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 AUGUST 31, 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 October 1, 2002, was:

           48,238,032           Shares of Class A Common Stock, $.01 Par Value
            4,962,460           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  October 1, 2002 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 six
             months ended August 31, 2001 and 2002.............................5

        Condensed Consolidated Balance Sheets
             as of February 28, 2002 and August 31, 2002.......................6

        Condensed Consolidated Statements of Cash Flows for the
             six months ended August 31, 2001 and 2002.........................8

    Emmis Operating Company and Subsidiaries:

        Condensed Consolidated Statements of Operations for the three and six
             months ended August 31, 2001 and 2002............................10

        Condensed Consolidated Balance Sheets
             as of February 28, 2002 and August 31, 2002......................11

        Condensed Consolidated Statements of Cash Flows for the
             six months ended August 31, 2001 and 2002........................13

    Notes to Condensed Consolidated Financial Statements......................15

  Item 2.  Management's Discussion and Analysis of
             Financial Condition and Results of Operations....................36

  Item 3.  Quantitative and Qualitative Disclosures
             about Market Risk................................................49

  Item 4.  Controls and Procedures............................................49

PART II  - OTHER INFORMATION

  Item 1.  Legal Proceedings..................................................50

  Item 4.  Submission of Matters to a Vote of Security Holders................50

  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 August  31,  2002,  and the  related  condensed  consolidated  statements  of
operations for the three-month and six-month  periods ended August 31, 2002, and
the condensed  consolidated  statements  of cash flows for the six-month  period
ended  August  31,  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 August 31,  2002,  and the  related  condensed  consolidated
statements of operations for the three-month and six-month  periods ended August
31,  2002,  and the  condensed  consolidated  statements  of cash  flows for the
six-month  period ended  August 31, 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 August  31,  2001,  and for the  three-month  and  six-month
periods  then  ended,  were  reviewed  by  other  accountants  who  have  ceased
operations.  Those  accountants'  report (dated  September 26, 2001) 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 August 31, 2002, and for the three-month and six-month  periods
then ended for them to be in conformity  with  accounting  principles  generally
accepted in the United States.


                                                               ERNST & YOUNG LLP

Indianapolis, Indiana
September 26, 2002





<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                Six Months
                                                                      Ended August 31,           Ended August 31,
                                                                     2001         2002          2001         2002
                                                                     ----         ----          ----         ----

<S>                                                              <C>          <C>           <C>           <C>
GROSS REVENUES                                                   $ 162,985    $ 162,708     $ 324,058     $322,206
LESS:  AGENCY COMMISSIONS                                           18,338       19,486        41,158       42,178
                                                                    ------       ------        ------       ------

NET REVENUES                                                       144,647      143,222       282,900      280,028
OPERATING EXPENSES:
     Station operating expenses, excluding noncash compensation     87,515       85,965       177,485      172,295
     Time brokerage fees                                                 -            -           479            -
     Corporate expenses, excluding noncash compensation              4,568        5,046         9,525       10,179
     Noncash compensation                                            1,591        5,775         4,331       11,130
     Depreciation and amortization                                  25,086       10,593        49,222       21,352
     Restructuring fees and other                                      196            -           768            -
                                                                    ------       ------        ------       ------
         Total operating expenses                                  118,956      107,379       241,810      214,956
                                                                   -------      -------       -------      -------

OPERATING INCOME                                                    25,691       35,843        41,090       65,072
                                                                    ------       ------        ------       ------
OTHER INCOME (EXPENSE):
     Interest expense                                              (32,497)     (26,196)      (67,149)     (56,143)
     Loss from unconsolidated affiliates                            (1,232)      (3,014)       (2,096)      (4,080)
     Gain on sale of assets                                              -            -             -        8,933
     Other income (expense), net                                       277          610         1,736        1,257
                                                                       ---          ---         -----        -----

         Total other income (expense)                              (33,452)     (28,600)      (67,509)     (50,033)
                                                                   -------      -------       -------      -------

INCOME (LOSS) BEFORE INCOME TAXES, EXTRAORDINARY
     LOSS AND ACCOUNTING CHANGE                                     (7,761)       7,243       (26,419)      15,039

PROVISION (BENEFIT) FOR INCOME TAXES                                (1,691)       3,022        (6,872)       6,652
                                                                    ------        -----        ------        -----

INCOME (LOSS) BEFORE EXTRAORDINARY LOSS AND
     ACCOUNTING CHANGE                                              (6,070)       4,221       (19,547)       8,387
                                                                    ------        -----       -------        -----

EXTRAORDINARY LOSS, NET OF TAXES                                    (1,084)      (8,777)       (1,084)     (11,117)

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

NET LOSS                                                            (7,154)      (4,556)      (20,631)    (170,130)

PREFERRED STOCK DIVIDENDS                                            2,246        2,246         4,492        4,492
                                                                     -----        -----         -----        -----

NET LOSS AVAILABLE TO COMMON SHAREHOLDERS                         $ (9,400)    $ (6,802)    $ (25,123)  $ (174,622)
                                                                  ========     ========     =========   ==========

Basic and diluted net income (loss) available to common shareholders:
     Before accounting change and extraordinary loss               $ (0.18)      $ 0.04       $ (0.51)      $ 0.08
     Extraordinary loss, net of tax                                  (0.02)       (0.17)        (0.02)       (0.22)
     Cumulative effect of accounting change, net of tax                  -            -             -        (3.35)
                                                                     -----        -----         -----        -----
       Net loss available to common shareholders                   $ (0.20)     $ (0.13)      $ (0.53)     $ (3.49)
                                                                   =======      =======       =======      =======

Basic and diluted weighted average common shares outstanding        47,353       53,083        47,301       50,007
</TABLE>

       See independent accountants' review report and accompanying notes.


         In the three months  ended  August 31, 2001 and 2002,  $1.5 million and
$4.8 million  respectively,  of our noncash compensation was attributable to our
stations,  while $0.1 million and $1.0 million was attributable to corporate. In
the six months  ended  August 31, 2001 and 2002,  $3.4  million and $9.5 million
respectively,  of our noncash  compensation  was  attributable  to our stations,
while $0.9 million and $1.6 million was attributable to corporate.


<PAGE>


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

                                                   February 28,       August 31,
                                                        2002              2002
                                                        ----              ----

                                     ASSETS
CURRENT ASSETS:
     Cash and cash equivalents                        $ 6,362          $ 11,655
     Accounts receivable, net                          95,240           107,538
     Prepaid expenses                                  14,847            16,452
     Income tax refund receivable                           -            12,844
     Other                                             23,657            17,279
     Assets held for sale                             123,416                 -
                                                      -------           -------
              Total current assets                    263,522           165,768

PROPERTY AND EQUIPMENT, NET                           231,139           225,432
INTANGIBLE ASSETS (Note 3):
     Indefinite lived intangibles                   1,743,235         1,509,019
     Goodwill                                         175,132           138,986
     Other intangibles, net                            34,964            28,167
                                                    ---------         ---------
              Total intangible assets               1,953,331         1,676,172
OTHER ASSETS, NET                                      62,077            50,653
                                                    ---------         ---------
                        Total assets              $ 2,510,069       $ 2,118,025
                                                  ===========       ===========


       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,  August 31,
                                                                           2002           2002
                                                                           ----           ----
                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
<S>                                                                  <C>            <C>
  Accounts Payable                                                      $ 38,995       $ 41,743
  Current maturities of long-term debt                                     7,933         14,289
  Current portion of TV program rights payable                            27,507         19,920
  Accrued salaries and commissions                                         7,852          9,054
  Accrued interest                                                        14,068         15,694
  Deferred revenue                                                        16,392         15,970
  Other                                                                    7,531          8,570
  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        125,240

LONG-TERM DEBT, NET OF CURRENT MATURITIES                              1,343,507      1,228,292

OTHER LONG-TERM DEBT, NET OF CURRENT MATURITIES                            6,949          2,794

TV PROGRAM RIGHTS PAYABLE, NET OF CURRENT PORTION                         40,551         33,939

OTHER NONCURRENT LIABILITIES                                              26,966         22,426

DEFERRED INCOME TAXES                                                    101,198         14,789
                                                                         -------         ------

                Total liabilities                                      1,774,512      1,427,480
                                                                       ---------      ---------

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 August 31, 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 48,167,184 shares at August 31, 2002                                   428            482
 Class B common stock, $.01 par value; authorized 30,000,000 shares;
  issued and outstanding 5,250,127 shares at February 28, 2002
  and 4,962,460 shares at August 31, 2002                                     53             50
 Additional paid-in capital                                              843,254        981,363
 Accumulated deficit                                                     (95,822)      (270,443)
 Accumulated other comprehensive loss                                    (12,385)       (20,936)
                                                                         -------        -------
            Total shareholders' equity                                   735,557        690,545
                                                                         -------        -------

                     Total liabilities and shareholders' equity      $ 2,510,069    $ 2,118,025
                                                                     ===========    ===========
</TABLE>


        See independent accountants' review report andaccompanying notes.


