Exhibit Index begins
                                                on page 11

                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.   20549

                            FORM 10-K
(Mark One)

 X   Annual report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934 [No Fee Required] for the fiscal year ended
     December 29, 1996 or
___  Transition report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934 [No Fee Required] for the transition period
     from ______________ to _____________.

Commission file number         1-6961

                        GANNETT CO., INC.
      (Exact name of registrant as specified in its charter)

          Delaware                           16-0442930
(State or other jurisdiction of   (I.R.S. Employer Identification No.)
 incorporation or organization)

1100 Wilson Boulevard, Arlington, Virginia        22234
(Address of principal executive offices)       (Zip Code)

(Registrant's telephone number, including area code)  (703) 284-6000

Securities registered pursuant to
Section 12(b) of the Act:
                                      Name of each exchange
Title of each class                   on which registered

Common Stock, Par Value $1.00         New York Stock Exchange

Securities registered pursuant
to Section 12(g) of the Act:

               None
         (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.  Yes X   No __


                                    -1-

<PAGE>

   Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.  [  X   ]

   The aggregate market value of the voting stock held by non-affiliates
of the registrant as of March 14, 1997 was in excess of $11,875,782,398.

   The number of shares outstanding of the registrant's Common Stock,
Par Value $1.00, as of March 14, 1997 was 141,492,862.

Documents incorporated by reference.

   (1) Portions of the registrant's Annual Report to Shareholders
for the fiscal year ended December 29, 1996 in Parts I, II and III.

   (2) Portions of the registrant's Proxy Statement issued in connection
with its Annual Meeting of Shareholders to be held on May 6, 1997.


                                    -2-


<PAGE>

                       CROSS REFERENCE SHEET

     The information required in Parts I, II and III of the Form 10-K
is incorporated by reference to sections of the Company's 1996 Annual
Report to Shareholders ("Annual Report") and its definitive Proxy Statement
for the Annual Meeting of Shareholders to be held May 6, 1997 ("Proxy
Statement") as described below:


Part I


Item 1.   Business.                Form 10-K Information (Annual Report
                                   pp. 53-62); Note 10 - Business Segment
                                   Information (Annual Report p. 48).


Item 2.   Properties.              Properties (Annual Report pp. 57, 58, 60,
                                   and 61); Corporate Facilities (Annual
                                   Report p. 62); Markets We Serve (Annual
                                   Report pp. 68-72).


Item 3.   Legal Proceedings.       Note 9 - Commitments, Contingent
                                   Liabilities and Other Matters (Annual
                                   Report p. 47); Regulation (Annual
                                   Report pp. 57-58, 58-59, 60-61).


Item 4.   Submission of Matters    Not Applicable.
          to a Vote of Security
          Holders.


Part II


Item 5.   Market for Registrant's  Gannett Shareholder Services (Annual
          Common Equity and        Report, p. 73); Company
          Related Stockholder      Profile (Annual Report, p. 1);
          Matters                  Gannett Common Stock Prices (Annual
                                   Report p. 23); Dividends (Annual Report
                                   p. 33).


Item 6.   Selected Financial       Eleven-Year Summary and Notes to
          Data.                    Eleven-Year Summary (Annual Report
                                   pp. 50-52).


Item 7.   Management's Discussion  Management's Discussion and Analysis
          and Analysis of          of Results of Operations and Financial
          Financial Condition and  Position (Annual Report pp. 24-33).
          Results of Operations.


Item 8.   Financial Statements     Consolidated Financial Statements and
          and Supplementary Data.  Notes to Consolidated Financial State-
                                   ments (Annual Report pp. 34-48).
                                   Effects of inflation and changing prices
                                   (Annual Report p. 33);  Quarterly
                                   Statements of Income (Annual Report
                                   pp. 64-65).


Item 9.   Changes in and           None.
          Disagreements with
          Accountants on Account-
          ing and Financial
          Disclosure.

                                    -3-


<PAGE>


Part III


Item 10.  Directors and Executive        Executive Officers of the
          Officers of the Registrant.    Company are listed below:

          Denise H. Bannister - Group President, Gannett Gulf Coast Newspaper
             Group, and President and Publisher, Pensacola News Journal.
          Sara M. Bentley - Group President, Gannett Northwest Newspaper
             Group, and President and Publisher, Statesman Journal.
          Michael C. Burrus - President, Multimedia Cablevision, Inc.
             and Multimedia Security Service, Inc.
          Thomas L. Chapple - Senior Vice President, General Counsel,
             and Secretary.
          Richard L. Clapp - Senior Vice President, Personnel.
          Susan Clark-Johnson - Senior Group President, Gannett Pacific
             Newspaper Group, and President and Publisher, Reno (Nev.)
             Gazette-Journal.
          Michael J. Coleman - Senior Group President, Gannett South Newspaper
             Group, and President and Publisher, FLORIDA TODAY at Brevard
             County.
          John J. Curley - Chairman, President, and Chief Executive Officer.
          Thomas Curley - President and Publisher, USA TODAY.
          Philip R. Currie - Senior Vice President, News, Gannett Newspaper
             Division.
          Millicent A. Feller - Senior Vice President, Public Affairs
             and Government Relations.
          Lawrence P. Gasho - Vice President, Financial Analysis.
          George R. Gavagan - Vice President, Corporate Accounting Services.
          John B. Jaske - Senior Vice President, Labor Relations and
             Assistant General Counsel.
          Gracia C. Martore - Vice President, Treasury Services and
             Investor Relations.
          Douglas H. McCorkindale - Vice Chairman, and Chief Financial
             and Administrative Officer.
          Bern Mebane - Senior Group President, Gannett Piedmont
             Newspaper Group.
          Larry F. Miller - Senior Vice President, Financial Planning,
             and Controller.
          W. Curtis Riddle - Senior Group President, Gannett East Newspaper
             Group, and President and Publisher, Wilmington (Delaware)
             News Journal.
          Carleton F. Rosenburgh - Senior Vice President, Gannett
             Newspaper Division.
          Gary F. Sherlock - Group President, Gannett Atlantic Newspaper
             Group, and President and Publisher, Gannett Suburban Newspapers.
          Mary P. Stier - Group President, Gannett Midwest Newspaper Group,
             and President and Publisher, Rockford Register Star.
          Jimmy L. Thomas - Senior Vice President, Financial Services and
             Treasurer.
          Cecil L. Walker - President and Chief Executive Officer, Gannett
             Broadcasting.
          Gary L. Watson - President, Gannett Newspaper Division.

