ITEM 5.05. Amendment to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics.
On May 13, 2009, the Board of Directors of Emmis Communications Corporation amended its Securities Trading Policy, which is incorporated into the Company's Code of Ethics. In addition to certain other technical changes, the amendment permits any officer, director or employee who is in possession of material non-public information to effect private purchase and sale transactions involving Company securities with other officers, directors or employees who also have access to the same non-public information. Consistent with United States securities laws, the Securities Trading Policy continues to prohibit open market and other purchases and sales of Company securities (other than pursuant to a valid pre-arranged trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934) when the buying or selling officer, director or employee is in possession of material non-public information. 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: May 15, 2009 By: /s/ J. Scott Enright J. Scott Enright, Executive Vice President, General Counsel and Secretary