<PAGE>



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

                                                     Six Months Ended August 31,
                                                          2001           2002
                                                          ----           ----
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                             $ (20,631)     $ (170,130)
 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                       59,672          32,580
     Accretion of interest on senior discount notes,
      including amortization of related debt costs       11,268          13,885
     Provision for bad debts                              1,884           2,179
     Provision (benefit) for deferred income taxes       (6,872)          6,652
     Noncash compensation                                 4,331          11,130
     Gain on sale of assets                                   -          (8,933)
     Other                                               (3,442)         (7,486)

 Changes in assets and liabilities -
     Accounts receivable                                (14,880)        (14,477)
     Prepaid expenses and other current assets            6,582           4,134
     Other assets                                       (17,061)            487
     Accounts payable and accrued liabilities             5,007           4,182
     Deferred revenue                                      (365)           (422)
     Other liabilities                                    3,869         (16,775)
                                                          -----         -------

     Net cash provided by operating activities           30,446          35,523
                                                         ------          ------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchases of property and equipment                    (19,539)        (12,186)
 Cash paid for acquisitions                            (140,746)              -
 Proceeds from sale of assets, net                            -         135,500
 Other                                                   (3,231)         (1,025)
                                                         ------          ------

  Net cash provided by (used in) investing activities  (163,516)        122,289
                                                       ========         =======


       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)

                                                            Six Months Ended
                                                                August 31,
                                                             2001         2002
                                                             ----         ----
CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments on long-term debt                              (113,000)    (269,525)
  Proceeds from long-term debt                               5,000        6,000
  Proceeds from senior discount notes offering             202,612            -
  Proceeds from issuance of the Company's Class A common
    stock, net of transaction costs                              -      120,272
  Proceeds from exercise of stock options                    2,017        4,658
  Preferred stock dividends paid                            (4,492)      (4,492)
  Premium paid to redeem senior discount notes                   -       (6,678)
  Debt related costs                                       (12,501)      (2,754)
                                                           -------       ------

     Net cash provided by (used in) financing activities    79,636     (152,519)
                                                            ------     --------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS            (53,434)       5,293

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

  End of period                                            $ 6,465     $ 11,655
                                                           =======     ========

SUPPLEMENTAL DISCLOSURES:
  Cash paid for -
    Interest                                              $ 54,269     $ 39,455
    Income taxes                                             1,058          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          Six Months Ended
                                                        August 31,                  August 31,

                                                      2001         2002          2001         2002
                                                      ----         ----          ----         ----
<S>                                               <C>           <C>           <C>          <C>
GROSS REVENUES                                    $ 162,985     $162,708      $324,058     $322,206
LESS:  AGENCY COMMISSIONS                            18,338       19,486        41,158       42,178
                                                     ------       ------        ------       ------
NET REVENUES                                        144,647      143,222       282,900      280,028
OPERATING EXPENSES:
     Station operating expenses,
         excluding noncash compensation              87,515       85,965       177,485      172,295
     Time brokerage fees                                  -            -           479            -
     Corporate expenses,
         excluding noncash compensation               4,568        5,046         9,525       10,179
     Noncash compensation                             1,591        5,775         4,331       11,130
     Depreciation and amortization                   25,086       10,593        49,222       21,352
     Restructuring fees and other                       196            -           768            -
                                                    -------      -------       -------      -------
         Total operating expenses                   118,956      107,379       241,810      214,956
                                                    -------      -------       -------      -------
OPERATING INCOME                                     25,691       35,843        41,090       65,072
                                                     ------       ------        ------       ------
OTHER INCOME (EXPENSE):
     Interest expense                               (25,644)     (19,818)      (55,882)     (42,258)
     Loss from unconsolidated affiliates             (1,232)      (3,014)       (2,096)      (4,080)
     Gain on sale of assets                               -            -             -        8,933
     Other income (expense), net                       (698)         612           761        1,259
                                                     ------       ------        ------       ------
         Total other income (expense)               (27,574)     (22,220)      (57,217)     (36,146)
                                                    -------      -------       -------      -------
INCOME (LOSS) BEFORE INCOME TAXES,
     EXTRAORDINARY LOSS AND ACCOUNTING CHANGE        (1,883)      13,623       (16,127)      28,926

PROVISION (BENEFIT) FOR INCOME TAXES                    196        5,088        (3,186)      11,160
                                                        ---        -----        ------       ------

INCOME (LOSS) BEFORE EXTRAORDINARY
     LOSS AND ACCOUNTING CHANGE                      (2,079)       8,535       (12,941)      17,766
                                                     ------        -----       -------       ------
EXTRAORDINARY LOSS, NET OF TAXES                     (1,084)        (549)       (1,084)      (2,889)

CUMULATIVE EFFECT OF ACCOUNTING
     CHANGE, NET OF TAXES OF $102,600                     -            -             -     (167,400)
                                                   --------      -------     ---------   ----------
NET INCOME (LOSS)                                  $ (3,163)     $ 7,986     $ (14,025)  $ (152,523)
                                                   ========      =======     =========   ==========

</TABLE>


       See independent accountants' review report and accompanying notes.

         In the three months  ended  August 31, 2001 and 2002,  $1.5 million and
$4.8 million  respectively,  of our noncash compensation was attributable to our
stations,  while $0.1 million and $1.0 million was attributable to corporate. In
the six months  ended  August 31, 2001 and 2002,  $3.4  million and $9.5 million
respectively,  of our noncash  compensation  was  attributable  to our stations,
while $0.9 million and $1.6 million was attributable to corporate.



<PAGE>


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

                                                February 28,         August 31,
                                                    2002                 2002
                                                    ----                 ----
                                     ASSETS

CURRENT ASSETS:
     Cash and cash equivalents                       $ 6,362          $ 11,655
     Accounts receivable, net                         95,240           107,538
     Prepaid expenses                                 14,847            16,452
     Income tax refund receivable                          -            12,844
     Other                                            23,657            17,279
     Assets held for sale                            123,416                 -
                                                     -------           -------
              Total current assets                   263,522           165,768

PROPERTY AND EQUIPMENT, NET                          231,139           225,432
INTANGIBLE ASSETS (NOTE 3):
     Indefinite lived intangibles                  1,743,235         1,509,019
     Goodwill                                        175,132           138,986
     Other intangibles, net                           34,964            28,167
                                                      ------            ------
              Total intangible assets              1,953,331         1,676,172
OTHER ASSETS, NET                                     51,147            42,683
                                                 -----------       -----------
                             Total assets        $ 2,499,139       $ 2,110,055
                                                 ===========       ===========


       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,       August 31,
                                                                      2002               2002
                                                                       ----              ----

            LIABILITIES AND SHAREHOLDER'S EQUITY

CURRENT LIABILITIES:
<S>                                                               <C>              <C>
    Accounts Payable                                                 $ 38,995         $ 41,743
    Current maturities of long-term debt                                7,933           14,289
    Current portion of TV program rights payable                       27,507           19,920
    Accrued salaries and commissions                                    7,852            9,054
    Accrued interest                                                   14,068           15,694
    Deferred revenue                                                   16,392           15,970
    Other                                                               6,408            7,447
    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          124,117

LONG-TERM DEBT, NET OF CURRENT MATURITIES                           1,117,000        1,041,898

OTHER LONG-TERM DEBT, NET OF CURRENT MATURITIES                         6,949            2,794

TV PROGRAM RIGHTS PAYABLE, NET OF CURRENT PORTION                      40,551           33,939

OTHER NONCURRENT LIABILITIES                                           26,966           22,426

DEFERRED INCOME TAXES                                                 108,988           27,921
                                                                      -------           ------

               Total liabilities                                    1,554,672        1,253,095
                                                                    ---------        ---------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDER'S EQUITY:

    Common stock, no par value; authorized , issued and outstanding
       1,000 shares at February 28, 2002 and Augusty 31, 2002       1,027,221        1,027,221
    Additional paid-in capital                                          8,108           86,167
    Accumulated deficit                                               (78,477)        (235,492)
    Accumulated other comprehensive loss                              (12,385)         (20,936)
                                                                      -------          -------
               Total shareholder's equity                             944,467          856,960
                                                                      -------          -------

                    Total liabilities and shareholder's equity    $ 2,499,139      $ 2,110,055
                                                                  ===========      ===========
</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)
                                                              Six Months Ended
                                                                  August 31,
                                                               2001      2002
                                                               ----      ----
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                 $(14,025) $(152,523)
   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                            59,672     32,580
     Provision for bad debts                                   1,884      2,179
     Provision (benefit) for deferred income taxes            (3,186)    11,160
     Noncash compensation                                      4,331     11,130
     Gain on sale of assets                                        -     (8,933)
     Other                                                    (3,442)    (8,406)
   Changes in assets and liabilities -
     Accounts receivable                                     (14,880)   (14,477)
     Prepaid expenses and other current assets                 6,582      4,134
     Other assets                                            (17,060)       486
     Accounts payable and accrued liabilities                  5,007      4,182
     Deferred revenue                                           (365)      (422)
     Other liabilities                                         2,746    (16,775)
                                                               -----    -------

     Net cash provided by operating activities                28,348     34,604
                                                              ------     ------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property and equipment                       (19,539)   (12,186)
   Cash paid for acquisitions                               (140,746)         -
   Proceeds from sale of assets, net                               -    135,500
   Other                                                      (3,231)    (1,025)
                                                              ------     ------

     Net cash provided by (used in) investing activities    (163,516)   122,289
                                                            --------    -------

       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)

                                                           Six Months Ended
                                                              August 31,
                                                          2001         2002
                                                          ----         ----
CASH FLOWS FROM FINANCING ACTIVITIES:
   Payments on long-term debt                           (113,000)    (216,102)
   Proceeds from long-term debt                            5,000        6,000
   Distributions to parent                                (4,492)      (2,246)
   Contributions from parent                             195,167       63,502
   Debt related costs                                       (941)      (2,754)
                                                            ----       ------

     Net cash provided by (used in) financing activities   81,734     (151,600)
                                                           ------     --------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS         (53,434)       5,293

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

   End of period                                         $ 6,465     $ 11,655
                                                         =======     ========

SUPPLEMENTAL DISCLOSURES:
   Cash paid for -
     Interest                                           $ 54,269     $ 39,455
     Income taxes                                          1,058          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
                                 August 31, 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 August
31, 2002 and the results of their  operations for the three and six months ended
August 31,  2001 and 2002 and their cash flows for the six months  ended  August
31, 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
August 31,  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 six months
ended August 31, 2001 and 2002 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  4.4 and 3.8  million  shares for the three
months  ended  August 31, 2001 and 2002,  respectively,  and 4.3 and 4.0 million
shares for the six months ended August 31, 2001 and 2002, respectively.


