Sec Form 4 Filing - BONGARTEN RANDALL D @ EMMIS COMMUNICATIONS CORP - 2006-01-09

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 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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1. Name and Address of Reporting Person BONGARTEN RANDALL D 2. Issuer Name and Ticker or Trading Symbol EMMIS COMMUNICATIONS CORP [ EMMS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) T.V. Division President (Last) (First) (Middle) 40 MONUMENT CIRCLE, SUITE 700 3. Date of Earliest Transaction (MM/DD/YY) 01/09/2006 (Street) INDIANAPOLIS46204 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/09/2006 M 3,484 A $ 0 64,611 D Class A Common Stock 01/09/2006 F 1,533 D $ 0 63,078 D Class A Common Stock 01/10/2006( 1 ) D 1,951 D $ 18.43 61,127 D Class A Common Stock 331.1 I By Profit Sharing Plan

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Phantom Stock $ 0 01/09/2006 M 3,484 ( 2 ) ( 3 ) ( 3 ) Class A Common Stock 3,484 $ 0 50,000 D Employee Stock Option Right To Buy $ 35.375 03/01/2001 02/28/2010 Class A Common Stock 15,000 15,000 D Employee Stock Option Right To Buy $ 29 03/01/2002 02/28/2011 Class A Common Stock 50,000 50,000 D Employee Stock Option Right To Buy $ 25.53 03/01/2005 02/28/2014 Class A Common Stock 50,000 50,000 D Employee Stock Option Right To Buy $ 18.74 03/01/2006 02/28/2015 Class A Common Stock 25,000 25,000 D Employee Stock Option Right To Buy $ 16.41 03/04/2004 03/03/2013 Class A Common Stock 50,000 50,000 D Employee Stock Option Right To Buy $ 29.12 03/06/2003 03/05/2012 Class A Common Stock 50,000 50,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BONGARTEN RANDALL D 40 MONUMENT CIRCLE SUITE 700 INDIANAPOLIS46204 T.V. Division President Signatures J. Scott Enright 01/11/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The transaction was effected pursuant to a Stock Sale Agreement established in accordance with Rule 10b5-1. ( 2 )Phantom stock converted into shares of Class A Common Stock upon issuance pursuant to the 2005 Stock Compensation Program. ( 3 )Shares listed are based on a percentage of the named executive's estimated cash compensation, excluding bonus, during calendar year 2005. Since the number of shares awarded in January 2006 is to be based upon the executive's actual cash compensation, excluding bonus, during the calendar year 2005, the number of shares actually awarded in January 2006 may vary. The Phantom Stock will expire upon issuance of Class A Common Stock in January 2006.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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