PROSPECTUS SUMMARY

       In this prospectus, unless the context indicates or requires otherwise, (i) Emmis Communications Corporation and its subsidiaries, including Emmis Operating Company, are referred to collectively as “we,” “us,” “our company” or “Emmis,” (ii) Emmis Communications Corporation, the parent company and a guarantor of the notes, is referred to as “Emmis Communications” and (iii) Emmis Operating Company, the issuer of the initial notes and the exchange notes, is referred to as “Emmis Operating Company” or the “issuer.” The following summary highlights basic information about Emmis and this offering. It may not contain all of the information that is important to you. For a more comprehensive understanding of our company and the offering, you should read this entire document, including “Risk Factors,” and the documents incorporated by reference. Certain statements in this “Prospectus Summary” are forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements.” Unless otherwise indicated, all financial information in this prospectus is for Emmis Communications and its subsidiaries.

       The term “initial notes” refers to the 6 7/8% Senior Subordinated Notes due 2012 that were issued on May 10, 2004 in a private offering. The term “exchange notes” refers to the 6 7/8% Senior Subordinated Notes due 2012 offered with this prospectus. The term “notes” refers to the initial notes and the exchange notes, collectively.

Our Company

       We are a diversified media company with radio broadcasting, television broadcasting and magazine publishing operations. We operate the ninth largest publicly traded radio portfolio in the United States based on total listeners. We own and operate six FM radio stations serving the nation’s top three markets — New York, Los Angeles and Chicago. Additionally, we own and operate seventeen FM and four AM radio stations with strong positions in Phoenix, St. Louis, Austin (we have a 50.1% controlling interest in our radio stations located there), Indianapolis and Terre Haute. We also own and operate a leading portfolio of television stations covering geographically diverse mid-sized markets in the U.S., as well as the large markets of Portland and Orlando. The sixteen television stations we own and operate have a variety of network affiliations, including five with CBS, five with FOX, three with NBC, one with ABC and two with WB. In the fiscal year ended February 29, 2004, we generated net revenues of $591.9 million, net income of $2.3 million and EBITDA of $147.1 million.

       Our focus is on maintaining our leadership position in broadcasting by continuing to enhance the operating performance of our broadcast properties, and by acquiring underdeveloped properties that offer the potential for significant improvements through the application of our operational expertise. We have created top performing radio stations that rank, in terms of primary demographic target audience share, among the top ten stations in the New York, Los Angeles and Chicago radio markets according to the Fall 2003 Arbitron Survey. We believe that this strong large market radio presence and our diversity of station formats make us attractive to a broad base of radio advertisers and reduce our dependence on any one economic sector or specific advertiser. We seek to be the largest local television presence in our television markets by combining network-affiliated programming with leading local news. We have created television stations with a strong local “brand” within the station’s market, allowing viewers and advertisers to identify with the station while building the station’s franchise value. We have generally improved the profitability of our television stations since our acquisition of them by applying the focused research and marketing techniques we utilize successfully in our radio operations and by concentrating our sales efforts locally.

       In addition to our domestic radio and TV broadcasting properties, we operate a news information radio network in Indiana, publish Texas Monthly, Los Angeles, Atlanta, Indianapolis Monthly, Cincinnati and Country Sampler and related magazines, and operate an international radio business. Internationally, we operate nine FM radio stations in the Flanders region of Belgium and have a 59.5% interest in a national top-ranked radio station in Hungary. In May of 2004, we sold our

Our Station Portfolio

       The following tables set forth selected information about our radio and television station portfolios.

Radio Portfolio

       In the following table, “Market Rank by Revenue” is the ranking of the market revenue size of the principal radio market served by the station among all radio markets in the United States. Market revenue and ranking figures are from BIA’s Investing in Radio 2004 (1st Edition). “Ranking in Primary Demographic Target” is the ranking of the station among all radio stations in its market based on the Fall 2003 Arbitron Survey. A “t” indicates the station tied with another station for the stated ranking. “Station Audience Share” represents a percentage generally computed by dividing the average number of persons over age 12 listening to a particular station during specified time periods by the average number of such persons for all stations in the market area as determined by Arbitron.

