UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

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): July 28, 2004

SAGA COMMUNICATIONS, INC.

Registrant’s telephone number, including area code: (313) 886-7070

Item 9. Regulation FD Disclosure.

     On July 28, 2004, Saga Communications, Inc. issued a press release announcing its results of operations for the three and six months ended June 30, 2004, which also contained projections for fiscal year 2004. The press release, dated July 28, 2004, is attached as Exhibit 99.1 to this Form 8-K.

     Certain statements made in the press release that are not historical facts, including those regarding the Company’s future plans, objectives and expected performance, are “forward-looking statements” within the meaning of the federal securities laws. These forward-looking statements represent our outlook only as of the date of the press release. While we believe any forward-looking statements we have made are reasonable, actual results could differ materially since the statements were based on our current expectations and are subject to risks and uncertainties. These risks and uncertainties are discussed in the Company’s reports filed with the Securities and Exchange Commission. You should refer to and consider these factors when relying on such forward-looking information. The Company does not undertake, and expressly disclaims any obligation, to update or alter its forward-looking statements whether as a result of new information, future events or otherwise.

Item 12. Results of Operations and Financial Condition.

     On July 28, 2004, Saga Communications, Inc. issued a press release announcing its results of operations for the three and six months ended June 30, 2004. The press release, dated July 28, 2004, is attached as Exhibit 99.1 to this Form 8-K.

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.

2

EXHIBIT INDEX

EXHIBIT 99.1

Saga Communications, Inc.
Reports 2nd Quarter 2004 Results

Contact:
Samuel D. Bush
313/886-7070

Grosse Pointe Farms, MI – July 28, 2004 – Saga Communications, Inc. (NYSE-SGA) today reported net income of $4.9 million ($.23 per fully diluted share) for the quarter ended June 30, 2004 compared to $4.2 million ($.20 per fully diluted share) for 2003. For the quarter ended June 30, 2004, net operating revenue increased 10.5% over the comparable period in 2003 to approximately $35.1 million. Operating income increased 19.8% to approximately $9.1 million. Station operating income (net operating revenue less station operating expense) increased 16.2% to approximately $13.1 million for the quarter. On a same station basis for the quarter, net operating revenue increased 5.0% to approximately $33.4 million, operating income increased 17.4% to $8.9 million and station operating income (net operating revenue less station operating expense) increased 13.2% to approximately $12.8 million.

For the six months ended June 30, 2004 net income was $7.4 million ($.35 per fully diluted share) compared to $5.9 million ($.28 per fully diluted share) for 2003. For the six months ended June 30, 2004, net operating revenue increased 11.0% over the comparable period in 2003 to approximately $64.3 million. Operating income increased 21.0% to approximately $14.4 million. Station operating income (net operating revenue less station operating expense) increased 16.9% to approximately $21.8 million for the period. On a same station basis for the period, net operating revenue increased 6.2% to approximately $61.5 million, operating income increased 18.3% to $14.1 million and station operating income (net operating revenue less station operating expense) increased 14.1% to approximately $21.3 million.

Capital expenditures in the second quarter of 2004 were approximately $1.9 million with approximately $0.6 million being spent as a result of acquisitions. For the six months ended June 30, 2004, capital expenditures were approximately $4.3 million with $1.5 million being spent as a result of acquisitions. For the year ending December 31, 2004, total capital expenditures are expected to approximate $8.5 — $9.0 million with approximately $4.0 – $4.5 million being spent as a result of acquisitions.

The attached Selected Supplemental Financial Data table discloses “as reported,” “same station” and “pro forma” information by segment. The “as reported” amounts reflect our historical financial results and include the results of operations for stations that we did not own for the entire comparable period. The “same station” amounts reflect only the results of operations for stations that we owned for the entire comparable period. The “pro forma” amounts assume the 2004 and 2003 acquisitions and dispositions occurred as of January 1, 2003.

Saga expects net revenue to be between $34.0 and $34.5 million and station operating expenses to be between $21.2 and $21.5 million on a pro forma basis for the third quarter of 2004. The guidance being provided is based on the economic and market conditions as of July 28, 2004. The Company can give no assurances as to whether these conditions will continue, or if they change, how such changes may affect the Company’s current expectations. While Saga may from time to time issue updated guidance, it assumes no obligation to do so.

