8-K

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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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): October 20, 2006


                        EMMIS COMMUNICATIONS CORPORATION
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             (Exact Name of Registrant as Specified in Its Charter)


                                     INDIANA
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                 (State or Other Jurisdiction of Incorporation)


              0-23264                                     35-1542018
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     (Commission File Number)                 (IRS Employer Identification No.)


   ONE EMMIS PLAZA, 40 MONUMENT CIRCLE,
    SUITE 700, INDIANAPOLIS, INDIANA                         46204
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 (Address of Principal Executive Offices)                  (Zip Code)


                                  317-266-0100
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              (Registrant's Telephone Number, Including Area Code)


                                 NOT APPLICABLE
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          (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):

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

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

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

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

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ITEM 8.01    OTHER EVENTS

             On October 20, 2006, Emmis  Communications  Corporation issued the
Press  Release  attached  hereto as  Exhibit  99.1,  which is  incorporated  by
reference into this filing.



ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS

       (d)   Exhibits

             EXHIBIT
             NUMBER       DESCRIPTION
             -------      -----------
              99.1        Press release dated October 20, 2006.




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                                  SIGNATURES

         Pursuant to the  requirements of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.


                                   EMMIS COMMUNICATIONS CORPORATION



Date:  October 20, 2006            By: /s/ J. Scott Enright
                                       ----------------------------------------
                                       J. Scott Enright, Senior Vice President,
                                       Associate General Counsel and Secretary




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EX-99

                                                                  EXHIBIT 99.1

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[LOGO - EMMIS COMMUNICATIONS]
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For Immediate Release                                                 Contacts:
Friday, Oct. 20, 2006                                  Patrick Walsh, EVP & CFO
                                      Kate Snedeker, Media & Investor Relations
                                                                   317.266.0100

           EMMIS COMPLETES CASH TENDER OFFER AND CONSENT SOLICITATION
                FOR OUTSTANDING 6-7/8% SENIOR SUBORDINATED NOTES
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Indianapolis... Emmis Communications Corporation (NASDAQ: EMMS) announced today
that its subsidiary, Emmis Operating Company (the "Company"), has completed its
previously  announced offer to purchase,  at par value,  all of the outstanding
6-7/8% Senior  Subordinated  Notes due 2012 (the "Notes")  pursuant to an asset
sale offer  required  under the Indenture  governing the Notes for a portion of
the Notes (the  "Asset Sale  Offer") and a tender  offer for the balance of the
Notes that is combined  with a consent  solicitation  (the "Tender  Offer," and
together with the Asset Sale Offer, the "Offers").

The Offers expired at midnight EDT on Thursday,  Oct. 19, 2006, with $7,449,000
in aggregate  principal  amount of notes  (approximately  1.99% of  outstanding
notes)  tendered and  accepted  for purchase  under the terms of the asset sale
offer  and  with   $367,433,000   in  aggregate   principal   amount  of  notes
(approximately  97.98% of outstanding notes) tendered and accepted for purchase
under the terms of the tender  offer.  As  described  in the Notice of Offer to
Purchase and Consent  Solicitation  Statement dated Sept. 21, 2006, as a result
of the tender of more than 50% of the outstanding  Notes into the Tender Offer,
the  holders of notes were  deemed to consent to  amendments  to the  Indenture
governing the Notes. The Company expects to enter into a Supplemental Indenture
to effect those amendments as soon as practicable.

This press release does not constitute an offer to purchase,  a solicitation of
an offer to purchase or a  solicitation  of consents with respect to the Notes.
The  Offers  and  Consent  Solicitation  were  made  solely  by the  terms  and
conditions   set  forth  in  the  Notice  of  Offer  to  Purchase  and  Consent
Solicitation Statement dated Sept. 21, 2006. Banc of America Securities LLC and
Deutsche Bank Securities served as the dealer managers for the Offers.

EMMIS COMMUNICATIONS -- GREAT MEDIA, GREAT PEOPLE, GREAT SERVICE(R)
Emmis is an Indianapolis-based  diversified media firm with radio broadcasting,
television  broadcasting and magazine publishing  operations.  Emmis owns 21 FM
and 2 AM domestic radio stations  serving the nation's  largest  markets of New
York, Los Angeles and Chicago, as well as St. Louis,  Austin,  Indianapolis and
Terre Haute,  Ind. Emmis owns a radio network,  international  radio  stations,
regional  and  specialty  magazines,  an  interactive  business  and  ancillary
businesses in broadcast  sales. In May 2005, Emmis announced its intent to seek
strategic alternatives for its 16 television stations, and has sold 14 of them.
On Sept.  18, 2006 the Company  announced  its intent to declare a special cash
dividend  of $4 per share  payable  pro rata to all  holders  of the  Company's
common stock subject to certain conditions.

Note: Certain  statements  included in this release 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.  Such  statements



involve known and unknown risks, uncertainties and other factors that may cause
the actual  results,  performance  or  achievements  of Emmis to be  materially
different  from any future  result,  performance  or  achievement  expressed or
implied by such forward-looking statement. Such factors include, among others:


     o   material  adverse  changes in  economic  conditions  in the markets of
         Emmis;

     o   the ability of Emmis'  stations  and  magazines  to attract and retain
         advertisers;

     o   loss of key personnel;

     o   the ability of Emmis' stations to attract quality  programming and its
         magazines to attract good editors, writers and photographers;

     o   uncertainty  as to the  ability  of Emmis'  stations  to  increase  or
         sustain  audience  share for their  programs  and Emmis'  magazines to
         increase or sustain subscriber demand;

     o   competition from other media and the impact of significant competition
         for advertising revenues from other media;

     o   future  regulatory  actions and  conditions in the operating  areas of
         Emmis;

     o   the necessity for additional  capital  expenditures and whether Emmis'
         programming  and  other  expenses  increase  at  a  rate  faster  than
         expected;

     o   increasingly  hostile  reaction  of various  individuals  and  groups,
         including the government,  to certain  content  broadcast on radio and
         television stations in the United States;

     o   financial  community and rating agency perceptions of Emmis' business,
         operations  and  financial  condition  and the  industry  in  which it
         operates;

     o   the effects of terrorist attacks, political instability, war and other
         significant events;

     o   rapid changes in technology and standards in Emmis' industry;

     o   whether  pending  transactions,  if  any,  or any of the  transactions
         described above are completed on the terms and at the times set forth,
         if at all; and

     o   other risks and uncertainties  inherent in the radio  broadcasting and
         magazine publishing businesses.

Emmis  does not  undertake  any  obligation  to  publicly  update or revise any
forward-looking  statements  because  of  new  information,  future  events  or
otherwise.

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