                                    -4-


<PAGE>


          Information concerning the Executive Officers of the Company is
          included in the Annual Report on pages 18 through 20.  Information
          concerning the Board of Directors of the Company is incorporated
          by reference to the Company's Proxy Statement pursuant to General
          Instruction G(3) to Form 10-K.



Item 11.  Executive Compensation.        Incorporated by reference to
                                         the Company's Proxy Statement
                                         pursuant to General
                                         Instruction G(3) to Form 10-K.


Item 12.  Security Ownership of Certain  Incorporated by reference to the
          Beneficial Owners and          Company's Proxy Statement pursuant to
          Management.                    General Instruction G(3) to Form 10-K.


Item 13.  Certain Relationships and      Incorporated by reference to the
          Related Transactions.          Company's Proxy Statement pursuant to
                                         General Instruction G(3) to Form 10-K.

                                    -5-


<PAGE>


Part IV


Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

          (a)  Financial Statements, Financial Statement Schedules and Exhibits.

               (1)  Financial Statements.

               The following financial statements of the Company and the
               accountants' report thereon are included on pages 34 through 49
               of the Company's 1996 Annual Report to Shareholders and are
               incorporated herein by reference:

                  Consolidated Balance Sheets as of December 29, 1996 and
                  December 31, 1995.

                  Consolidated Statements of Income - Fiscal Years Ended
                  December 29, 1996, December 31, 1995, and December 25, 1994.

                  Consolidated Statements of Cash Flows - Fiscal Years Ended
                  December 29, 1996, December 31, 1995, and December 25, 1994.

                  Consolidated Statements of Changes in Shareholders' Equity -
                  Fiscal Years Ended December 29, 1996, December 31, 1995, and
                  December 25, 1994.

                  Notes to Consolidated Financial Statements.

                  Report of Independent Accountants.

                                    -6-


<PAGE>

               (2)  Financial Statement Schedules.

               The following financial statement schedules are incorporated by
               reference to "Schedules to Form 10-K Information" appearing on
               pages 66 through 67 of the Company's 1996 Annual Report to
               Shareholders:

                  Schedule V - Property, Plant and Equipment.

                  Schedule VI - Accumulated Depreciation and Amortization of
                  Property, Plant and Equipment.

                  Schedule VIII - Valuation and Qualifying Accounts.

                  Schedule X - Supplementary Income Statement Information.

                  The Report of Independent Accountants on Financial Statement
                  Schedules appears on page 8 of this Annual Report on
                  Form 10-K.

                  Note: Financial statements of the registrant are omitted
                  as the registrant is primarily an operating company and the
                  aggregate of the minority interest in and the debt of
                  consolidated subsidiaries is not material in relation to
                  total consolidated assets.  All other schedules are omitted
                  as the required information is not applicable or the
                  information is presented in the consolidated financial
                  statements or related notes.

               (3)  Pro Forma Financial Information.

               Not Applicable.

               (4)   Exhibits.

               See Exhibit Index for list of exhibits filed with this Annual
               Report on Form 10-K.  Management contracts and compensatory
               plans or arrangements are identified with asterisks on the
               Exhibit Index.

          (b)  Reports on Form 8-K.

               None.

                                    -7-


<PAGE>


               REPORT OF INDEPENDENT ACCOUNTANTS ON
                  FINANCIAL STATEMENT SCHEDULES



To the Board of Directors and Shareholders
of Gannett Co., Inc.


Our audits of the consolidated financial statements referred to
in our report dated February 4, 1997 appearing on page 49 of the
1996 Annual Report to Shareholders of Gannett Co., Inc. (which
report and consolidated financial statements are incorporated by
reference in this Annual Report on Form 10-K) also included an
audit of the Financial Statement Schedules listed in Item 14(a)
of this Form 10-K.  In our opinion, these Financial Statement
Schedules present fairly, in all material respects, the information
set forth therein when read in conjunction with the related consolidated
financial statements.


/s/ Price Waterhouse LLP
________________________________
PRICE WATERHOUSE LLP


Washington, D.C.
February 4, 1997


                                    -8-





                              SIGNATURES


     Pursuant to the requirements of Section 13 or 15(d) 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.

Dated: February 25, 1997        GANNETT CO., INC. (Registrant)



                                By /s/Douglas H. McCorkindale
                                   ------------------------------
                                   Douglas H. McCorkindale,
                                   Vice Chairman, and Chief Financial and
                                   Administrative Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the registrant in the capacities and on the dates indicated.

