability for a cost associated with an exit or disposal  activity be recognized
when the liability is incurred,  not at the date of an entity's commitment to an
exit or disposal  plan.  The  provisions  of Statement No. 146 are effective for
exit or disposal activities  initiated after December 31, 2002. The Company does
not  anticipate  that the  adoption  of  Statement  No. 146 will have a material
impact on its  consolidated  financial  position,  results of operations or cash
flows.

         In  December  2002,  the FASB  issued  FASB No.  148,  "Accounting  for
Stock-Based  Compensation - Transition and Disclosure." Statement No. 148 amends
FASB Statement No. 123,  "Accounting for Stock-Based  Compensation,"  to provide
alternative  methods of  transition  to Statement No. 123's fair value method of
accounting for stock-based employee compensation.  Statement No. 148 also amends
the disclosure  provisions of Statement No. 123 and APB Opinion No. 28, "Interim
Financial  Reporting,"  to require  disclosure  in the  summary  of  significant
accounting policies of the effects of an entity's accounting policy with respect
to  stock-based  employee  compensation  on reported net income and earnings per
share in annual and interim financial statements.  Adoption of this statement by
the Company will be  effective  March 1, 2003.  The Company does not  anticipate
that the  adoption  of  Statement  No.  148 will have a  material  impact on its
consolidated financial position, results of operations or cash flows.


Regulatory and Other Matters

         We acquired KGMB-TV in Honolulu,  Hawaii as part of the Lee acquisition
in October 2000. Because we already owned KHON-TV in Honolulu, and both KHON and
KGMB were rated among the top four television  stations in the Honolulu  market,
FCC regulations prohibited us from owning both stations.  However, we received a
temporary  waiver from the FCC that has allowed us to operate both stations (and
their related  "satellite"  stations).  The FCC recently  commenced an extensive
review of its ownership  rules,  including the rule that prohibits our ownership
of the two Hawaii  stations,  to determine  whether the  ownership  restrictions
continue to serve the public  interest.  We have requested a stay of divestiture
until the FCC  completes  its review of the  ownership  rules and are  currently
awaiting the FCC's decision on our request.  No assurances can be given that the
FCC will grant us the stay of divestiture and we may need to sell one of the two
stations in Hawaii.

         FCC  regulations  require  all  commercial  television  stations in the
United  States to be  currently  broadcasting  in  digital  format.  Nine of our
television  stations  are  currently  broadcasting  in  digital  format  and  we
requested waiver extensions until May 2003 for the remainder. Except for five of
our satellite  stations on which the FCC has not yet ruled,  the FCC granted all
of our waiver  requests.  We continue to work on the digital  conversion for our
stations and expect the  conversion of all but the five  satellite  stations for
which waivers have not been granted to be complete  before the expiration of the
FCC waivers. With respect to the five satellite stations, we continue to believe
that  the  grant  of  waivers  is  appropriate  because  the  delays  are due

<PAGE>

to conditions  largely beyond our control.  However,  no assurances can be given
that such  waivers  will be granted.  Based upon the FCC's  treatment of certain
broadcasters who were not granted  extensions to the original May 2002 deadline,
we believe  that the FCC will  issue a formal  admonishment  to any  broadcaster
whose  waiver  request  is denied  and may issue a  monetary  forfeiture  if the
station has not commenced digital  broadcasting within six months of the date of
the FCC's  admonishment.  We cannot predict the extent,  if any, of the monetary
fine, nor can we predict the other actions the FCC will take if the station does
not commence digital broadcasts within six months after the date of the fine.

         During  the third  quarter,  Emmis and CBS  revised  and  extended  the
affiliation agreements for all of our CBS-affiliated stations except our station
in Terre Haute,  which extends through December 31, 2005. The revised agreements
will continue our affiliation  with CBS through  September 18, 2006. We are also
engaged  in  discussions  with  NBC  and  Fox on the  modification,  renewal  or
extension of the affiliation agreements for our NBC and Fox affiliated stations.
We expect  that these  affiliation  agreements  will be  modified or extended on
terms that will not have a material adverse effect on our results of operations.


Quantitative and Qualitative Disclosures About Market Risk

         Management  monitors and  evaluates  changes in market  conditions on a
regular basis. Based upon the most recent review, management has determined that
there have been no material developments  affecting market risk since the filing
of the  Company's  Annual  Report on Form 10-K for the year ended  February  28,
2002.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

         Discussion regarding these items is included in management's discussion
and analysis of financial condition and results of operations.