<PAGE>



     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 August  31,  2001 and
February 28, 2002 financial statements to be consistent with the August 31, 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 an immaterial  amount of these costs as of August
31, 2002 and August 31, 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.


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. As of the date of adoption, 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 six months ended
August 31, 2001, the Company recorded  amortization expense for goodwill and FCC
licenses of $16.1 million and $30.0 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.


<PAGE>


     EMMIS

<TABLE>
<CAPTION>

(Dollars in thousands, except per share data)                     THREE MONTHS ENDED           SIX MONTHS ENDED
                                                                      AUGUST 31,                   AUGUST 31,
                                                                    2001         2002          2001          2002
                                                                    ----         ----          ----          ----
<S>                                                               <C>         <C>            <C>        <C>
Reported income (loss) before extraordinary loss
     and accounting change                                       $ (6,070)     $ 4,221      $ (19,547)     $ 8,387
Add back:  amortization of goodwill, net of tax
     provision of $621 and $1,295 for the three and six
     months ended August 31, 2001                                   1,306            -          2,405            -
Add back:  amortization of FCC licenses,
     net of tax provision of $4,589 and $9,214 for the three
     and six  months ended August 31, 2001                          9,565            -         17,111            -
                                                                 --------      -------      ---------      -------
Adjusted income (loss) before extraordinary loss
     and accounting change                                        $ 4,801      $ 4,221          $ (31)     $ 8,387
                                                                  =======      =======          =====      =======

Reported net loss available to common shareholders               $ (9,400)    $ (6,802)     $ (25,123)  $ (174,622)
Add back:  amortization of goodwill, net of tax
     provision of $621 and $1,295 for the three and
     six months ended August 31, 2001                               1,306            -          2,405            -
Add back:  amortization of FCC licenses,
     net of tax provision of $4,589 and $9,214 for the
     three and six months ended August 31, 2001                     9,565            -         17,111            -
                                                                 --------     --------      ---------   ----------
Adjusted net income (loss) available to common shareholders       $ 1,471     $ (6,802)      $ (5,607)  $ (174,622)
                                                                  =======     ========       ========   ==========


BASIC NET LOSS AVAILABLE TO COMMON SHAREHOLDERS:
     Reported net loss available to common shareholders           $ (0.20)     $ (0.13)       $ (0.53)     $ (3.49)
     Amortization of goodwill, net of taxes                          0.03            -           0.05            -
     Amortization of FCC licenses, net of taxes                      0.20            -           0.36            -
                                                                  -------      -------        -------      -------
     Adjusted net income (loss) available to common shareholders   $ 0.03      $ (0.13)       $ (0.12)     $ (3.49)
                                                                   ======      =======        =======      =======

DILUTED NET LOSS AVAILABLE TO COMMON SHAREHOLDERS:
     Reported net loss available to common shareholders           $ (0.20)     $ (0.13)       $ (0.53)     $ (3.49)
     Amortization of goodwill, net of taxes                          0.03            -           0.05            -
     Amortization of FCC licenses, net of taxes                      0.20            -           0.36            -
                                                                  -------      -------        -------      -------
     Adjusted net income (loss) available to common shareholders   $ 0.03      $ (0.13)       $ (0.12)     $ (3.49)
                                                                   ======      =======        =======      =======

     Basic Shares                                                  47,353       53,083         47,301       50,007
     Diluted Shares                                                47,353       53,083         47,301       50,007

</TABLE>


<PAGE>


     EOC
<TABLE>
<CAPTION>

(Dollars in thousands)                                THREE MONTHS ENDED AUGUST 31,  SIX MONTHS ENDED AUGUST 31,
                                                           2001           2002             2001          2002
                                                           ----           ----             ----          ----
<S>                                                      <C>             <C>            <C>           <C>
Reported income (loss) before extraordinary
     loss and accounting change                          $ (2,079)       $ 8,535        $ (12,941)     $ 17,766
Add back:  amortization of goodwill, net of tax
     provision of $621 and $1,295 for the three and
     six months ended August 31, 2001                       1,306              -            2,405             -
Add back:  amortization of FCC licenses, net of
     tax provision of $4,589 and $9,214 for the three and
     six months ended August 31, 2001                       9,565              -           17,111             -
                                                         --------        -------        ---------      --------
Adjusted income before extraordinary
     loss and accounting change                           $ 8,792        $ 8,535          $ 6,575      $ 17,766
                                                          =======        =======          =======      ========

Reported net income (loss)                               $ (3,163)       $ 7,986        $ (14,025)    $(152,523)
Add back:  amortization of goodwill, net of tax
     provision of $621 and $1,295 for the three and
     six months ended August 31, 2001                       1,306              -            2,405             -
Add back:  amortization of FCC licenses, net of
     tax provision of $4,589 and $9,214 for the three and
     six months ended August 31, 2001                       9,565              -           17,111             -
                                                         --------        -------        ---------     ---------
Adjusted net income (loss)                                $ 7,708        $ 7,986          $ 5,491     $(152,523)
                                                          =======        =======          =======     =========
</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 August
31, 2002 and February  28,  2002,  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 August 31, 2002 and  February  28,  2002,  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 August 31, 2002 (dollars in thousands):

<TABLE>
<CAPTION>

                                                FEBRUARY 28, 2002                                  AUGUST 31, 2002
                                                -----------------                                  ---------------
                                   GROSS                                 NET          GROSS                                 NET
                                  CARRYING         ACCUMULATED         CARRYING      CARRYING         ACCUMULATED         CARRYING
                                   AMOUNT         AMORTIZATION          AMOUNT        AMOUNT         AMORTIZATION          AMOUNT
                                   ------         ------------          ------        ------         ------------          ------
<S>                              <C>                 <C>              <C>           <C>                 <C>              <C>
FOREIGN BROADCASTING LICENSES    $ 22,542             $ 8,694         $ 13,848      $ 18,693             $ 9,327          $ 9,366
SUBSCRIPTION LISTS                 12,189              11,077            1,112        12,189              11,723              466
LEASE RIGHTS                       11,502                 407           11,095        11,502                 551           10,951
CUSTOMER LISTS                      7,371               1,734            5,637         7,371               3,035            4,336
NON-COMPETE AGREEMENTS              5,738               5,561              177         5,738               5,580              158
OTHER                               4,335               1,240            3,095         4,211               1,321            2,890
                                    -----               -----            -----         -----               -----            -----
  TOTAL                          $ 63,677            $ 28,713         $ 34,964      $ 59,704            $ 31,537         $ 28,167
                                 ========            ========         ========      ========            ========         ========

</TABLE>


         Total  amortization  expense from  definite-lived  intangibles  for the
three and six months ended  August 31, 2002 was $1.7  million and $3.6  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 August 31, 2002
by $3.8 million and $0.6 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                         $ 4,469
2004                           3,460
2005                           1,869
2006                             910
2007                             880

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 $120.3 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.

Note 5.   Comprehensive Loss

     EMMIS
         Comprehensive loss was comprised of the following for the three and six
month periods ended August 31, 2001 and 2002 (dollars in thousands):

                                           Three Months         Six Months
                                         Ended August 31,    Ended August 31,
                                          2001      2002      2001       2002
                                          ----      ----      ----       ----

Net loss                                $(7,154) $ (4,556)  $(20,631) $(170,130)
Translation adjustment                     (500)   (3,371)        12     (8,519)
Change in fair value of derivative instruments,
 net of associated tax benefit             (935)        -     (1,923)         -
                                       --------  --------   --------  ---------

Total comprehensive loss                $(8,589) $ (7,927)  $(22,542) $(178,649)
                                       ========  ========   ========  =========


The majority of the  translation  adjustment  for the three and six months ended
August 31, 2002 relates to the foreign currency devaluation in Argentina,  where
we have a 75% ownership interest in two radio stations.