Dated: February 25, 1997           /s/John J. Curley
                                   ------------------------------
                                   John J. Curley,
                                   Director, and Chairman, President and
                                   Chief Executive Officer


Dated: February 25, 1997           /s/Douglas H. McCorkindale
                                   ------------------------------
                                   Douglas H. McCorkindale,
                                   Director, and Vice Chairman, and Chief
                                   Financial and Administrative Officer


Dated: February 25, 1997           /s/Larry F. Miller
                                   ------------------------------
                                   Larry F. Miller,
                                   Senior Vice President, Financial Planning,
                                   and Controller


Dated: February 25, 1997           /s/Andrew F. Brimmer
                                   ------------------------------
                                   Andrew F. Brimmer, Director


Dated: February 25, 1997           /s/Meredith A. Brokaw
                                   ------------------------------
                                   Meredith A. Brokaw, Director


                                    -9-


<PAGE>


Dated: February 25, 1997           /s/Rosalynn Carter
                                   ------------------------------
                                   Rosalynn Carter, Director


Dated: February 25, 1997           /s/Peter B. Clark
                                   ------------------------------
                                   Peter B. Clark, Director


Dated: February 25, 1997           /s/Stuart T.K. Ho
                                   ------------------------------
                                   Stuart T.K. Ho, Director


Dated: February 25, 1997           /s/Drew Lewis
                                   ------------------------------
                                   Drew Lewis, Director


Dated: February 25, 1997           /s/Josephine P. Louis
                                   ------------------------------
                                   Josephine P. Louis, Director


Dated: February 25, 1997           /s/Rollan D. Melton
                                   ------------------------------
                                   Rollan D. Melton, Director


Dated: February 25, 1997           /s/Thomas A. Reynolds, Jr.
                                   ------------------------------
                                   Thomas A. Reynolds, Jr., Director


Dated: February 25, 1997           /s/Dolores D. Wharton
                                   ------------------------------
                                   Dolores D. Wharton, Director



                                    -10-


<PAGE>



                          EXHIBIT INDEX

Exhibit
Number  Exhibit                          Location

3-1     Second Restated Certificate      Incorporated by reference to Exhibit
        of Incorporation of Gannett Co., 3-1 to Gannett Co., Inc's Form 10-K
        Inc.                             for the fiscal year ended December 26,
                                         1993 ("1993 Form 10-K").

        Amendment to Restated            Incorporated by reference to Exhibit
        Certificate of Incorporation.    3-1 to the 1993 Form 10-K.

3-2     Amended By-laws of Gannett       Attached.
        Co., Inc.

4-1     $1,000,000,000 Revolving         Incorporated by reference to Exhibit
        Credit Agreement among           4-1 to the 1993 Form 10-K.
        Gannett Co., Inc. and the
        Banks named therein.

4-2     Amendment Number One             Incorporated by reference to Exhibit
        to $1,000,000,000 Revolving      4-2 to Gannett Co., Inc.'s Form 10-Q
        Credit Agreement among           for the fiscal quarter ended June 26,
        Gannett Co., Inc. and the        1994.
        Banks named therein.

4-3     Amendment Number Two to          Incorporated by reference to Exhibit
        $1,500,000,000 Revolving         4-3 to Gannett Co., Inc.'s Form 10-K
        Credit Agreement among           for the fiscal year ended
        Gannett Co., Inc. and the        December 31, 1995.
        Banks named therein.

4-4     Amendment Number Three to        Incorporated by reference to Exhibit
        $3,000,000,000 Revolving         4-4 to Gannett Co., Inc.'s Form 10-Q
        Credit Agreement among           for the fiscal quarter ended
        Gannett Co., Inc. and the Banks  September 29, 1996.
        named therein.

4-5     Indenture dated as of March 1,   Incorporated by reference to Exhibit
        1983 between Gannett Co., Inc.   4-2 to Gannett Co., Inc.'s Form 10-K
        and Citibank, N.A., as Trustee.  for the fiscal year ended
                                         December 29, 1985.

4-6     First Supplemental Indenture     Incorporated by reference to Exhibit
        dated as of November 5, 1986     4 to Gannett Co., Inc.'s Form 8-K
        among Gannett Co., Inc.,         filed on November 9, 1986.
        Citibank, N.A., as Trustee, and
        Sovran Bank, N.A., as Successor
        Trustee.

4-7     Rights Plan.                     Incorporated by reference to
                                         Exhibit 1 to Gannett Co., Inc.'s
                                         Form 8-K filed on May 23, 1990.

                                   -11-

<PAGE>


10-1    Employment Agreement dated       Incorporated by reference to Gannett
        December 7, 1992 between         Co., Inc.'s Form 10-K for the fiscal
        Gannett Co., Inc. and John J.    year ended December 27, 1992 ("1992
        Curley.*                         Form 10-K").

10-2    Employment Agreement dated       Incorporated by reference to the 1992
        December 7, 1992 between         Form 10-K.
        Gannett Co., Inc. and Douglas H.
        McCorkindale.*

10-3    Gannett Co., Inc. 1978           Incorporated by reference to Exhibit
        Executive Long-Term Incentive    10-3 to Gannett Co., Inc.'s Form 10-K
        Plan*                            for the fiscal year ended
                                         December 28, 1980.  Amendment No. 1
                                         incorporated by reference to
                                         Exhibit 20-1 to Gannett Co., Inc.'s
                                         Form 10-K for the fiscal year ended
                                         December 27, 1981.   Amendment No. 2
                                         incorporated by reference to
                                         Exhibit 10-2 to Gannett Co., Inc.'s
                                         Form 10-K for the fiscal year ended
                                         December 25, 1983.  Amendments Nos. 3
                                         and 4 incorporated by reference to
                                         Exhibit 4-6 to Gannett Co., Inc.'s
                                         Form S-8 Registration Statement
                                         No. 33-28413 filed on May 1, 1989.
                                         Amendments Nos. 5 and 6 incorporated
                                         by reference to Exhibit 10-8 to
                                         Gannett Co., Inc.'s Form 10-K for the
                                         fiscal year ended December 31, 1989.
                                         Amendment No. 7 incorporated by
                                         reference to Gannett Co., Inc.'s
                                         Form S-8 Registration Statement
                                         No. 333-04459 filed on May 24, 1996.