Item 4.  Controls and Procedures

         Based on their most recent  evaluation,  which was completed  within 90
days of the filing of this Form 10-Q, the Company's Chief Executive  Officer and
Chief Financial Officer believe the Company's disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) are  effective.  There were
not any significant  changes in internal controls or in other factors that could
significantly  affect these controls subsequent to the date of their evaluation,
including any  corrective  actions with regard to significant  deficiencies  and
material weaknesses.




<PAGE>


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

         The  Company is a party to  various  legal  proceedings  arising in the
ordinary  course of  business.  In the  opinion of  management  of the  Company,
however,  there are no legal  proceedings  pending against the Company likely to
have a material adverse effect on the Company.

         In  December  2002,  Emmis  reached  an  agreement  with the  Hungarian
broadcasting  authority,  the National Radio and Television  Board (ORTT),  that
resolved pending legal issues and extended the national license for Slager,  its
subsidiary in Hungary, through 2009. Slager agreed to pay the fees due under the
original broadcast contract in installments  through November 2004, the date the
contract was set to expire.  The license has been  extended an  additional  five
years with payment terms more  reflective of the current  Hungarian  advertising
environment

Item 6.  Exhibits and Reports on Form 8-K

     (a)  Exhibits.

          The  following  exhibits are filed or  incorporated  by reference as a
          part of this report:

          3.1  Second Amended and Restated  Articles of  Incorporation  of Emmis
               Communications   Corporation,   incorporated  by  reference  from
               Exhibit  3.1 to the  Company's  Form  10-K/A  for the year  ended
               February 29, 2000, and an amendment  thereto  relating to certain
               12.5% Senior  Preferred  Stock  incorporated  by  reference  from
               Exhibit  3.1 to the  Company's  current  report on Form 8-K filed
               December 13, 2001.

          3.2  Amended and Restated Bylaws of Emmis Communications Corporation.

          3.3  Articles   of   Incorporation   of   Emmis   Operating   Company,
               incorporated  by reference from Exhibit 3.4 to the Company's Form
               S-3/A File No. 333-62172 filed on June 21, 2001.

          3.4  Bylaws of Emmis Operating Company, incorporated by reference from
               Exhibit 3.5 to the Company's Form S-3/A File No.  333-62172 filed
               on June 21, 2001.

          15   Letter re: unaudited interim financial information.

          99.1 Certification of CEO 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.

          99.2 Certification of CFO 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.

          99.3 Certification  of CEO 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.

          99.4 Certification  of CFO 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

          Neither ECC nor EOC filed  reports on Form 8-K during the three months
     ended November 30, 2002.


<PAGE>


                                   Signatures


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                  EMMIS COMMUNICATIONS CORPORATION





Date:  January 14, 2003                    By:  /s/ WALTER Z. BERGER
                                           Walter Z. Berger
                                           Executive Vice President
                                           (Authorized Corporate Officer),
                                           Chief Financial Officer and Treasurer


                  CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER


I, Jeffrey H. Smulyan, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Emmis  Communications
     Corporation;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a)   designed such  disclosure  controls and  procedures to ensure that
              material  information  relating to the  registrant,  including its
              consolidated  subsidiaries,  is made known to us by others  within
              those  entities,  particularly  during  the  period in which  this
              quarterly report is being prepared;

         b)   evaluated  the   effectiveness  of  the  registrant's   disclosure
              controls and  procedures  as of a date within 90 days prior to the
              filing date of this quarterly report (the "Evaluation Date"); and

         c)   presented  in this  quarterly  report  our  conclusions  about the
              effectiveness  of the disclosure  controls and procedures based on
              our evaluation as of the Evaluation Date;

<PAGE>

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

         a)   all  significant  deficiencies  in  the  design  or  operation  of
              internal  controls which could adversely  affect the  registrant's
              ability to record,  process,  summarize and report  financial data
              and have  identified  for the  registrant's  auditors any material
              weaknesses in internal controls; and

         b)   any fraud,  whether or not material,  that involves  management or
              other  employees who have a significant  role in the  registrant's
              internal controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:  January 14, 2003

                                            /s/ JEFFREY H. SMULYAN
                                            Jeffrey H. Smulyan
                                            Chairman of the Board, President and
                                            Chief Executive Officer


