SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act Of 1934

EMMIS COMMUNICATIONS CORPORATION

(Name of Subject Company and Filing Person)

Class A Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

291525103

(CUSIP Number of Class of Securities)

J. Scott Enright, Esq.

One Emmis Plaza

40 Monument Circle

Suite 700

Indianapolis, Indiana 46204

(317) 266-0100

Copy to:

James M. Dubin, Esq.

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064

(212) 373-3000

(Name, address and telephone number of person authorized

to receive notices and communications on behalf of the Offeror)

CALCULATION OF FILING FEE

    Check the appropriate boxes below to designate any transaction to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer. o

INTRODUCTION

      This Tender Offer Statement on Schedule TO relates to the offer by Emmis Communications Corporation, an Indiana corporation (“Emmis” or the “Company”), to purchase up to 20,250,000 shares of its Class A common stock, par value $0.01 per share (the “Class A common stock”), at a price not greater than $19.75 nor less than $17.25 per share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 16, 2005 (the “Offer to Purchase”), a copy of which is attached hereto as Exhibit (a)(1)(A) and in the related Letter of Transmittal (the “Letter of Transmittal”), a copy of which is attached hereto as Exhibit (a)(1)(B). This Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Rule 13e6-4(c)(2) of the Securities Exchange Act of 1934.

      The information set forth under “Summary Term Sheet” in the Offer to Purchase is incorporated herein by reference.

      The name of the issuer is Emmis Communications Corporation, an Indiana corporation (the “Company”), and the address of its principal executive office is One Emmis Communications, 40 Monument Circle, Indianapolis, Indiana 46204. The Company’s telephone number is (317) 266-0100.

      This Tender Offer Statement on Schedule TO relates to the offer by the Company to purchase shares of its Class A common stock, $0.01 par value per share. The Company is offering to purchase up to 20,250,000 shares of Class A common stock, or such lesser number of shares as are properly tendered and not properly withdrawn, at a price not greater than $19.75 nor less than $17.25 per share, net to the seller in cash, without interest. The Company’s offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal, which, together with the Offer to Purchase, as amended or supplemented from time to time, constitute the offer.

      The information set forth in the Offer to Purchase under “Summary Term Sheet,” “Introduction,” Section 1 (“Number of Shares; Proration”) and Section 8 (“Price Range of the Shares”) is incorporated herein by reference.

      The Company is also the filing person. The Company’s address and telephone number are set forth in Item 2 above. The information set forth in the Offer to Purchase under Section 11 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.

      The following sections of the Offer to Purchase contain a description of the material terms of the transaction and are incorporated herein by reference:

      The Company’s directors and executive officers have advised the Company that they do not intend to tender any of their shares of Class A common stock in this offer.

      The information set forth in the Offer to Purchase under Section 11 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.

      The information set forth in the Offer to Purchase under Section 2 (“Purpose of the Tender Offer; Certain Effects of the Tender Offer; Litigation; Strategic Alternatives for Our Television Assets; and Other Plans”) is incorporated herein by reference.

      The information set forth in the Offer to Purchase under Section 9 (“Source and Amount of Funds”) is incorporated herein by reference.

      The information set forth in the Offer to Purchase under Section 11 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.

      The information under Section 16 (“Fees and Expenses”) and Section 17 (“Miscellaneous”) is incorporated herein by reference.

      The information set forth in Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2005 and in the Offer to Purchase under Section 10 (“Certain Information Concerning Emmis”) is incorporated herein by reference.

      The information set forth in the Offer to Purchase under Section 11 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”), Section 9 (“Source and Amount of Funds”) and Section 13 (“Legal Matters; Regulatory Approvals”) is incorporated herein by reference. To the knowledge of the Company, no material legal proceedings relating to the tender offer are pending.

SIGNATURE

      After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: May 16, 2005

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