													Ranking in
			Market						Primary				Primary				Station
			Rank by						Demographic				Demographic				Audience
Station and Market			Revenue				Format		Target Ages				Target				Share
Los Angeles, CA				1
	KPWR-FM						Hip-Hop/R&B			18-34				1				5.1
	KZLA-FM						Country			25-54				12				2.6
New York, NY				2
	WQHT-FM						Hip-Hop			18-34				1				4.7
	WRKS-FM						Classic Soul/Today’s R&B			25-54				3				4.4
	WQCD-FM						Smooth Jazz			25-54				8t				3.5
Chicago, IL				3
	WKQX-FM						Alternative Rock			18-34				6				2.0
Phoenix, AZ				14
	KKFR-FM						Rhythmic CHR			18-34				4				4.0
	KTAR-AM						News/Talk/Sports			35-64				7				4.3
	KKLT-FM						Adult Contemporary			25-54				12				3.0
	KMVP-AM						Sports			25-54				23				1.2
St. Louis, MO				20
	KPNT-FM						Alternative Rock			18-34				1				4.8
	KIHT-FM						Classic Hits			25-54				2t				4.1
	KSHE-FM						Album Oriented Rock			25-54				4t				4.6
	WRDA-FM						New Standards			25-54				15				1.6
	KFTK-FM						Talk			25-54				19				1.5
Indianapolis, IN				31
	WIBC-AM						News/Talk/Sports			35-64				4				6.0
	WNOU-FM						CHR			18-34				5				5.0
	WYXB-FM						Soft Adult Contemporary			25-54				5t				4.6
	WENS-FM						Adult Contemporary			25-54				13t				1.7

													Ranking in
			Market						Primary				Primary				Station
			Rank by						Demographic				Demographic				Audience
Station and Market			Revenue				Format		Target Ages				Target				Share
Austin, TX				37
	KDHT-FM						Rhythmic CHR			18-34				1				5.5
	KLBJ-AM						News/Talk			25-54				3				6.0
	KLBJ-FM						Album Oriented Rock			25-54				4				4.5
	KGSR-FM						Adult Alternative			25-54				5				3.9
	KROX-FM						Alternative Rock			18-34				7t				2.7
	KEYI-FM						Oldies			25-54				10				3.4
Terre Haute, IN				223
	WTHI-FM						Country			25-54				1				20.8
	WWVR-FM						Classic Rock			25-54				3				9.2

Television Portfolio

       In the following table, “DMA Rank” is estimated by the A.C. Nielsen Company (“Nielsen”) as of January 2004. Rankings are based on the relative size of a station’s market among the 210 generally recognized Designated Market Areas (“DMAs”), as defined by Nielsen. “Number of Stations in Market” represents the number of television stations (“Reportable Stations”) designated by Nielsen as “local” to the DMA, excluding public television stations and stations which do not meet minimum Nielsen reporting standards (i.e., a weekly cumulative audience of less than 2.5%) for reporting in the Sunday through Saturday, 9:00 a.m. to midnight time period. “Station Rank” reflects the station’s rank relative to other Reportable Stations based upon the DMA rating as reported by Nielsen from 9:00 a.m. to midnight, Sunday through Saturday during February 2004. A “t” indicates the station tied with another station for the stated ranking. “Station Audience Share” reflects an estimate of the share of DMA households viewing television received by a local commercial station in comparison to other local commercial stations in the market as measured from 9:00 a.m. to midnight, Sunday through Saturday.