 EOC
         Comprehensive loss was comprised of the following for the three and six
month periods ended August 31, 2001 and 2002 (dollars in thousands):

<TABLE>
<CAPTION>

                                                      Three Months            Six Months
                                                     Ended August 31,       Ended August 31,
                                                     2001       2002       2001        2002
                                                     ----       ----       ----        ----

<S>                                              <C>         <C>        <C>        <C>
Net income (loss)                                $ (3,163)   $ 7,986    $ (14,025) $ (152,523)
Translation adjustment                               (500)    (3,371)          12      (8,519)
Change in fair value of derivative
     instruments, net of associated tax benefit      (935)         -       (1,923)          -
                                                 --------    -------    ---------  ----------

Total comprehensive income (loss)                $ (4,598)   $ 4,615    $ (15,936) $ (161,042)
                                                 ========    =======    =========  ==========
</TABLE>

The majority of the  translation  adjustment  for the three and six months ended
August 31, 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 August
31, 2001 and 2002 were $2.1 million and $2.7  million,  respectively,  and total
revenues for the six months ended August 31, 2001 and 2002 were $3.2 million and
$4.4  million,  respectively.  The  carrying  value of long lived assets of this
radio  station as of August 31, 2001 and 2002 was $8.4 million and $6.4 million,
respectively.  Total  revenues  of our  two  radio  stations  in  Buenos  Aires,
Argentina  for the three months ended August 31, 2001 and 2002 were $2.4 million
and $0.4  million,  respectively,  and total  revenues  for the six months ended
August 31, 2001 and 2002 were $4.3 million and $0.9 million,  respectively.  The
carrying  value of long lived  assets of these  radio  stations as of August 31,
2001 and 2002 was $18.0 million and $4.7 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.
<PAGE>
<TABLE>
<CAPTION>

Three Months Ended                                               Publishing
August 31, 2002                      Radio        Television      and Other      Corporate    Consolidated
---------------                      -----        ----------      ---------      ---------    ------------
                                                     (Unaudited, dollars in thousands)
<S>                                  <C>          <C>              <C>            <C>         <C>
Net revenues                          $ 69,890      $ 55,426      $ 17,906            $ -      $ 143,222
Station operating expenses,
  excluding noncash compensation        35,100        35,252        15,613              -         85,965
                                        ------        ------        ------         ------         ------
Broadcast/publishing cash flow          34,790        20,174         2,293              -         57,257
Corporate expenses, excluding
  noncash compensation                       -             -             -          5,046          5,046
Noncash compensation                         -             -             -          5,775          5,775
Depreciation and amortization            1,930         7,049           459          1,155         10,593
                                         -----         -----           ---          -----         ------
Operating income (loss)               $ 32,860      $ 13,125       $ 1,834      $ (11,976)      $ 35,843
                                      ========      ========       =======      =========       ========

Total assets                         $ 900,366    $1,040,435      $ 79,228       $ 97,996    $ 2,118,025
                                     =========    ==========      ========       ========    ===========
</TABLE>

    With  respect  to EOC,  the above  information  would be  identical,  except
    corporate total assets would be $90,026 and consolidated  total assets would
    be $2,110,055.

<TABLE>
<CAPTION>
Three Months Ended                                                 Publishing
August 31, 2001                      Radio        Television       and Other    Corporate   Consolidated
---------------                      -----        ----------       ---------    ---------   ------------
                                                        (Unaudited, dollars in thousands)
<S>                              <C>             <C>              <C>           <C>          <C>
Net revenues                        $ 74,097        $ 52,864      $ 17,686            $ -      $ 144,647
Station operating expenses,
   excluding noncash compensation     37,811          34,001        15,703              -         87,515
                                      ------          ------        ------         ------         ------
Broadcast/publishing cash flow        36,286          18,863         1,983              -         57,132
Time brokerage fees                        -               -             -              -              -
Corporate expenses, excluding
  noncash compensation                     -               -             -          4,568          4,568
Noncash compensation                       -               -             -          1,591          1,591
Depreciation and amortization          8,610          13,202         2,111          1,163         25,086
Restructuring fees and other               -               -             -            196            196
                                       -----          ------         -----          -----         ------
Operating income (loss)             $ 27,676         $ 5,661        $ (128)      $ (7,518)      $ 25,691
                                    ========         =======        ======       ========       ========
Total assets                     $ 1,086,048     $ 1,297,075      $ 92,423      $ 117,598    $ 2,593,144
                                 ===========     ===========      ========      =========    ===========

</TABLE>

    With  respect  to EOC,  the above  information  would be  identical,  except
    corporate total assets would be $106,519 and consolidated total assets would
    be $2,582,065.



<PAGE>

<TABLE>
<CAPTION>

Six Months Ended                                               Publishing
August 31, 2002                         Radio     Television   and Other   Corporate   Consolidated
---------------                         -----     ----------   ---------   ---------   ------------
(Unaudited, dollars in thousands)
<S>                                  <C>        <C>            <C>         <C>        <C>
Net revenues                         $ 132,614    $ 112,583    $ 34,831         $ -     $ 280,028
Station operating expenses,
  excluding noncash compensation        69,508       72,064      30,723           -       172,295
                                        ------       ------      ------      ------       -------
Broadcast/publishing cash flow          63,106       40,519       4,108           -       107,733
Corporate expenes, excluding
  noncash compensation                       -            -           -      10,179        10,179
Noncash compensation                         -            -           -      11,130        11,130
Depreciation and amortization            4,023       13,979       1,049       2,301        21,352
                                         -----       ------       -----       -----        ------
Operating income (loss)               $ 59,083     $ 26,540     $ 3,059   $ (23,610)     $ 65,072
                                      ========     ========     =======   =========      ========

Total assets                         $ 900,366  $ 1,040,435    $ 79,228    $ 97,996   $ 2,118,025
                                     =========  ===========    ========    ========   ===========
</TABLE>

With respect to EOC, the above information would be identical,  except corporate
total assets would be $90,026 and consolidated total assets would be $2,110,055.

<TABLE>
<CAPTION>
Six Months Ended                                               Publishing
August 31, 2001                         Radio     Television   and Other    Corporate   Consolidated
---------------                         -----     ----------   ---------    ---------   ------------
                                                       (Unaudited, dollars in thousands)
<S>                                <C>          <C>            <C>        <C>          <C>
Net revenues                         $ 140,245    $ 106,861    $ 35,794         $ -      $ 282,900
Station operating expenses,
  excluding noncash compensation        74,847       69,875      32,763           -        177,485
                                        ------       ------      ------      ------        -------
Broadcast/publishing cash flow          65,398       36,986       3,031           -        105,415
Time brokerage fees                        479            -           -           -            479
Corporate expenses, excluding
  noncash compensation                       -            -           -       9,525          9,525
Noncash compensation                         -            -           -       4,331          4,331
Depreciation and amortization           16,455       26,259       4,249       2,259         49,222
Restructuring fees and other                 -            -           -         768            768
                                      --------     --------    --------   ---------       --------
Operating income (loss)               $ 48,464     $ 10,727    $ (1,218)  $ (16,883)      $ 41,090
                                      ========     ========    ========   =========       ========

Total assets                       $ 1,086,048  $ 1,297,075    $ 92,423   $ 117,598    $ 2,593,144
                                   ===========  ===========    ========   =========    ===========
</TABLE>

With respect to EOC, the above information would be identical,  except corporate
total  assets  would  be  $106,519  and  consolidated   total  assets  would  be
$2,582,065.

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 August 31,  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 August 31, 2002 and for the three and
six months  ended  August 31,  2001 and 2002.  EOC uses the equity  method  with
respect to investments in subsidiaries.


<PAGE>


                             Emmis Operating Company
                              As of August 31, 2002
                      Condensed Consolidating Balance Sheet
                        (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>

CURRENT ASSETS:
  Cash and cash equivalents                          $ 4,018       $ 6,664         $ 973             $ -       $ 11,655
  Accounts receivable, net                                 -       104,286         3,252               -        107,538
  Prepaid expenses                                       974        15,345           133               -         16,452
  Income tax refund receivable                        12,844             -             -               -         12,844
  Other                                                    -        17,222            57               -         17,279
  Assets held for sale                                     -             -                             -              -
                                                     -------       -------         -----             ---       --------
    Total current assets                              17,836       143,517         4,415               -        165,768

  Property and equipment, net                         35,476       188,493         1,463               -        225,432
  Intangible assets, net                               4,336     1,662,470         9,366               -      1,676,172
  Investment in affiliates                         1,887,372             -                    (1,887,372)             -
  Other assets, net                                   36,134        10,148           252          (3,851)        42,683
                                                      ------        ------           ---          ------         ------
    Total assets                                 $ 1,981,154   $ 2,004,628      $ 15,496    $ (1,891,223)   $ 2,110,055
                                                 ===========   ===========      ========    ============    ===========

CURRENT LIABILITIES:
  Accounts payable                                  $ 15,510      $ 19,963       $ 6,270             $ -       $ 41,743
  Current maturities of other long-term debt              34             5        15,471          (1,221)        14,289
  Current portion of TV program rights payable                      19,920             -               -         19,920
  Accrued salaries and commissions                       457         8,441           156               -          9,054
  Accrued interest                                    15,694                           -               -         15,694
  Deferred revenue                                                  15,970             -               -         15,970
  Other                                                4,197         3,250             -               -          7,447
  Credit facility debt to be repaid with assets held
     for sale                                              -             -             -               -              -
  Liabilities associated with assets held for sale         -             -             -               -              -
                                                      ------        ------        ------          ------        -------
    Total current liabilities                         35,892        67,549        21,897          (1,221)       124,117

Long-term debt, net of current maturities          1,041,898             -             -               -      1,041,898
Other long-term debt, net of current maturities           41           195         5,188          (2,630)         2,794
TV program rights payable, net of current portion                   33,939             -               -         33,939
Other noncurrent liabilities                          18,442         3,900            84               -         22,426
Deferred income taxes                                 27,921             -             -               -         27,921
                                                   ---------       -------        ------          ------      ---------
    Total liabilities                              1,124,194       105,583        27,169          (3,851)     1,253,095

Shareholder's equity
  Common stock                                     1,027,221             -             -               -      1,027,221
  Additional paid-in capital                          86,167             -         4,393          (4,393)        86,167
  Subsidiary investment                                    -     1,615,994        22,010      (1,638,004)             -
  Retained earnings/(accumulated deficit)           (235,492)      283,051       (22,657)       (260,394)      (235,492)
  Accumulated other comprehensive loss               (20,936)            -       (15,419)         15,419        (20,936)
                                                    --------       -------       -------        --------       --------
    Total shareholder's equity                       856,960     1,899,045       (11,673)     (1,887,372)       856,960
                                                     -------     ---------       -------      ----------        -------
    Total liabilities and shareholder's equity   $ 1,981,154   $ 2,004,628      $ 15,496    $ (1,891,223)   $ 2,110,055
                                                 ===========   ===========      ========    ============    ===========
</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
                                                     ----        ----------    ----------      -------      ------------
<S>                                               <C>            <C>              <C>        <C>             <C>

