Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064

May 27, 2010

BY EDGAR

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Emmis Communications Corporation
Preliminary Proxy Statement/Offer to Exchange on Schedule 14A

Ladies and Gentlemen:

     On behalf of our client, Emmis Communications Corporation, a corporation organized under the laws of Indiana (“Emmis”), we are transmitting for filing with the Securities and Exchange Commission in electronic form a preliminary proxy statement/offer to exchange on Schedule 14A (the “Proxy Statement/Offer to Exchange”) in connection with a special meeting of shareholders of Emmis and an offer by Emmis to issue an aggregate of $84,275,100 principal amount of new 12% PIK Senior Subordinated Notes due 2017 in exchange for all of the outstanding 6.25% Series A Cumulative Convertible Preferred Stock, par value $0.01 per share, in an offering exempt from registration under the Securities Act of 1933 pursuant to Section 3(a)(9) of that Act. The Proxy Statement/Offer to Exchange is being filed simultaneously under a Statement on Schedule TO/13E-3.

     Should you have any questions regarding the Proxy Statement/ Offer to Exchange, please feel free to contact me at (212) 373-3052.

Very truly yours,
 

/s/ Lawrence G. Wee  

 
Lawrence G. Wee 

cc: Jeffery H. Smulyan
J. Scott Enright
                Emmis Communications Corporation