8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

Date of Report (date of earliest event reported): November 22, 2006

EMMIS COMMUNICATIONS CORPORATION

(Exact name of registrant as specified in its charter)

INDIANA
(State of incorporation or organization) 0-23264
(Commission file number) 35-1542018
(I.R.S. Employer
Identification No.)

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

(317) 266-0100
(Registrant’s Telephone Number, including Area Code)

NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.03. Material Modification to Rights of Security Holders.

     In connection with the payment of a special $4 per share dividend on the common stock of Emmis Communications Corporation (the “Corporation”) on November 22, 2006, the Conversion Price (as defined in the Corporation’s Second Amended and Restated Articles of Incorporation, as amended (the “Articles”)) of the Corporation’s 6.25% Series A Cumulative Convertible Preferred Stock (the “Preferred Stock”) was adjusted from $30.10 per share to $20.495 per share. This adjustment was effected pursuant to the formula in the Articles and results in a change in the conversion ratio from 1.66 to 2.44. A copy of an Officer’s Certificate is attached hereto as Exhibit 99.1.

Item 8.01. Other events.

                   The information set forth under Item 3.03 above is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

EXHIBIT NUMBER	DESCRIPTION
99.1	Officer’s Certificate dated November 27, 2006.

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: November 28, 2006	By:	/s/ J. Scott Enright
		J. Scott Enright, Senior Vice President,
		Associate General Counsel and Secretary

2

EX-99.1

Exhibit 99.1

EMMIS COMMUNICATIONS CORPORATION

OFFICER’S CERTIFICATE

     J. Scott Enright, Senior Vice President, Associate General Counsel and Secretary of Emmis Communications Corporation, an Indiana corporation (the “Corporation”), in accordance with Article 9(e) of Exhibit A to the Corporation’s Second Amended and Restated Articles of Incorporation, as amended (the “Articles”), does hereby certify in the name of and on behalf of the Corporation, and not in any personal capacity, as follows (capitalized terms used and not otherwise defined herein shall have the meaning ascribed to those terms in the Articles):

     1. On November 2, 2006, the Board of Directors of the Corporation declared a $4 dividend (the “Special Dividend”) on each share of the Corporation’s Common Stock. The Special Dividend was paid on November 22, 2006 to shareholders of record on November 12, 2006 (the “Record Date”). Because the Special Dividend exceeded 15% of the Corporation’s Market Capitalization, an adjustment to the Conversion Price is required pursuant to Section 9(c)(v)(A) of Exhibit A to the Articles.

     2. Nasdaq Stock Market, Inc. records indicated that the following are the closing prices per share of the Class A Common Stock for each of the ten trading days immediately preceding the Record Date, yielding an average closing price of $12.535 per share:

Trading	Closing
Date	Price
10/30/2006	$	12.60
10/31/2006	$	12.34
11/1/2006	$	12.02
11/2/2006	$	12.19
11/3/2006	$	12.44
11/6/2006	$	12.51
11/7/2006	$	12.49
11/8/2006	$	12.94
11/9/2006	$	12.82
11/10/2006	$	13.00
Average	$	12.535

     3. The Conversion Price in effect immediately preceding the Special Dividend was $30.10 per share of Preferred Stock.

     4. Pursuant to Section 9(c)(v), the new Conversion Price is $20.495 per share of Preferred Stock ($20.495= $30.10/($12.535/($12.535-$4.00)).

[Signature Page to Follow]

     IN WITNESS WHEREOF, each of the undersigned hereby certifies that the above is true and correct as of this 27th day of November, 2006.

EMMIS COMMUNICATIONS CORPORATION
By:	/s/ J. Scott Enright
	Name:	J. Scott Enright
	Title:	Senior Vice President, Associate General Counsel and Secretary