10-4    Description of supplemental      Incorporated by reference to Exhibit
        insurance benefits.*             10-4 to the 1993 Form 10-K.

10-5    Gannett Co., Inc. Supplemental   Incorporated by reference to Exhibit
        Retirement Plan, as amended.*    10-8 to Gannett Co., Inc's Form 10-K
                                         for the fiscal year ended
                                         December 27, 1986 ("1986 Form 10-K").

10-6    Gannett Co., Inc. Retirement     Incorporated by reference to Exhibit
        Plan for Directors.*             10-10 to the 1986 Form 10-K.  1991
                                         Amendment incorporated by reference
                                         to Exhibit 10-2 to Gannett Co.,
                                         Inc.'s Form 10-Q for the quarter
                                         ended September 29, 1991.  Amendment
                                         to Gannett Co., Inc. Retirement
                                         Plan for Directors dated October 31,
                                         1996, attached.

10-7    Amended and Restated             Incorporated by reference to Exhibit
        Gannett Co., Inc. 1987           10-1 to Gannett Co., Inc.'s Form 10-Q
        Deferred Compensation Plan.*     for the fiscal quarter ended
                                         September 29, 1996.

10-8    Gannett Co., Inc. Transitional   Incorporated by reference to Exhibit
        Compensation Plan.*              10-13 to Gannett Co., Inc.'s Form
                                         10-K for the fiscal year ended
                                         December 30, 1990.

11      Statement re computation of      Attached.
        earnings per share.

13      Portions of 1996 Annual Report   Attached.
        to Shareholders incorporated
        by reference.

21      Subsidiaries of Gannett Co.,     Attached.
        Inc.

23      Consent of Independent           Attached.
        Accountants.

27      Financial Data Schedule          Attached.

        The Company agrees to furnish to the Commission, upon request, a copy
        of each agreement with respect to long-term debt not filed herewith
        in reliance upon the exemption from filing applicable to any series
        of debt which does not exceed 10% of the total consolidated assets of
        the Company.

     *  Asterisks identify management contracts, and compensatory plans
        or arrangements.

                                   -12-






                      BY-LAWS

                        OF

                  GANNETT CO., INC.


                     as amended
                      through
                 February 25, 1997



                      ARTICLE I.

              Meetings of Stockholders


     Section 1.  Annual Meetings:  The annual meeting of the
stockholders for the election of directors and for the
transaction of such other business as may come before the
meeting shall be held on such date and at such hour as shall
each year be fixed by the Board of Directors.

     Section 2.  Special Meetings:  Except as otherwise
required by law and subject to the rights of the holders of
any class or series of stock having a preference over the
Common Stock as to dividends or upon liquidation, special
meetings of the stockholders may be called only by the
Chairman of the Board or by the Board of Directors pursuant
to a resolution approved by a majority of the entire Board
of Directors.

     Section 3.  Place of Meeting:  Meetings of stockholders
of the Corporation shall be held at such place, either
within or without the State of Delaware, as shall be fixed
by the Board of Directors in the case of meetings called by
the Board, or by the Chairman of the Board in the case of
meetings called by the Chairman, and specified in the notice
of said meeting.

     Section 4.  Notice of Meetings:  Except as otherwise
permitted or provided by law or these By-laws,
 written
notice of each meeting of the stockholders shall be given to
each stockholder of record entitled to vote at such meeting,
whether annual or special, not less than ten (10) nor more
than sixty (60) days before the day on which the meeting is
to be held.  A written waiver of notice of any meeting of
stockholders, signed by the person entitled to notice,
whether before or after the time stated therein, shall be
deemed equivalent to notice.  Notice of any adjourned
meeting of stockholders shall not be required to be given,
except where expressly required by law.

     Section 5.  Organization:  At each meeting of the
stockholders, the Chairman of the Board, or in his absence,
the Vice Chairman, or in the absence of both officers, an
officer selected by the Chairman of the Board, or if the
Chairman of the Board has made no selection, an officer
selected by the Board, shall act as chairman of the meeting
and the Secretary or, in his absence, an Assistant
Secretary, if one be appointed, shall act as secretary of
the meeting.  In case at any meeting none of the officers
who have been designated to act as chairman or secretary of
the meeting, respectively, shall be present, a chairman or
secretary of the meeting, as the case may be, shall be
chosen by the vote of a majority in interest of the
stockholders of the Corporation present in person or by
proxy and entitled to vote at such meeting.

     Section 6.  Quorum:  At each meeting of the
stockholders, except where otherwise provided by law, the
holders of a majority of the issued and outstanding shares
of each class of stock of the Corporation entitled to vote
at such meeting shall constitute a quorum for the
transaction of business and a majority in amount of such
quorum shall decide any questions that may come before the
meeting.  In the absence of a quorum, a majority in interest
of the stockholders of the Corporation present in person or
by proxy and entitled to vote, or, if no stockholder
entitled to vote is present, any officer entitled to preside
at, or act as secretary of, such meeting, shall have the
power to adjourn the meeting from time to time until
stockholders holding the requisite amount of stock shall be
present or represented.  At any such adjourned meeting at
which a quorum shall be present, any business may be
transacted which might have been transacted at the meeting
as originally called.

     Section 7.  Voting.