												Number of								Station
		Metropolitan		DMA				Affiliation/				Stations				Station				Audience				Affiliation
Television Station		Area Served		Rank				Channel				in Market				Rank				Share				Expiration
WKCF-TV		Orlando, FL			20				WB/18				5				5				5				December 31, 2009
KOIN-TV		Portland, OR			24				CBS/6				6				2				12				September 18, 2006
WVUE-TV		New Orleans, LA			42				Fox/8				6				3				9				March 5, 2006
KRQE-TV		Albuquerque, NM			49				CBS/13				6				2t				10				September 18, 2006
WALA-TV		Mobile, AL/ Pensacola, FL			62				Fox/10				5				4				9				August 24, 2006
WBPG-TV		Mobile, AL/ Pensacola, FL			62				WB/55				5				N/A				2				August 31, 2006
WSAZ-TV		Huntington, WV Charleston, WV			63				NBC/3				4				1				21				January 1, 2009
KSNW-TV		Wichita, KS			67				NBC/3				5				2				14				January 1, 2009
WLUK-TV		Green Bay, WI			68				Fox/11				4				4				9				November 1, 2005
WFTX-TV		Fort Myers, FL			70				Fox/36				5				4				6				N/A
KGUN-TV		Tucson, AZ			71				ABC/9				6				3				12				February 6, 2005
KHON-TV		Honolulu, HI			72				Fox/2				5				1				15				August 2, 2006
KGMB-TV		Honolulu, HI			72				CBS/9				5				2				14				September 18, 2006
KMTV-TV		Omaha, NE			77				CBS/3				5				2				15				September 18, 2006
KSNT-TV		Topeka, KS			137				NBC/27				4				2				13				January 1, 2009
WTHI-TV		Terre Haute, IN			148				CBS/10				3				1				23				December 31, 2005

Business Strategy

       We are committed to maintaining our leadership position in broadcasting, enhancing the performance of our broadcast and publishing properties, and distinguishing ourselves through the quality of our operations. Our strategy is focused on the following operating principles:

	•	Develop Innovative Local Programming. We believe that knowledge of local markets and innovative programming developed to target specific demographic groups are the most important determinants of individual radio and television station success. We conduct extensive market research to identify underserved segments of our markets and to assure that we are meeting the needs of our target audience. Utilizing the research results, we concentrate on providing a focused programming format carefully tailored to the demographics of our markets and our audiences’ preferences. Our local sales force has capitalized on our local presence to increase the percentage of our net revenues from local advertising. Historically, local advertising revenues have been a more stable revenue source for the broadcast industry and we believe local sales will continue to be less susceptible to economic swings than national sales.
	•	Focus Our Sales And Marketing Efforts. We design our local and national sales efforts based on advertiser demand and our programming compared to the competitive formats within each market. We provide our sales force with extensive training and the technology for sophisticated inventory management techniques, which provide frequent price adjustments based on regional and market conditions. Our sales philosophy is to maintain the price integrity of our available inventory. We will accept a lower sell-out percentage in periods of weak advertiser demand instead of cutting price to fill all available inventory. Additional company resources have been allocated to locate, hire, train and retain top sales people. Under the Emmis Sales Assault Plan, a company-wide initiative geared toward attracting and developing sales leaders in the radio, television and magazine industries, we have added and trained scores of sales people in the last two fiscal years, which was incremental to hirings in the normal course of business. As a result, we have significantly increased our share of local television revenues and maintained our share of local radio revenues, despite direct format attacks from competitors in our New York and Chicago markets.
	•	Develop Strong Local Identities For Our Television Stations . We strive to create television stations with a strong local “brand” within the station’s market, allowing viewers and advertisers to identify with the station while building the station’s franchise value. We believe that aggressive promotion and strong local station management, strategies which we have found successful in our radio operations, are critical to the creation of strong local television stations as well. Additionally, we believe that the production and broadcasting of local news and events programming can be an important link to the community and an aid to the station’s efforts to expand its viewership. Local news and events programming can provide access to advertising sources targeted specifically to the local or regional community. We believe that strong local news generates high viewership and results in higher ratings both for programs preceding and following the news.
	•	Pursue Strategic Acquisitions. We have built our portfolio by selectively acquiring underdeveloped media properties in desirable markets at reasonable purchase prices where our experienced management team has been able to enhance value. We have been successful in acquiring these types of media properties and improving their ratings, revenues and cash flow with our marketing focus and innovative programming expertise. We intend to continue to selectively acquire media properties in desirable markets to create value by developing those properties to increase their cash flow. We find underdeveloped properties particularly attractive because they offer greater potential for revenue and cash flow growth through the application of our operational experience.