Saga Communications utilizes certain financial measures that are not calculated in accordance with generally accepted accounting principles (GAAP) to access its financial performance. Such non-GAAP measures include station operating income, same station financial information, pro forma station operating income and free cash flow. These non-GAAP measures are generally recognized by the broadcasting industry as measures of performance and are used by Saga to assess its financial performance including but not limited to evaluating individual station and market-level performance, evaluating overall operations and as a primary measure for incentive based compensation of executives and other members of management. Saga’s management believes these non-GAAP measures are used by analysts who report on the industry and by investors to provide meaningful comparisons between broadcasting groups, as well as an indicator of their market value. These measures are not measures of liquidity or of performance in accordance with GAAP, and should be viewed as a supplement to and not as a substitute for the results of operations presented on a GAAP basis including net operating revenue, operating income, and net income. Reconciliations for all of the non-GAAP financial measures to the most directly comparable GAAP measure are attached in the Selected Financial Data Non-GAAP Disclosures tables.

Saga Communications, Inc. is a broadcasting company whose business is devoted to acquiring, developing and operating broadcast properties. The company owns or operates broadcast properties in 24 markets, including 53 FM and 27 AM radio stations, 3 state radio networks, 2 farm radio networks, 5 television stations and 3 low power television stations. Additionally, Saga has entered into agreements to acquire an AM and FM serving the Asheville, NC radio market and 2 FMs and 2 AMs serving the Ithaca NY radio market. For additional information contact us at 313/886-7070 or visit our website at www.sagacommunications.com.

Saga’s first quarter results conference call will be on Wednesday, July 28 at 3:00PM EDT. The dial in number for domestic calls is 888/273-9890. For international callers the number is 612/332-0820. The call can be replayed for 7 days by calling domestically 800/475-6701 or internationally 320/365-3844 and referring to access code 737564. Thereafter, a transcript of the call will be available on our website.

This press release contains certain forward-looking statements that are based upon current expectations and involve certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words such as “believes”, “expects”, “anticipates”, “guidance” and similar expressions are intended to identify forward-looking statements. Key risks, including risks associated with Saga’s ability to effectively integrate the stations it acquires and the impact of federal regulation on Saga’s business, are described in the reports Saga Communications, Inc. periodically files with the U.S. Securities and Exchange Commission. Readers should note that these statements may be impacted by several factors, including national and local economic changes and changes in the radio and television broadcast industry in general, as well as Saga’s actual performance. Results may vary from those stated herein and Saga undertakes no obligation to update the information contained here.

Saga Communications, Inc.
Selected Consolidated Financial Data
For The Three and Six Month Periods
Ended June 30, 2004 and 2003
(amounts in 000’s except per share data)

Saga Communications, Inc.
Selected Supplemental Financial Data
For the Three Months Ended
June 30, 2004 and 2003
(amounts in 000’s except per share data)
(Unaudited)

Saga Communications, Inc.
Selected Supplemental Financial Data
For the Six Months Ended
June 30, 2004 and 2003
(amounts in 000’s except per share data)
(Unaudited)

Saga Communications, Inc.
Selected Supplemental Financial Data
Quarterly Proforma Information
June 30, 2004 and 2003
(amounts in 000’s except per share data)
(Unaudited)

Saga Communications, Inc.
Selected Financial Data Non-GAAP Disclosures
For the Three Months Ended
June 30, 2004 and 2003
(Unaudited)

Reconciliation of Station Operating Income to GAAP Operating Income

Saga Communications, Inc.
Selected Financial Data Non-GAAP Disclosures
For the Six Months Ended
June 30, 2004 and 2003
(Unaudited)

Reconciliation of Station Operating Income to GAAP Operating Income

Saga Communications, Inc.
Selected Financial Data Non-GAAP Disclosures
For the Three Months Ended
June 30, 2004 and 2003
(Unaudited)

Reconciliation of Pro Forma Station Operating Income to GAAP Pro Forma Operating Income