               (a)  At each meeting of stockholders every
          stockholder of record of the Corporation entitled
          to vote at such meeting shall be entitled to one
          vote for each share of stock of the Corporation
          registered in his name on the books of the
          Corporation on the record date for such meeting.
          Each stockholder entitled to vote at a meeting of
          stockholders or to express consent or dissent to
          corporate action in writing without a meeting may
          authorize another person or persons to act for him
          by proxy.  Such proxy shall be appointed by an
          instrument in writing, subscribed by such
          stockholder or by his attorney thereunto
          authorized and delivered to the secretary of the
          meeting, or shall otherwise be executed and
          transmitted as may be permissible under applicable
          law; provided, however, that no proxy shall be
          voted on after three years from its date unless
          said proxy provides for a longer period.  At all
          meetings of the stockholders, all matters (except
          where other provision is made by statute, by the
          Certificate of Incorporation or by these By-laws)
          shall be decided by the vote of a majority of the
          stock present in person or by proxy and entitled
          to vote at the meeting.  At each meeting of
          stockholders for the election of Directors, the
          voting for Directors need not be by ballot unless
          the chairman of the meeting or the holders,
          present in person or by proxy, of a majority of
          the stock of the Corporation entitled to vote at
          such meeting shall so determine.

               (b)  The date and time of the opening and the
          closing of the polls for each matter upon which
          the stockholders will vote at a meeting shall be
          announced at the meeting.  No ballot, proxies or
          votes, nor any revocations thereof or changes
          thereto, shall be accepted by the inspectors after
          the closing of the polls unless a proper court
          upon application by a stockholder shall determine
          otherwise.

               (c)  The Corporation shall, in advance of any
          meeting of stockholders, appoint one or more
          inspectors to act at the meeting and make a
          written report thereof.  The Corporation may
          designate one or more persons as alternate
          inspectors to replace any inspector who fails to
          act.  If no inspector or alternate is able to act
          at a meeting of stockholders, the person presiding
          at the meeting shall appoint one or more
          inspectors to act at the meeting.  Each inspector,
          before entering upon the discharge of his or her
          duties, shall take and sign an oath faithfully to
          execute the duties of inspector with strict
          impartiality and according to the best of his or
          her ability.

               (d)  The inspectors shall (i) ascertain the
          number
          of shares outstanding and the voting power of
          each, (ii) determine the shares represented at a
          meeting and the validity of proxies and ballots,
          (iii) count all votes and ballots, (iv) determine
          and retain for a reasonable period a record of the
          disposition of any challenges made to any
          determination by the inspectors, (v) certify their
          determination of the number of shares represented
          at the meeting and their count of all votes and
          ballots, and (vi) perform such other duties as may
          be required by law or designated by the Secretary
          of the Corporation.  In performing their duties,
          the inspectors of election shall follow applicable
          law and the instructions of the Secretary.

     Section 8.  List of Stockholders:  It shall be the duty
of the Secretary or other officer of the Corporation who
shall have charge of its stock ledger, either directly or
through another officer of the Corporation designated by him
or through a transfer agent or transfer clerk appointed by
the Board of Directors, to prepare and make, at least ten
(10) days before every meeting of the stockholders, a
complete list of the stockholders entitled to vote thereat,
arranged in alphabetical order and showing the address of
each stockholder and the number of shares registered in the
name of each stockholder.  Such list shall be open to the
examination of any stockholder, for any purpose germane to
the meeting, during ordinary business hours, for said ten
(10) days, either at a place within the city where the
meeting is to be held, which place shall be specified in the
notice of meeting, or, if not so specified, at the place
where said meeting is to be held.  The list shall be
produced and kept at the time and place of said meeting
during the whole time thereof and subject to the inspection
of any stockholder who shall be present thereat.  The
original or duplicate stock ledger shall be the only
evidence as to who are the stockholders entitled to examine
the stock ledger, such list or the books of the Corporation,
or to vote in person or by proxy at such meeting.

     Section 9.  Stockholder Action:  Any action required or
permitted to be taken by the stockholders of the Corporation
must be effected at a duly called annual or special meeting
of such holders and may not be effected by any consent in
writing by such holders.




                         ARTICLE II.

                     Board of Directors


     Section 1.  General Power:  The property, business and
affairs of the Corporation shall be managed by or under the
direction of the Board of Directors.

     Section 2.  Number and Terms:  Except as otherwise
fixed pursuant to the provisions of Article FOURTH of the
Certificate of Incorporation relating to the rights of the
holders of any class or series of stock having a preference
over the Common Stock as to dividends or upon liquidation to
elect additional directors under specified circumstances,
the number of the directors of the Corporation shall be
fixed from time to time by majority vote of the entire Board
of Directors.  The directors, other than those who may be
elected by the holders of any class or series of stock
having preference over the Common Stock as to dividends or
upon liquidation, shall be classified, with respect to the
time for which they severally hold office, into three
classes, as nearly equal in number as possible, as
determined by the Board of Directors, one class to be
originally elected for a term expiring at the annual meeting
of stockholders to be held in 1986, another class to be
originally elected for a term expiring at the annual meeting
of stockholders to be held in 1987, and another class to be
originally elected for a term expiring at the annual meeting
of stockholders to be held in 1988, with the members of each
class to hold office until their successors are elected and
qualified.  At each annual meeting of the stockholders of
the Corporation, the successors of the class of directors
whose term expires at that meeting shall be elected to hold
office for a term expiring at the annual meeting of
stockholders held in the third year following the year of
their election.

     Section 3.  Qualifications of Directors:   No one shall
be eligible to serve as a member of the Board of Directors
after the first annual meeting of shareholders following his
or her seventieth birthday, or, in the case of anyone who
has at any time served as an executive of this Corporation,
after the first annual meeting of shareholders following his
or her sixty-fifth birthday or the date on which he or she
retires under the Corporation's retirement plan, whichever
occurs first.  Every person who is elected a director of
this Corporation at the 1989 annual meeting of shareholders
of this Corporation or thereafter shall at the time of his
or her election to the Board, and at all times during his or
her tenure as a director, own, directly or beneficially
(beneficial ownership to be determined in accordance with
the Securities Exchange Act of 1934), at least one thousand
shares of the common stock of this Corporation.