CURRENT ASSETS:
  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 August 31, 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                                       $ 225       $ 139,838       $ 3,159            $ -      $ 143,222
Operating expenses:
     Station operating expenses,
         excluding noncash compensation              183          83,354         2,428              -         85,965
     Corporate expenses, excluding
          noncash compensation                     5,046               -             -              -          5,046
     Noncash compensation                          4,332           1,443             -              -          5,775
     Depreciation and amortization                 1,155           8,735           703              -         10,593
          Total operating expenses                10,716          93,532         3,131              -        107,379
                                                  ------          ------         -----          -----        -------
Operating income (loss)                          (10,491)         46,306            28              -         35,843
                                                 -------          ------         -----          -----         ------
Other income (expense)
     Interest expense                            (19,474)           (392)         (128)           176        (19,818)
     Loss from unconsolidated affiliates               -          (3,014)            -              -         (3,014)
     Other income (expense), net                     288             246           217           (139)           612
                                                     ---             ---           ---           ----            ---
          Total other income (expense)           (19,186)         (3,160)           89             37        (22,220)
                                                 -------          ------            --             --        -------

Income (loss) before income taxes,
    extraordinary loss and accounting change     (29,677)         43,146           117             37         13,623
Provision (benefit) for income taxes             (11,307)         16,395             -              -          5,088
                                                 -------          ------           ---             --         ------
Income (loss) before extraordinary loss
    and accounting change                        (18,370)         26,751           117             37          8,535
Extraordinary loss, net of tax                      (549)              -             -              -           (549)
Equity in earnings (loss) of subsidiaries         26,905               -             -        (26,905)             -
                                                 -------        --------         -----      ---------        -------
Net income (loss)                                $ 7,986        $ 26,751         $ 117      $ (26,868)       $ 7,986
                                                 =======        ========         =====      =========        =======
</TABLE>


<PAGE>


                             Emmis Operating Company
                 Condensed Consolidating Statement of Operations
                   For the Three Months Ended August 31, 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                                       $ 759   $ 139,339      $ 4,549          $ -      $ 144,647
Operating expenses:
     Station operating expenses,
         excluding noncash compensation              403      83,690        3,422            -         87,515
     Corporate expenses, excluding
         noncash compensation                      4,568           -            -            -          4,568
     Noncash compensation                          1,193         398            -            -          1,591
     Depreciation and amortization                 1,163      23,104          819            -         25,086
     Restructuring fees and other                    196           -            -            -            196
                                                   -----     -------        -----        -----        -------
          Total operating expenses                 7,523     107,192        4,241            -        118,956
                                                   -----     -------        -----        -----        -------
Operating income (loss)                           (6,764)     32,147          308            -         25,691
                                                  ------      ------          ---        -----         ------
Other income (expense)
     Interest expense                            (25,132)        100         (780)         168        (25,644)
     Loss from unconsolidated affiliates               -      (1,232)           -            -         (1,232)
     Other income (expense), net                     307        (753)         (49)        (203)          (698)
                                                     ---        ----          ---         ----           ----
          Total other income (expense)           (24,825)     (1,885)        (829)         (35)       (27,574)
                                                 -------      ------         ----          ---        -------

Income (loss) before income taxes,
    extraordinary loss and accounting change     (31,589)     30,262         (521)         (35)        (1,883)

Provision (benefit) for income taxes             (11,200)     11,396            -            -            196
                                                 -------      ------         ----          ---         ------

Income (loss) before extraordinary loss
    and accounting change                        (20,389)     18,866         (521)         (35)        (2,079)
Extraordinary loss, net of tax                    (1,084)          -            -            -         (1,084)
Equity in earnings (loss) of subsidiaries         18,310           -            -      (18,310)             -
                                                 -------      ------         ----          ---         ------
Net income (loss)                               $ (3,163)   $ 18,866       $ (521)   $ (18,345)      $ (3,163)
                                                ========    ========       ======    =========       ========
</TABLE>


<PAGE>


                             Emmis Operating Company
                 Condensed Consolidating Statement of Operations
                    For the Six Months Ended August 31, 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                                     $ 456       $ 274,223         $ 5,349            $ -      $ 280,028
Operating expenses:
     Station operating expenses,
         excluding noncash compensation            372         166,995           4,928              -        172,295
     Corporate expenses, excluding
          noncash compensation                  10,179               -               -              -         10,179
     Noncash compensation                        8,348           2,782               -              -         11,130
     Depreciation and amortization               2,301          17,630           1,421              -         21,352
                                                 -----          ------           -----          -----         ------
          Total operating expenses              21,200         187,407           6,349              -        214,956
                                                ------         -------           -----          -----        -------
Operating income (loss)                        (20,744)         86,816          (1,000)             -         65,072
                                               -------          ------          ------          -----         ------
Other income (expense)
     Interest expense                          (41,383)           (453)           (773)           351        (42,258)
     Loss from unconsolidated affiliates             -          (4,080)              -              -         (4,080)
     Gain on sale of assets                          -           8,933               -              -          8,933
     Other income (expense), net                   639             379             496           (255)         1,259
                                                   ---             ---             ---           ----          -----
          Total other income (expense)         (40,744)          4,779            (277)            96        (36,146)
                                               -------           -----            ----             --        -------

Income (loss) before income taxes,
    extraordinary loss and accounting change   (61,488)         91,595          (1,277)            96         28,926

Provision (benefit) for income taxes           (23,646)         34,806               -              -         11,160
                                               -------         -------        --------      ---------     ----------

Income (loss) before extraordinary loss
    and accounting change                      (37,842)         56,789          (1,277)            96         17,766
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       55,608               -               -        (55,608)             -
                                            ----------      ----------        --------      ---------     ----------
Net income (loss)                           $ (152,523)     $ (110,611)       $ (1,277)     $ 111,888     $ (152,523)
                                            ==========      ==========        ========      =========     ==========
</TABLE>

<PAGE>


                             Emmis Operating Company
                 Condensed Consolidating Statement of Operations
                    For the Six Months Ended August 31, 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                                        $ 1,102     $ 274,298       $ 7,500          $ -      $ 282,900
Operating expenses:
     Station operating expenses,
        excluding noncash compensation                  716       169,920         6,849            -        177,485
     Time brokerage fees                                  -           479             -            -            479
     Corporate expenses, excluding
        noncash compensation                          9,525             -             -            -          9,525
     Noncash compensation                             3,248         1,083             -            -          4,331
     Depreciation and amortization                    2,259        45,318         1,645            -         49,222
     Restructuring fees and other                       768             -             -            -            768
                                                      -----        ------         -----        -----         ------
          Total operating expenses                   16,516       216,800         8,494            -        241,810
                                                     ------       -------         -----        -----        -------
Operating income (loss)                             (15,414)       57,498          (994)           -         41,090
                                                    -------        ------          ----        -----         ------
Other income (expense)
     Interest expense                               (54,482)         (145)       (1,591)         336        (55,882)
     Loss from unconsolidated affiliates                  -        (2,096)            -            -         (2,096)
     Other income (expense), net                      1,217          (169)          (63)        (224)           761
                                                      -----          ----           ---         ----            ---
          Total other income (expense)              (53,265)       (2,410)       (1,654)         112        (57,217)
                                                    -------        ------        ------          ---        -------

Income (loss) before income taxes,
    extraordinary loss and accounting change        (68,679)       55,088        (2,648)         112        (16,127)

Provision (benefit) for income taxes                (23,925)       20,739             -            -         (3,186)
                                                    -------        ------        ------          ---        -------
Income (loss) before extraordinary loss
    and accounting change                           (44,754)       34,349        (2,648)         112        (12,941)
Extraordinary item, net of tax                       (1,084)            -             -            -         (1,084)
Cumulative effect of accounting change,
    net of tax                                            -             -             -            -              -
Equity in earnings (loss) of subsidiaries            31,813             -             -      (31,813)             -
                                                  ---------      --------      --------    ---------      ---------
Net income (loss)                                 $ (14,025)     $ 34,349      $ (2,648)   $ (31,701)     $ (14,025)
                                                  =========      ========      ========    =========      =========
</TABLE>


