##### 



UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
 FORM 10-Q/A AMENDMENT NO. 1
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2003 EMMIS COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
    
    EMMIS OPERATING COMPANY
(Exact name of registrant as specified in its charter)INDIANA
(State of incorporation or organization)
    
    INDIANA
(State of incorporation or organization)0-23264
(Commission file number)
    
    333-62172-13
(Commission file number)35-1542018
(I.R.S. Employer Identification No.)
    
    35-2141064
(I.R.S. Employer Identification No.)ONE EMMIS PLAZA
40 MONUMENT CIRCLE
SUITE 700
INDIANAPOLIS, INDIANA 46204
(Address of principal executive offices)
    
    ONE EMMIS PLAZA
40 MONUMENT CIRCLE
SUITE 700
INDIANAPOLIS, INDIANA 46204
(Address of principal executive offices)(317) 266-0100
(Registrants Telephone Number,
Including Area Code)
    
    (317) 266-0100
(Registrants Telephone Number,
Including Area Code)
 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 o Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 126-2 of the Act). Yes x  No o The number of shares outstanding of each of Emmis Communications
Corporations classes of stock, as of October 1, 2003, was: 49,686,001
    
    Shares of Class A Common Stock, $.01 Par Value5,030,002
    
    Shares of Class B Common Stock, $.01 Par Value0
    
    Shares of Class C Common Stock, $.01 Par Value
 Emmis Operating Company had 1,000 shares of common stock outstanding as of
October 1, 2003 and all of these shares are owned by Emmis Communications
Corporation.




---



##### 



Explanatory Note: This Amendment No. 1 to the Emmis Communication Corporation and Emmis
Operating Company joint Quarterly Report on Form 10-Q for the period ended
August 31, 2003 is being filed on Form 10-Q/A solely to provide further clarity
and to ensure the completeness of the registrants disclosure with respect to
Item 4 Control and Procedures. Except as noted above, the registrants Quarterly Report on Form 10-Q for
the period ended August 31, 2003, remains as originally filed with the
Securities and Exchange Commission on October 15, 2003. ii




---



##### 



TABLE OF CONTENTS PAGEPART I -- FINANCIAL INFORMATIONItem 4.
    
    Controls and Procedures
    
    
    1PART II -- OTHER INFORMATIONItem 6.
    
    Exhibits and Reports on Form 8-K
    
    
    2
 iii




---



##### 



PART I  FINANCIAL INFORMATION ITEM 4. CONTROLS AND PROCEDURES. Evaluation of Disclosure Controls and Procedures As of the end of the period covered by this quarterly report, the registrants
evaluated the effectiveness of the design and operation of its
disclosure controls and procedures (Disclosure Controls). This evaluation
(the Controls Evaluation) was performed under the supervision and with the
participation of management, including our Chief Executive Officer (CEO) and
Chief Financial Officer (CFO). Based upon the Controls Evaluation, our CEO and CFO concluded that as of August
31, 2003 our Disclosure Controls are effective to provide reasonable assurance
that information relating to Emmis Communications Corporation and subsidiaries
that is required to be disclosed by us in the reports that we file or submit,
is recorded, processed, summarized and reported, within the time periods
specified in the Securities and Exchange Commissions rules and forms and is accumulated and communicated to our
management, including our CEO and CFO, or persons performing similar
functions, as appropriate to allow timely decisions regarding
required disclosure. Changes in Internal Control over Financial Reporting During the fiscal quarter covered by this quarterly report, there were no
changes in the registrants internal control over financial reporting that have
materially affected, or are reasonably likely to materially affect, the
registrants internal control over financial reporting. It should be noted that any control system, no matter how well designed and
operated, can provide only reasonable, not absolute, assurance that the control
systems objectives will be met. 1




---



##### 



PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K  A.
    
    Exhibits The following exhibits are being filed as part of this Quarterly Report on
Form 10-Q/A: 31.1
    
    Certification of Jeffrey H. Smulyan as Chairman of the Board,
President and Chief Executive Officer of Emmis Communications
Corporation, pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.31.2
    
    Certification of Walter Z. Berger as Executive Vice President, Chief
Financial Officer and Treasurer of Emmis Communications Corporation,
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.3
    
    Certification of Jeffrey H. Smulyan as Chairman of the Board,
President and Chief Executive Officer of Emmis Operating Company,
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.4
    
    Certification of Walter Z. Berger as Executive Vice President, Chief
Financial Officer and Treasurer of Emmis Operating Company, pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Jeffrey H. Smulyan as Chairman of the Board,
President and Chief Executive Officer of Emmis Communications
Corporation, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification of Walter Z. Berger as Executive Vice President and
Chief Financial Officer of Emmis Communications Corporation, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.3
    
    Certification of Jeffrey H. Smulyan as Chairman of the Board,
President and Chief Executive Officer of Emmis Operating Company,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.32.4
    
    Certification of Walter Z. Berger as Executive Vice President and
Chief Financial Officer of Emmis Operating Company, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
  B.
    
    Reports on Form 8-K None. 2




---



##### 



Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized. Emmis Communications CorporationBY:
    
    /s/ WALTER Z. BERGERWalter Z. BergerExecutive Vice President (Authorized CorporateOfficer), Chief Financial Officer and Treasurer
 Date: May 14, 2004 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 hereunto duly authorized. Emmis Operating CompanyBY:
    
    /s/ WALTER Z. BERGERWalter Z. BergerExecutive Vice President (Authorized CorporateOfficer), Chief Financial Officer and Treasurer
 Date: May 14, 2004 3