     Section 4.  Nominations:  Subject to the rights of any
class or series of stock having a preference over the Common
Stock as to dividends or upon liquidation to elect directors
under specified circumstances, nominations for the election
of directors may be made by the Board of Directors or a
committee appointed by the Board of Directors or by any
stockholder entitled to vote in the election of directors
generally.  However, any stockholder entitled to vote in the
election of directors generally may nominate one or more
persons for election as director at a meeting only if
written notice of such stockholder's intent to make such
nomination or nominations has been given, either by personal
delivery or by United States mail, postage prepaid, to the
Secretary of the Corporation not later than (i) with respect
to an election to be held at an annual meeting of
stockholders, 90 days in advance of such meeting, and (ii)
with respect to an election to be held at a special meeting
of stockholders for the election of directors, the close of
business on the tenth day following the date on which notice
of such meeting is first given to stockholders.  Each such
notice shall set forth:  (a) the name and address of the
stockholder who intends to make the nomination and of the
person or persons to be nominated; (b) a representation that
the stockholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice; (c) a description
of all arrangements or understandings between stockholder
and each nominee and any other person or persons (naming
such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder; (d) such
other information regarding each nominee proposed by such
stockholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the
Securities and Exchange Commission, had the nominee been
nominated, or intended to be nominated, by the Board of
Directors; and (e) the consent of each nominee to serve as a
director of the Corporation if so elected.  The chairman of
the meeting may refuse to acknowledge the nomination of any
person not made in compliance with the foregoing procedure.

     Section 5.  Notice of Stockholder Business:  At an
annual meeting of the stockholders, only such business shall
be conducted as shall have been properly brought before the
meeting.  To be properly brought before an annual meeting,
business must be (a) specified in the notice of meeting (or
any supplement thereto) given by or at the direction of the
Board of Directors, (b) otherwise properly brought before
the meeting by or at the direction of the Board of
Directors, or (c) otherwise properly brought before the
meeting by a stockholder.  For business to be properly
brought before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing
to the Secretary of the Corporation.  To be timely, a
stockholder's notice must be delivered to or mailed and
received at the principal executive offices of the
Corporation, not less than 90 days prior to the meeting.  A
stockholder's notice to the Secretary shall set forth as to
each matter the stockholder proposes to bring before the
annual meeting (a) a brief description of the business
desired to be brought before the annual meeting and the
reasons for conducting such business at the annual meeting,
(b) the name and address, as they appear on the
Corporation's books, of the stockholder proposing such
business, (c) the class and number of shares of the
Corporation which are beneficially owned by the stockholder,
and (d) any material interest of the stockholder in such
business.  Notwithstanding anything in the By-laws to the
contrary, no business shall be conducted at an annual
meeting except in accordance with the procedures set forth
in this Section 5.  The chairman of an annual meeting shall,
if the facts warrant, determine and declare to the meeting
that business was not properly brought before the meeting
and in accordance with the provisions of this Section 5 and
if he should so determine, he shall so declare to the
meeting and any such business not properly brought before
the meeting shall not be transacted.

     Section 6.  Election:  At each annual meeting of
stockholders, Directors shall, except as otherwise required
or provided by law or by the Certificate of Incorporation,
be elected by a plurality of the votes cast at such meeting
by the holders of stock entitled to vote in the election.
Each Director shall hold office until his successor shall be
elected and qualified, or until his death, or until he shall
resign or shall have been removed in the manner hereinafter
provided, or until he shall cease to qualify.

     Section 7.  Resignation:  Any Director of the
Corporation may resign at any time by giving written notice
to the Corporation.  The resignation of any Director shall
take effect at the time specified therein, and, unless
otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

     Section 8.  Removal of Directors:  Any Director may be
removed from office, with cause, by the affirmative vote of
the holders of record of a majority of the combined voting
power of the outstanding shares of Stock entitled to vote
generally in the election of directors, voting together as a
single class and without cause, only by the affirmative vote
of the holders of 80% of the combined voting power of the
then outstanding shares of stock entitled to vote generally
in the election of directors, voting together as a single
class.

     Section 9.  Newly Created Directorships and Vacancies:
Except as otherwise fixed pursuant to the provisions of
Article FOURTH of the Certificate of Incorporation relating
to the rights of the holders of any class or series of stock
having preference over the Common Stock as to dividends or
upon liquidation to elect additional directors under
specified circumstances, newly created directorships
resulting from any increase in the number of directors and
any vacancies on the Board of Directors resulting from
death, resignation, disqualification, removal or other cause
shall be filled by the affirmative vote of a majority of the
remaining directors then in office, even though less than a
quorum of the Board of Directors.  Any director elected in
accordance with the preceding sentence shall hold office for
the remainder of the full term of the class of directors in
which the new directorship was created or the vacancy
occurred and until such director's successor shall have been
elected and qualified.  No decrease in the number of
directors constituting the Board of Directors shall shorten
the term of any incumbent director.

     Section 10.  First Meeting:  After each annual election
of Directors and on the same day, the Board of Directors may
meet for the purpose of organization, the election of
officers and the transaction of other business at the place
where regular meetings of the Board of Directors are held.
Notice of such meeting need not be given.  Such meeting may
be held at any other time or place which shall be specified
in a notice given as hereinafter provided for special
meetings of the Board of Directors or in a consent and
waiver of notice thereof signed by all the Directors.

     Section 11.  Regular Meetings:  Regular meetings of the
Board of Directors shall be held at such places and at such
times as may from time to time be fixed by the Board.
Notice of regular meetings need not be given.