<PAGE>


                             Emmis Operating Company
                 Condensed Consolidating Statement of Cash Flows
                    For the Six Months Ended August 31, 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>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                $ (152,523)    $ (110,611)     $ (1,277)     $ 111,888     $ (152,523)
  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                     3,881         27,278         1,421              -         32,580
      Provision for bad debts                               -          2,179             -              -          2,179
      Provision (benefit) for deferred income taxes    11,160              -             -              -         11,160
      Noncash compensation                              8,348          2,782             -              -         11,130
      Gain on sale of assets                                -         (8,933)            -              -         (8,933)
      Equity in earnings of subsidiaries              (55,608)             -             -         55,608              -
      Other                                                96            111        (8,517)           (96)        (8,406)
  Changes in assets and liabilities -
      Accounts receivable                                   -        (15,221)          744              -        (14,477)
      Prepaid expenses and other current assets           (91)         4,155            70              -          4,134
      Other assets                                      6,350         (6,139)          275              -            486
      Accounts payable and accrued liabilities          2,935             93         1,154              -          4,182
      Deferred liabilities                                  -           (422)            -              -           (422)
      Other liabilities                                (3,100)        (9,188)       (4,487)             -        (16,775)
                                                       ------         ------        ------         ------        -------
      Net cash provided (used) by investing activities (8,263)        53,484       (10,617)             -         34,604
                                                       ------         ------       -------         ------         ------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment                  (1,820)       (11,227)          861              -        (12,186)
  Proceeds from sale of assets                              -        135,500             -              -        135,500
  Other                                                (1,025)             -             -              -         (1,025)
                                                       ------        -------           ---            ---        -------
  Net cash provided (used) by investing activities     (2,845)       124,273           861              -        122,289
                                                       ------        -------           ---            ---        -------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments on long-term debt                         (216,102)             -             -              -       (216,102)
  Proceeds from long-term debt                          6,000              -             -              -          6,000
  Intercompany                                        227,982       (176,063)        9,337              -         61,256
  Debt related costs                                   (2,754)             -             -              -         (2,754)
                                                       ------       --------         -----            ---       --------
  Net cash provided (used) by investing activities     15,126       (176,063)        9,337              -       (151,600)
                                                       ------       --------         -----            ---       --------

INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS                                           4,018          1,694          (419)             -          5,293

CASH AND CASH EQUIVALENTS:
  Beginning of period                                       -          4,970         1,392              -          6,362
                                                      -------        -------         -----            ---       --------

  End of period                                       $ 4,018        $ 6,664         $ 973            $ -       $ 11,655
                                                      =======        =======         =====            ===       ========
</TABLE>


<PAGE>


                             Emmis Operating Company
                 Condensed Consolidating Statement of Cash Flows
                    For the Six Months Ended August 31, 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>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                 $ (14,025)      $ 34,349      $ (2,648)     $ (31,701)     $ (14,025)
  Adjustments to reconcile net income (loss) to net
     cash provided (used) by operating activities -
      Extraordinary item                                1,084              -             -              -          1,084
      Depreciation and amortization                     4,960         53,066         1,646              -         59,672
      Provision for bad debts                               -          1,884             -              -          1,884
      Provision (benefit) for deferred income taxes    (3,186)             -             -              -         (3,186)
      Noncash compensation                              3,248          1,083             -              -          4,331
      Equity in earnings of subsidiaries              (31,813)             -             -         31,813              -
      Other                                            (3,457)           115            12           (112)        (3,442)
  Changes in assets and liabilities -
      Accounts receivable                                   -        (14,882)            2              -        (14,880)
      Prepaid expenses and other current assets          (176)         6,145           613              -          6,582
      Other assets                                     (7,315)        (9,757)           12              -        (17,060)
      Accounts payable and accrued liabilities         14,853        (10,654)          808              -          5,007
      Deferred liabilities                                  -           (365)            -              -           (365)
      Other liabilities                                15,305        (15,111)        2,552              -          2,746
                                                       ------        -------         -----          -----          -----
    Net cash provided (used) by investing activities  (20,522)        45,873         2,997              -         28,348
                                                      -------         ------         -----          -----         ------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment                   (1,184)       (18,184)         (171)             -        (19,539)
  Cash paid for acquisition                                 -       (140,746)            -              -       (140,746)
  Other                                                (3,231)             -             -              -         (3,231)
                                                       ------       --------          ----          -----       --------
  Net cash provided (used) by investing activities     (4,415)      (158,930)         (171)             -       (163,516)
                                                       ------       --------          ----          -----       --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments on long-term debt                         (113,000)             -             -              -       (113,000)
  Proceeds from long-term debt                          5,000              -             -              -          5,000
  Intercompany                                         78,703        113,619        (1,647)             -        190,675
  Debt related costs                                     (941)             -             -              -           (941)
                                                       ------        -------        ------          -----        -------
  Net cash provided (used) by investing activities    (30,238)       113,619        (1,647)             -         81,734
                                                      -------        -------        ------          -----         ------

INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS                                         (55,175)           562         1,179              -        (53,434)

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

  End of period                                           $ -        $ 4,580       $ 1,885            $ -        $ 6,465
                                                          ===        =======       =======            ===        =======
</TABLE>


<PAGE>



Note 8.  Regulatory, International 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 start broadcasting in digital format by May 2002 and to abandon
their  present  analog  format by 2006.  Five of our  television  stations  were
broadcasting  in digital  format by the May 2002 deadline and the remainder were
granted  extensions to November 2002. We expect several of our other stations to
meet the November  2002  deadline and have  requested  an  additional  six month
extension for the rest.  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 first issue a formal  admonishment  to any  broadcaster  whose
extension request is denied and then 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 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. Nonetheless, we
believe all of our stations (other than five of our satellite stations for which
we believe the  continued  delay is based upon  conditions  largely  outside our
control) will have commenced digital broadcasts by May 2003.

         Four of our CBS  affiliation  agreements and one of our NBC affiliation
agreements have expired.  We are currently in  negotiations  with CBS and NBC to
renew these affiliation agreements and we expect them all to be renewed. The NBC
renewal  agreement is expected to also cover our other NBC  affiliated  stations
whose affiliation agreements have not yet expired. We do not expect the terms of
the renewed  affiliation  agreements to have an adverse  material  impact on our
results of operations.

         Instead  of  making  a  required   license  payment  to  the  Hungarian
government in November  2001,  our 59.5% owned national radio station in Hungary
requested a modification of the broadcast  contract and ultimately filed suit in
arbitration  court seeking  reformation of the contract and requesting  that the
payments be reduced.  Subsequently, the arbitration court granted our request to
withdraw our claim and  terminated  the  arbitration.  The Hungarian  government
issued an order revoking our station's  broadcast license for non-payment of the
license fee, and we appealed the order in the Hungarian  ordinary  court,  which
ruled in our favor in September  2002.  The Hungarian  government  also filed an
action seeking to liquidate our Hungarian broadcast company, but this action was
denied by the court. We continue to seek an equitable resolution to this matter.
If it is not  resolved in a  reasonable  period of time,  it is unlikely we will
continue  to operate the station  under the present fee  arrangement.  We do not
expect an adverse material  financial impact to Emmis or EOC if the station does
not continue to operate.

         The Company is a party to various  other 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.


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;  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  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.

         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 SIX  MONTHS  ENDED  AUGUST  31,  2002
COMPARED TO AUGUST 31, 2001

         In April  2002,  we sold 4.6  million  shares of Class A common  stock,
raising  $120.3  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>
                      SUMMARY OF SEGMENT OPERATING RESULTS
                             (Dollars in thousands)

                                      Three Months Ended
                                           August 31,     Increase/   Percentage
                                        2002      2001    (Decrease)    Change
                                        ----      ----    ----------    ------
Radio net revenues                    $ 69,890   $ 74,097  $(4,207)      -5.7%
Television net revenues                 55,426     52,864    2,562        4.8%
Publishing net revenues                 17,906     17,686      220        1.2%
                                        ------     ------      ---
    Total net revenues                 143,222    144,647   (1,425)      -1.0%

Radio station operating expenses,
    excluding noncash compensation      35,100     37,811   (2,711)      -7.2%
Television station operating expenses,
    excluding noncash compensation      35,252     34,001    1,251        3.7%
Publishing operating expenses,
   excluding noncash compensation       15,613     15,703      (90)      -0.6%
                                        ------     ------      ---
  Total station operating expenses,
    excluding noncash compensation      85,965     87,515   (1,550)      -1.8%

Radio broadcast cash flow               34,790     36,286   (1,496)      -4.1%
Television broadcast cash flow          20,174     18,863    1,311        7.0%
Publishing cash flow                     2,293      1,983      310       15.6%
                                         -----      -----      ---
  Total broadcast/publishing cash flow  57,257     57,132      125        0.2%

Radio broadcast cash flow margin         49.8%      49.0%
Television broadcast cash flow margin    36.4%      35.7%
Publishing cash flow margin              12.8%      11.2%
    Total broadcast/publishing
      cash flow margin                   40.0%      39.5%

<PAGE>

                      SUMMARY OF SEGMENT OPERATING RESULTS
                             (Dollars in thousands)

                                          Six Months Ended
                                            August 31,      Increase/ Percentage
                                         2002        2001   (Decrease)   Change
                                         ----        ----   ----------   ------
Radio net revenues                    $ 132,614   $ 140,245  $ (7,631)     -5.4%
Television net revenues                 112,583     106,861     5,722      5.4%
Publishing net revenues                  34,831      35,794      (963)    -2.7%
                                         ------      ------      ----
  Total net revenues                    280,028     282,900    (2,872)    -1.0%

Radio station operating expenses,
   excluding noncash compensation        69,508      74,847    (5,339)    -7.1%
Television station operating expenses,
   excluding noncash compensation        72,064      69,875     2,189      3.1%
Publishing operating expenses,
   excluding noncash compensation        30,723      32,763    (2,040)    -6.2%
                                         ------      ------    ------
 Total station operating expenses,
   excluding noncash compensation       172,295     177,485    (5,190)    -2.9%

Radio broadcast cash flow                63,106      65,398    (2,292)    -3.5%
Television broadcast cash flow           40,519      36,986     3,533      9.6%
Publishing cash flow                      4,108       3,031     1,077     35.5%
                                          -----       -----     -----
 Total broadcast/publishing cash flow   107,733     105,415     2,318      2.2%

Radio broadcast cash flow margin          47.6%       46.6%
Television broadcast cash flow margin     36.0%       34.6%
Publishing cash flow margin               11.8%        8.5%
    Total broadcast/publishing
      cash flow margin                    38.5%       37.3%

NET REVENUES:

         Radio net revenues for the three months ended August 31, 2002 decreased
$4.2 million,  or 5.7%, and decreased  $7.6 million,  or 5.4% for the six months
ended August 31,  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 August 31, 2002 would have decreased $1.0 million,  or 1.4%, and decreased
$2.4  million,  or 1.8% for the six  months  ended  August 31,  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 August 31, 2002
decreased $1.4 million,  or 30.6%, and decreased $2.2 million,  or 28.7% for the
six months ended August 31, 2002.  Domestic  radio net revenues were  negatively
impacted by the results of our New York market due to a format change within the
market by one of our  competitors.  The negative  impact in our New York market,
which  represents  approximately  30% of our radio net  revenues,  was offset by
strength in our other markets.