	•	Encourage A Performance-Based, Entrepreneurial Management Approach. We believe that broadcasting is primarily a local business and that much of its success is the result of the efforts of regional and local management and staff. We have attracted and retained an experienced team of broadcast professionals who understand the viewing and listening preferences, demographics and competitive opportunities of their particular market. Our decentralized approach to station management gives local management oversight of station spending, long-range planning and resource allocation at their individual stations, and rewards all employees based on those stations’ performance. In addition, we encourage our managers and employees to own a stake in the company, with most of our full-time employees having an equity ownership position in Emmis. We believe that our performance-based, entrepreneurial management approach has created a distinctive corporate culture, making Emmis a highly desirable employer in the broadcasting industry and significantly enhancing our ability to attract and retain experienced and highly motivated employees and management.

Recent Developments

       In May of 2004, we sold our controlling interest in Votionis, S.A., which owns and operates two radio stations in Buenos Aires, Argentina, to our minority partners for approximately $7.3 million in cash. The net proceeds from the sale will be used to repay indebtedness outstanding under our credit agreement. We acquired our interest in Votionis in November 1999. In October 2003, we exercised our right to purchase the equity interests of our minority partners. During negotiations with our minority partners, we instead elected to sell our controlling interest. We recorded a loss from discontinued operations of approximately $10.4 million in the fiscal quarter ended February 29, 2004. The Argentine peso substantially devalued relative to the U.S. dollar early in 2002. The loss is primarily attributable to the devaluation of the peso. Historically, Votionis was included in the radio reporting segment.

      Over the last several years, like other broadcasters, we have made investments in the digital spectrum of our television stations. We are currently exploring strategies to monetize this investment. In particular, we recently announced that we are working with other leading broadcasters to explore the pooling of digital spectrum to create a low-cost alternative to cable.

The Issuer

       The exchange notes will be issued by Emmis Operating Company, a wholly-owned, direct subsidiary of Emmis Communications. Emmis Communications is a holding company and conducts substantially all of its business operations through Emmis Operating Company and its subsidiaries.

The Refinancing Transactions

       This offering of the initial notes was part of a refinancing involving Emmis Communications and Emmis Operating Company. Concurrently with the closing of the offering of the initial notes, we entered into a new credit facility (which consisted of a revolving credit facility of $350.0 million and a term loan facility of $675.0 million).

       We used the proceeds from the offering of the initial notes, the borrowings under our new credit facility and cash on hand to:

	•	refinance all of the outstanding indebtedness under our former credit facility;
	•	repurchase or redeem all of Emmis Operating Company’s 8 1/8% Senior Subordinated Notes due 2009;

	•	repurchase $222.3 aggregate accreted value of Emmis Communications’ 12 1/2% Senior Discount Notes due 2011; and
	•	pay transaction fees, tender premiums and expenses related to these transactions.

       On April 14, 2004, we commenced tender offers to repurchase Emmis Operating Company’s 8 1/8% Senior Subordinated Notes and Emmis Communications’ 12 1/2% Senior Discount Notes. We offered a cash purchase price (including a consent payment) of $1,043.13 per $1,000 principal amount plus accrued but unpaid interest for the 8 1/8% Senior Subordinated Notes and $1,007.50 per $1,000 principal amount at maturity for the 12 1/2% Senior Discount Notes. We redeemed 99.5% of the outstanding 12 1/2% Senior Discount Notes ($223.4 million of accreted value at February 29, 2004.) Following the closing of the tender offers, we redeemed any 8 1/8% Senior Subordinated Notes which remained outstanding.

       The offering of the initial notes, the entering into of the new credit facility and the use of net proceeds from the offerings and the initial borrowings under our new credit facility as outlined above are referred to collectively as the “Refinancing Transactions.” The Refinancing Transactions are further described under “Use of Proceeds.” The Refinancing Transactions are expected to result in annual interest expense savings of $28.0 million. A  1/8% variance in interest rates would affect our annual interest expense by $1.2 million.