     Section 12.  Special Meetings:  Special meetings of the
Board of Directors shall be held at any time upon the call
of the Chairman of the Board or any two of the Directors.
Notice of each such meeting shall be mailed to each
Director, addressed to him at his residence or usual place
of business, at least three days before the day on which the
meeting is to be held, or shall be sent to him by telegraph,
cable or wireless so addressed or shall be delivered
personally or by telephone at least 24 hours before the time
the meeting is to be held.  Each notice shall state the time
and place of the meeting but need not state the purposes
thereof, except as otherwise herein expressly provided.
Notice of any meeting of the Board of Directors need not,
however, be given to any Director, if waived by him in
writing or by telegraph, cable, wireless or other form of
recorded communication or if he shall be present at such
meeting; and any meeting of the Board shall be a legal
meeting without any notice thereof having been given if all
of the Directors of the Corporation then in office shall be
present thereat.

     Members of the Board of Directors, or any committee
designated by such Board, may participate in a meeting of
such Board or committee by means of conference telephone or
similar communications equipment by means of which all
persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this provision
shall constitute presence in person at such meeting.

     Section 13.  Quorum and Manner of Acting:  Except as
otherwise provided by statute or by these By-laws, a
majority of the authorized number of Directors shall be
required to constitute a quorum for the transaction of
business at any meeting, and the affirmative vote of a
majority of the Directors present at the meeting shall be
necessary for the adoption of any resolution or the taking
of any other action.  In the absence of a quorum, the
Director or Directors present may adjourn any meeting from
time to time until a quorum be had.  Notice of any adjourned
meeting need not be given.

     Section 14.  Written Consent:  Any action required or
permitted to be taken at any meeting of the Board of
Directors may be taken without a meeting if all members of
the Board consent thereto in writing and such writing or
writings are filed with the minutes of proceedings of the
Board.

     Section 15.  Compensation:  The Board of Directors
shall have the authority to fix the compensation of
Directors for services in any capacity and to provide that
the Corporation shall reimburse each Director for any
expenses paid to him on account of his attendance at any
regular or special meeting of the Board.  Nothing herein
contained shall be construed so as to preclude any Director
from serving the Corporation in any other capacity, or from
serving any of its stockholders, subsidiaries or affiliated
corporations in any capacity and receiving proper
compensation therefor.

     Section 16.  Executive and Other Committees:  The Board
of Directors may in its discretion by resolution passed by a
majority of the Directors present at a meeting at which a
quorum is present designate an Executive Committee and one
or more other committees, each consisting of one or more of
the Directors of the Corporation, and each of which, to the
extent provided in the resolution and the laws of the State
of Delaware, shall have and may exercise all the powers and
authority of the Board of Directors in the management of the
business and affairs of the Corporation and may authorize
the seal of the Corporation to be affixed to all papers
which may require it; provided, however, that no such
committee shall have power or authority as to the following
matters:

     (1)  The amendment of the Certificate of Incorporation
          of the Corporation (except as provided under the
          Delaware General Corporation Law);

     (2)  The amendment of the By-laws of the Corporation;

     (3)  Approval or recommending to stockholders any
          action which must be submitted to stockholders for
          approval under the Delaware General Corporation
          Law.

     Unless a greater proportion is required by the
resolution designating a committee of the Board of
Directors, a majority of the entire authorized number of
members of such committee shall constitute a quorum for the
transaction of business, and the act of a majority of the
members voting on any item of business, if a quorum votes,
shall be the act of such committee.  Any action required, or
permitted to be taken at any meeting of a committee of the
Board of Directors, may be taken without a meeting if all
members of such committee consent thereto in writing and the
writing or writings are filed with the minutes of
proceedings of such committee.


     Section 17.  Indemnification.

               (a)  Each person (including, here and
          hereinafter, the heirs, executors, administrators,
          or estate of such person) (1) who is or was a
          Director or officer of the Corporation, (2) who is
          or was an agent or employee of the Corporation
          other than an officer and as to whom the
          Corporation has agreed to grant such indemnity, or
          (3) who is or was serving at the request of the
          Corporation as its representative in the position
          of a director or officer of another corporation,
          partnership, joint venture, trust or other
          enterprise, shall be indemnified by the
          Corporation as of right to the full extent
          permitted or authorized by the General Corporation
          Law of the State of Delaware as the same exists or
          may hereafter be amended against any fine,
          liability, cost or expense asserted against him or
          incurred by him in his capacity as such director,
          officer, agent, employee, or representative, or
          arising out of his status as such director,
          officer, agent, employee, or representative.  The
          Corporation may maintain insurance, at its
          expense, to protect itself and any such person
          against any such fine, liability, cost or expense,
          whether or not the Corporation would have the
          power to indemnify him against such liability
          under the General Corporation Law of the State of
          Delaware.

               (b)   The right to indemnification conferred in
          this Section shall be a contract right and shall
          include the right to be paid by the Corporation
          the expenses incurred in connection with any
          matter covered by paragraph (a) of this Section 17
          in advance of its final disposition (hereinafter
          an "advance payment of expenses").  If the
          Delaware General Corporation Law requires,
          however, an advance payment of expenses incurred
          by an indemnitee in his or her capacity as a
          director or officer shall be made only upon
          delivery to the Corporation of an undertaking, by
          or on behalf of such indemnitee, to repay all
          amounts so advanced if it shall ultimately be
          determined by final judicial decision that such
          indemnitee is not entitled to be indemnified for
          such expenses.  Such expenses incurred by other
          employees, agents, or representatives, or by
          directors or officers who become the subject of a
          lawsuit by reason of actions other than in their
          capacity as a director or officer, may be so paid
          upon such terms and conditions as the Board of
          Directors deems appropriate.