         Television  net  revenues  for the three  months  ended August 31, 2002
increased $2.6 million,  or 4.8% and increased $5.7 million, or 5.4% for the six
months ended August 31, 2002. Included in net revenues in the three months ended
August 31,  2001 is  approximately  $4 million  attributable  to our  television
division  earning a performance  guaranty when our national sales rep agency did
not achieve  certain  performance  targets in the quarter.  Excluding this item,
television net revenues  would have  increased  12.9% and 9.7% for the three and
six months  ended  August 31, 2002,  respectively.  This  increase is due to our
television  stations selling a higher percentage of their inventory and charging
higher  rates,  coupled  with  approximately  $2.0  million and $4.3  million of
political  advertising net revenues in the three and six months ended August 31,
2002, respectively.

         Publishing  revenues  for  the  three  months  ended  August  31,  2002
increased $0.2 million,  or 1.2% and decreased $1.0 million, or 2.7% for the six
months ended  August 31, 2002.  This  decrease is due to lower  advertising  and
newsstand revenues at our publications. 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 August
31, 2002  decreased $1.4 million,  or 1.0%, and decreased $2.9 million,  or 1.0%
for the six  months  ended  August  31,  2002  due to the  effect  of the  items
described  above. On a pro forma basis,  net revenues for the three months ended
August 31, 2002 increased $1.8 million,  or 1.3%, and increased $2.4 million, or
0.9% for the six months  ended  August  31,  2002 due to the effect of the items
described above.

STATION OPERATING EXPENSES, EXCLUDING NONCASH COMPENSATION:

         Radio  station  operating  expenses,  excluding  noncash  compensation,
decreased $2.7 million,  or 7.2% for the three months ended August 31, 2002, and
decreased  $5.3 million,  or 7.1% for the six months ended August 31, 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 six months ended August 31, 2002 would have decreased $0.8 million, or
2.2% and $1.8 million,  or 2.6% respectively.  Radio station operating expenses,
excluding noncash compensation  decreased due to the implementation of our stock
compensation  program in December 2001, whereby each full-time employee's salary
was reduced by at least 10% and supplemented with a corresponding stock grant.

         Television station operating expenses,  excluding noncash compensation,
for the three and six months ended August 31, 2002  increased  $1.3 million,  or
3.7% and $2.2  million,  or 3.1%  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  $0.1 million,  or 0.6% for the three months ended August 31, 2002 and
decreased $2.0 million, or 6.2% for the six months ended August 31, 2002, due to
cost control measures and our stock compensation program.

         On a consolidated basis, station operating expenses,  excluding noncash
compensation,  for three and six months  ended  August 31, 2002  decreased  $1.6
million, or 1.8%, and $5.2 million,  or 2.9% respectively,  due to the effect of
the items described  above. On a pro forma basis,  station  operating  expenses,
excluding noncash  compensation,  for three and six months ended August 31, 2002
increased  $0.4  million,   or  0.4%,  and  decreased  $1.7  million,   or  1.0%
respectively, due to the effect of the items described above.

NONCASH COMPENSATION EXPENSES:

         Noncash  compensation  expenses  for the three  months ended August 31,
2002 were $5.8 million compared to $1.6 million for the same period of the prior
year, an increase of $4.2 million or 263.0%.  Noncash compensation  expenses for
the six months ended August 31, 2002 were $11.1 million compared to $4.3 million
for the same  period of the prior year,  an increase of $6.8  million or 157.0%.
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  $3.8  million and $8.2  million for the
three and six months ended August 31, 2002, respectively. Our stock compensation
program began December 2001;  therefore,  no expense related to this program was
recorded in the three and six month periods ended August 31, 2001.

CORPORATE EXPENSES, EXCLUDING NONCASH COMPENSATION:

         Corporate  expenses,  excluding  noncash  compensation,  for the  three
months ended August 31, 2002 were $5.0 million  compared to $4.6 million for the
same period of the prior year,  an increase of $0.4 million or 10.5%.  Corporate
expenses,  excluding noncash  compensation,  for the six months ended August 31,
2002 were $10.2  million  compared  to $9.5  million  for the same period of the
prior year,  an increase of $0.7 million or 6.9%.  These costs  increased due to
professional  fees  associated  with the  amendment  to our credit  facility 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
August 31, 2002 was $1.9 million compared to $8.6 million for the same period of
the prior year,  a decrease of $6.7  million or 77.6%.  Radio  depreciation  and
amortization  expense for the six months  ended August 31, 2002 was $4.0 million
compared to $16.5  million for the same period of the prior year,  a decrease of
$12.5 million or 75.6%. 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 six month  periods  ended August 31, 2001,  we recorded  radio
amortization  expense for  goodwill  and FCC  licenses of $7.2 million and $13.4
million, respectively.

         Television  depreciation and amortization  expense for the three months
ended  August 31, 2002 was $7.0 million  compared to $13.2  million for the same
period of the prior  year,  a  decrease  of $6.2  million  or 46.6%.  Television
depreciation and  amortization  expense for the six months ended August 31, 2002
was $14.0  million  compared  to $26.3  million for the same period of the prior
year,  a  decrease  of $12.3  million or 46.8%.  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 six month periods ended August
31,  2001,  we recorded  television  amortization  expense for  goodwill and FCC
licenses of $7.0 million and $13.9 million, respectively.

         Publishing  depreciation and amortization  expense for the three months
ended  August 31, 2002 was $0.5  million  compared to $2.1  million for the same
period of the prior  year,  a  decrease  of $1.6  million  or 78.3%.  Publishing
depreciation and  amortization  expense for the six months ended August 31, 2002
was $1.0 million compared to $4.2 million for the same period of the prior year,
a decrease of $3.2 million or 75.3%.  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 six month periods ended August 31, 2001,
we recorded  publishing  amortization  expense for  goodwill of $1.9 million and
$2.7 million, respectively.

         On a consolidated basis,  depreciation and amortization expense for the
three months ended August 31, 2002 was $10.6  million  compared to $25.1 million
for the same  period of the prior year,  a decrease  of $14.5  million or 57.8%.
Depreciation and  amortization  expense for the six months ended August 31, 2002
was $21.4  million  compared  to $49.2  million for the same period of the prior
year,  a  decrease  of $27.8  million or 56.6%.  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 six month  periods  ended
August 31, 2001, we recorded  amortization expense for goodwill and FCC licenses
of $16.1 million and $30.0 million, respectively.

OPERATING INCOME:

         Radio  operating  income for the three months ended August 31, 2002 was
$32.9  million  compared to $27.7 million for the same period of the prior year,
an increase of $5.2 million or 18.7%.  Radio operating income for the six months
ended August 31, 2002 was $59.1  million  compared to $48.5 million for the same
period of the prior year, an increase of $10.6  million or 21.9%.  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 $7.2 million in the three months ended August 31, 2001 and $13.4 million
in the six months ended August 31, 2001.

         Television  operating income for the three months ended August 31, 2002
was $13.1  million  compared  to $5.7  million  for the same period of the prior
year, an increase of $7.4 million or 131.8%. Television operating income for the
six months ended August 31, 2002 was $26.5 million compared to $10.7 million for
the same  period of the prior  year,  an  increase  of $15.8  million or 147.4%.
Substantially  all of the increase was  attributable to 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
August 31, 2001 and $13.9 million in the six months ended August 31, 2001.

         Publishing  operating income for the three months ended August 31, 2002
was $1.8  million  compared to a loss of $0.1 million for the same period of the
prior year, an increase of $1.9 million or 1,532.8%. Publishing operating income
for the six months ended August 31, 2002 was $3.1 million  compared to a loss of
$1.2 million for the same period of the prior year,  an increase of $4.3 million
or 351.1%. Substantially all of the increase was attributable to 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  $1.9  million in the three  months ended
August 31, 2001 and $2.7 million in the six months ended August 31, 2001.

         On a consolidated  basis,  operating  income for the three months ended
August 31, 2002 was $35.8 million  compared to $25.7 million for the same period
of the prior year, an increase of $10.1 million or 39.5%.  Operating  income for
the six months ended August 31, 2002 was $65.1 million compared to $41.1 million
for the same  period of the prior year,  an increase of $24.0  million or 58.4%.
Substantially  all of the increase was  attributable to 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 $16.1 million in the three months ended August 31, 2001
and $30.0 million in the six months ended August 31, 2001.

