Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
BERGER WALTER Z
   2. Issuer Name and Ticker or Trading Symbol
EMMIS COMMUNICATIONS CORP [EMMS] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Exec Vice Pres, CFO, Treasurer
(Last)
(First)
(Middle)
40 MONUMENT CIRCLE, SUITE 700		 3. Date of Earliest Transaction (Month/Day/Year)
04/19/2005
(Street)

INDIANAPOLIS, IN 46204		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 04/19/2005   A   50,000 (1) A $ 0 103,331 D  
Class A Common Stock 04/19/2005   A   12,171 A $ 0 115,502 D  
Class A Common Stock 04/19/2005   F   3,719 D $ 0 111,783 D  
Class A Common Stock               127.5174 I By 401(k) Plan
Class A Common Stock               304.7619 I By Section 423 Plan
Class A Common Stock               64.9 I By Profit Sharing Plan

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Opt. Right to Buy $ 16.41             03/04/2004 03/03/2013 Class A Common Stock 50,000   50,000 D  
Employee Stock Opt. Right to Buy $ 18.74             03/01/2006 02/28/2015 Class A Common Stock 25,000   25,000 D  
Employee Stock Opt. Right to Buy $ 22.6875             03/01/2000 02/28/2007 Class A Common Stock 16,000   16,000 D  
Employee Stock Opt. Right to Buy $ 25.53             03/01/2005 02/28/2014 Class A Common Stock 50,000   50,000 D  
Employee Stock Opt. Right to Buy $ 29             03/01/2002 02/28/2011 Class A Common Stock 50,000   50,000 D  
Employee Stock Opt. Right to Buy $ 29.12             03/06/2003 03/05/2012 Class A Common Stock 50,000   50,000 D  
Employee Stock Opt. Right to Buy $ 35.375             03/01/2001 02/28/2010 Class A Common Stock 40,000   40,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BERGER WALTER Z
40 MONUMENT CIRCLE, SUITE 700
INDIANAPOLIS, IN 46204		   X     Exec Vice Pres, CFO, Treasurer  

Signatures

 J. Scott Enright, Attorney in Fact   04/21/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Restricted stock issued pursuant to the Reporting Person's employment agreement. Grant does not vest until expiration of the employment agreement and satisfaction of any conditions outlined therein. Prior to issuance of the restricted stock, this grant should have been reported as phantom stock acquired upon execution of the Reporting Person's employment agreement.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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