                  CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Walter Z. Berger, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Emmis  Communications
     Corporation;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a)   designed such  disclosure  controls and  procedures to ensure that
              material  information  relating to the  registrant,  including its
              consolidated  subsidiaries,  is made known to us by others  within
              those  entities,  particularly  during  the  period in which  this
              quarterly report is being prepared;

         b)   evaluated  the   effectiveness  of  the  registrant's   disclosure
              controls and  procedures  as of a date within 90 days prior to the
              filing date of this quarterly report (the "Evaluation Date"); and

         c)   presented  in this  quarterly  report  our  conclusions  about the
              effectiveness  of the disclosure  controls

<PAGE>

               and procedures based on our evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

         a)   all  significant  deficiencies  in  the  design  or  operation  of
              internal  controls which could adversely  affect the  registrant's
              ability to record,  process,  summarize and report  financial data
              and have  identified  for the  registrant's  auditors any material
              weaknesses in internal controls; and

         b)   any fraud,  whether or not material,  that involves  management or
              other  employees who have a significant  role in the  registrant's
              internal controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:  January 14, 2003

                                             /s/ WALTER Z. BERGER
                                             Walter Z. Berger
                                             Executive Vice President, Treasurer
                                             and Chief Financial Officer



<PAGE>


                                   Signatures


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                           EMMIS OPERATING COMPANY





Date: January 14, 2003                     By:  /s/ WALTER Z. BERGER
                                           Walter Z. Berger
                                           Executive Vice President
                                           (Authorized Corporate Officer),
                                           Chief Financial Officer and Treasurer


                  CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Jeffrey H. Smulyan, certify that:

1.   I have  reviewed  this  quarterly  report on Form  10-Q of Emmis  Operating
     Company;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a)   designed such  disclosure  controls and  procedures to ensure that
              material  information  relating to the  registrant,  including its
              consolidated  subsidiaries,  is made known to us by others  within
              those  entities,  particularly  during  the  period in which  this
              quarterly report is being prepared;

         b)   evaluated  the   effectiveness  of  the  registrant's   disclosure
              controls and  procedures  as of a date within 90 days prior to the
              filing date of this quarterly report (the "Evaluation Date"); and

         c)   presented  in this  quarterly  report  our  conclusions  about the
              effectiveness  of the disclosure  controls and procedures based on
              our evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to

<PAGE>

     the registrant's  auditors and the audit committee of registrant's board of
     directors (or persons performing the equivalent function):

         a)   all  significant  deficiencies  in  the  design  or  operation  of
              internal  controls which could adversely  affect the  registrant's
              ability to record,  process,  summarize and report  financial data
              and have  identified  for the  registrant's  auditors any material
              weaknesses in internal controls; and

         b)   any fraud,  whether or not material,  that involves  management or
              other  employees who have a significant  role in the  registrant's
              internal controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:  January 14, 2003

                                            /s/ JEFFREY H. SMULYAN
                                            Jeffrey H. Smulyan
                                            Chairman of the Board, President and
                                            Chief Executive Officer


                  CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Walter Z. Berger, certify that:

1.   I have  reviewed  this  quarterly  report on Form  10-Q of Emmis  Operating
     Company;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a)   designed such  disclosure  controls and  procedures to ensure that
              material  information  relating to the  registrant,  including its
              consolidated  subsidiaries,  is made known to us by others  within
              those  entities,  particularly  during  the  period in which  this
              quarterly report is being prepared;

         b)   evaluated  the   effectiveness  of  the  registrant's   disclosure
              controls and  procedures  as of a date within 90 days prior to the
              filing date of this quarterly report (the "Evaluation Date"); and

          c)   presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

<PAGE>


5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

         a)   all  significant  deficiencies  in  the  design  or  operation  of
              internal  controls which could adversely  affect the  registrant's
              ability to record,  process,  summarize and report  financial data
              and have  identified  for the  registrant's  auditors any material
              weaknesses in internal controls; and

         b)   any fraud,  whether or not material,  that involves  management or
              other  employees who have a significant  role in the  registrant's
              internal controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:  January 14, 2003

                                             /s/ WALTER Z. BERGER
                                             Walter Z. Berger
                                             Executive Vice President, Treasurer
                                             and Chief Financial Officer



<PAGE>