INTEREST EXPENSE:

         With  respect to Emmis,  interest  expense for the three  months  ended
August 31, 2002 was $26.2 million  compared to $32.5 million for the same period
of the prior year, a decrease of $6.3 million or 19.4%. Interest expense for the
six months ended August 31, 2002 was $56.1 million compared to $67.1 million for
the same period of the prior year,  a decrease of $11.0  million or 16.4%.  This
decrease is primarily attributable to a decrease in the interest rates we pay on
amounts outstanding under our credit facility,  which is variable rate debt. 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.  Additionally,  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 2002,  with the remaining  portion being used to reduce
amounts  outstanding under our senior discount notes in the quarter ended August
31,  2002.  With  respect to EOC,  interest  expense for the three  months ended
August 31, 2002 was $19.8 million  compared to $25.6 million for the same period
of the prior year, a decrease of $5.8 million or 22.7%. Interest expense for the
six months ended August 31, 2002 was $42.3 million compared to $55.9 million for
the same period of the prior year,  a decrease of $13.6  million or 24.4%.  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 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 $7.2 million for the three months ended
August  31,  2002  from a loss  before  income  taxes,  extraordinary  loss  and
accounting  change of $7.8 million for the same period of the prior year. Income
(loss) before income taxes,  extraordinary  loss and accounting change increased
to $15.0  million  for the six months  ended  August 31, 2002 from a loss before
income taxes,  extraordinary loss and accounting change of $26.4 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 six  months  ended
August  31,  2002  is  mainly  attributable  to:  (1)  the  elimination  of  our
amortization expense for goodwill and broadcasting licenses of $16.1 million and
$30.0 million,  respectively, (2) a reduction in interest expense as a result of
the factors described above under interest  expense,  and (3) in the case of the
six months ended August 31, 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 $13.6  million for the
three  months  ended  August  31,  2002  from  a  loss  before   income   taxes,
extraordinary  loss and accounting change of $1.9 million for the same period of
the prior year.  Income  (loss)  before  income  taxes,  extraordinary  loss and
accounting change increased to $28.9 million for the six months ended August 31,
2002 from a loss before income taxes,  extraordinary  loss and accounting change
of $16.1  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) the elimination of our  amortization  expense for goodwill
and broadcasting licenses of $16.1 million and $30.0 million,  respectively, (2)
a reduction in interest expense as a result of the factors described above under
interest  expense,  and (3) in the case of the six months ended August 31, 2002,
the gain on sale of our Denver radio assets of $8.9 million.

NET LOSS:

         With respect to Emmis, net loss decreased to $4.6 million for the three
months  ended August 31, 2002 from $7.2 million for the same period of the prior
year.  The decrease in net loss is mainly  attributable  to the  elimination  of
amortization  expense and decreased interest expense,  each described above, and
each net of taxes, partially offset by a $8.8 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 quarter.  Net loss  increased  to $170.1  million for the six
months ended August 31, 2002 from $20.6 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 six
months, and (3) 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 $8.0  million for the three months
ended August 31, 2002 compared to a net loss of $3.2 million for the same period
of the prior  year.  The  increase in net income is mainly  attributable  to the
elimination of amortization  expense, and the decrease in interest expense, each
described  above,  and each net of taxes,  partially  offset  by a $0.5  million
extraordinary loss, net of a deferred tax benefit,  relating to the write-off of
deferred  debt fees  associated  with debt repaid  during the quarter.  Net loss
increased to $152.5  million for the six months ended August 31, 2002 from $14.0
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 six months,  and (3) 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 August 31, 2002, we had cash and cash  equivalents  of $11.7 million
and net working  capital for Emmis and EOC of $40.5  million and $41.7  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.  Due to the economic  stimulus  package passed by Congress in March
2002,  Emmis  recorded a tax refund  receivable  of $12.8 million in the quarter
ended May 31,  2002,  which  remains  outstanding  as of August  31,  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 $35.5  million for the six months ended  August 31, 2002  compared to $30.4
million  for the same period of the prior year.  With  respect to EOC,  net cash
flows  provided by operating  activities  were $34.6  million for the six months
ended  August  31,  2002  compared  to net  cash  flows  provided  by  operating
activities of $28.3 million for the same period of the prior year.  The increase
in cash flows  provided by operating  activities for the six months ended August
31,  2002 as  compared  to the same  period in the prior year is due to a slight
increase in net revenues less station operating expenses and corporate expenses,
combined with changes in the timing of cash  receipts and  payments.  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 $122.3 million for the
six months  ended  August 31, 2002  compared to cash used in investing of $163.5
million  in the same  period of the  prior  year.  This  increase  is  primarily
attributable  to our sales of radio  stations in the six months ended August 31,
2002 as opposed to our purchase of radio stations in the six months ended August
31, 2001,  partially  offset by a reduction in capital  expenditures  in the six
months ended August 31, 2002 over the same period in the prior year.  Investment
activities   include  capital   expenditures   and  business   acquisitions  and
dispositions.

         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 six month  periods ended
August 31, 2002 and 2001, we had capital expenditures of $12.2 million and $19.5
million,  respectively. Of this decrease,  approximately $6.4 million relates to
the construction of new operating  facilities for WALA-TV in Mobile,  Alabama in
the first six months of the prior year. 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 $152.5
million and $151.6  million,  respectively,  for the six months ended August 31,
2002.  Cash flows provided by financing  activities for Emmis and EOC were $79.6
million and $81.7 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 $120.3 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 six months ended August 31, 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  August  31,  2002,  EOC  had  $1,059.0   million  of  corporate
indebtedness  outstanding  under our credit facility ($741.9 million) and senior
subordinated  notes ($300.0  million),  and an additional $17.1 million of other
indebtedness.  As of August 31, 2002, total  indebtedness  outstanding for Emmis
included all of EOC's  indebtedness as well as $186.4 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 August 31, 2002, our weighted average borrowing rate under
our credit  facility was  approximately  6.0% and our overall  weighted  average
borrowing rate, after taking into account amounts  outstanding  under our senior
subordinated  notes and senior  discount  notes,  was  approximately  7.5%.  The
overall weighted average  borrowing rate for EOC, which would exclude the senior
discount notes, was approximately 6.6%.

         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 has 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 August 19,2002,  ECC's board of
directors declared the October 15, 2002 dividend.

         At October 2, 2002, we had $175.9  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 August 31, 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  $16.1
million and $30.0  million in the three and six months  ended  August 31,  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 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.


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 start broadcasting in digital format by May 2002 and to abandon
their  present  analog  format by 2006.  Five of our  television  stations  were
broadcasting  in digital  format by the May 2002 deadline and the remainder were
granted  extensions to November 2002. We expect several of our other stations to
meet the November  2002  deadline and have  requested  an  additional  six month
extension for the rest.  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 first issue a formal  admonishment  to any  broadcaster  whose
extension request is denied and then 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 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. Nonetheless, we
believe all of our stations (other than five of our satellite stations for which
we believe the  continued  delay is based upon  conditions  largely  outside our
control) will have commenced digital broadcasts by May 2003.

         Four of our CBS  affiliation  agreements and one of our NBC affiliation
agreements have expired.  We are currently in  negotiations  with CBS and NBC to
renew these affiliation agreements and we expect them all to be renewed. The NBC
renewal  agreement is expected to also cover our other NBC  affiliated  stations
whose affiliation agreements have not yet expired. We do not expect the terms of
the renewed  affiliation  agreements to have an adverse  material  impact 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

         Instead  of  making  a  required   license  payment  to  the  Hungarian
government in November  2001,  our 59.5% owned national radio station in Hungary
requested a modification of the broadcast  contract and ultimately filed suit in
arbitration  court seeking  reformation of the contract and requesting  that the
payments be reduced.  Subsequently, the arbitration court granted our request to
withdraw our claim and  terminated  the  arbitration.  The Hungarian  government
issued an order revoking our station's  broadcast license for non-payment of the
license fee, and we appealed the order in the Hungarian  ordinary  court,  which
ruled in our favor in September  2002.  The Hungarian  government  also filed an
action seeking to liquidate our Hungarian broadcast company, but this action was
denied by the court. We continue to seek an equitable resolution to this matter.
If it is not  resolved in a  reasonable  period of time,  it is unlikely we will
continue  to operate the station  under the present fee  arrangement.  We do not
expect an adverse material  financial impact to Emmis or EOC if the station does
not continue to operate.

         The Company is a party to various  other 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.
         ..

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         At the annual meeting of the  shareholders  of ECC was held on June 25,
2002, the following matters received the following votes:

                                     Votes         Votes        Abstentions &
Matter Description                    For         Against     Broker Non-Votes
------------------                    ---         -------     ----------------

1. Election of Directors
      Richard A. Leventhal          83,018,541    2,441,239      12,098,036
      Lawrence B. Sorrel            83,092,380    2,367,400      12,098,036

2. Approval of the 2002 Equity
   Compensation Plan                57,536,753   23,037,735      16,983,328


<PAGE>



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,
               incorporated  by reference from Exhibit 3.2 to the Company's Form
               10-K/A for the year ended February 29, 2000.

          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.

          10.1 Fourth Amendment to Fourth Amended and Restated  Revolving Credit
               and Term Loan  Agreement  incorporated  by reference from Exhibit
               10.1 to the  company's  Form 10-Q for the  quarter  ended May 31,
               2002.

          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

          On June  19,  2002,  ECC  and EOC  filed  a Form  8-K  announcing  the
     appointment of Ernst & Young,  LLP as our independent  auditor,  dismissing
     Arthur Andersen, LLP. This Form 8-K was amended by ECC on June 20, 2002 and
     by EOC on June 26, 2002.

          On July 15, 2002 both ECC and EOC filed a form 8-K/A to amend the form
     8-K  filed  on May  14,  2002  addressing  risk  factors  relating  to both
     companies.




<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: October 14, 2002                     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:  October 14, 2002

                                            /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 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:  October 14, 2002

                                             /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: October 14, 2002                     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 the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):
<PAGE>

          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:  October 14, 2002

                                            /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:  October 14, 2002

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



<PAGE>