               (c)  If a request for indemnification is not
          paid in full within sixty days, or if a request
          for advance payment of expenses is not paid in
          full within twenty days, after receipt by the
          Corporation of the written request, the indemnitee
          may at any time thereafter, prior to such payment,
          bring suit against the Corporation to recover the
          unpaid amount of the claim.  If successful in
          whole or in part in such suit, the indemnitee
          shall be entitled also to recover from the
          Corporation the expenses reasonably incurred in
          prosecuting the claim.  Neither the failure of the
          Board of Directors, legal counsel, or the
          stockholders of the Corporation to make a
          determination that the indemnitee is entitled to
          indemnification, nor a determination by any of
          them that the indemnitee is not entitled to
          indemnification, for whatever reason, shall create
          a presumption in such a suit that the indemnitee
          has not met the applicable standard of conduct,
          nor shall it be a defense to such suit.  In any
          such suit the burden of establishing that the
          indemnitee is not entitled to indemnification or
          an advance payment of expenses shall be on the
          Corporation.

               (d)  The rights to indemnification and
          advance payment of expenses hereunder shall be in
          addition to any other right which any director,
          officer, employee, agent, or representative may
          have under any statute, provision of the
          Certificate of Incorporation, By-law, agreement,
          vote of stockholders or directors, or otherwise.


                     ARTICLE III.

                      Officers


     Section 1.  Officers Enumerated:  The Board of
Directors, as soon as may be practicable after the annual
election of Directors, shall elect a Chairman of the Board,
a President and Chief Executive Officer, a Vice Chairman,
one or more Vice Presidents (one or more of whom may be
designated Executive Vice President or Senior Vice
President), a Secretary, a Treasurer, and a Controller and
from time to time may elect or appoint such other officers
as it may determine.  Any two or more offices may be held by
the same person.

     Section 2.  Term of Office:  Each officer shall hold
office for the term for which he is elected or appointed and
until his successor has been elected or appointed and
qualified or until his death or until he shall resign or
until he shall have been removed in the manner hereinafter
provided.

     Section 3.  Powers and Duties:  The officers of the
Corporation shall each have such powers and authority and
perform such duties in the management of the property and
affairs of the Corporation as from time to time may be
prescribed by the Board of Directors and, to the extent not
so prescribed, they shall each have such powers and
authority and perform such duties in the management of the
property and affairs of the Corporation, subject to the
control of the Board, as generally pertain to their
respective offices.

     Without limitation of the foregoing:

     (a)  Chairman of the Board:  The Chairman of the Board
          shall preside at all meetings of the Board and of
          the Executive Committee of the Board and at all
          meetings of stockholders.  He shall be a director
          of the Corporation.  He shall be an ex officio
          member of all committees of the Board, except the
          Executive Compensation and the Audit Committees.

     (b)  President and Chief Executive Officer:  The
          President shall be the chief executive officer of
          the Corporation and shall be a director of the
          Corporation.

     (c)  Vice Chairman:  The Vice Chairman shall be the
          chief financial and administrative officer of the
          Corporation and shall be a director of the
          Corporation.  In the event of the death,
          resignation, removal, disability or absence of the
          Chairman or the President, he shall possess the
          powers and perform the duties of such officer.

     (d)  Vice Presidents:  The Board of Directors shall
          determine the powers and duties of the respective
          Vice Presidents and may, in its discretion, fix
          such order of seniority among the respective Vice
          Presidents as it may deem advisable.

     (e)  Secretary:  The Secretary shall issue notices of
          all meetings of the stockholders and Directors
          where notices of such meetings are required by law
          or these By-laws and shall keep the minutes of
          such meetings.  He shall sign such instruments and
          attest such documents as require his signature of
          attestation and affix the corporate seal thereto
          where appropriate.

     (f)  Treasurer:  The Treasurer shall have custody of
          all funds and securities of the Corporation and
          shall sign all instruments and documents as
          require his signature.  He shall perform all acts
          incident to the position of Treasurer, subject to
          the control of the Board of Directors.

     (g)  Controller:  The Controller shall be in charge of
          the accounts of the Corporation and he shall have
          such powers and perform such duties as may be
          assigned to him by the Board of Directors.

     (h)  General Counsel:  The General Counsel shall have
          general control of all matters of legal import
          concerning the Corporation.

     Section 4.  Temporary Absence:  In case of the
temporary absence or disability of any officer of the
Corporation, except as otherwise provided in these By-laws,
the Chairman of the Board, the President, the Vice Chairman,
any Vice President, the Secretary or the Treasurer may
perform any of the duties of any such other officer as the
Board of Directors or Executive Committee may prescribe.

     Section 5.  Resignations:  Any officer may resign at
any time by giving written notice of his resignation to the
Corporation.  Any such resignation shall take effect at the
time specified therein; and, unless otherwise specified
therein, the acceptance of such resignation shall not be
necessary to make it effective.

     Section 6.  Removal:  Any officer may be removed,
either with or without cause, at any time by action of the
Board of Directors.

     Section 7.  Vacancies:  A vacancy in any office because
of death, resignation, removal or any other cause may be
filled by the Board of Directors.

     Section 8.  Compensation:  The salaries of the officers
shall be fixed from time to time by the Board of Directors.
Nothing contained herein shall preclude any officer from
serving the Corporation in any other capacity, including
that of director, or from serving any of its stockholders,
subsidiaries or affiliated corporations in any capacity and
receiving a proper compensation therefor.

     Section 9.  Contracts, Checks, etc.:  All contracts and
agreements authorized by the Board of Directors, and all
checks, drafts, bills of exchange or other orders for the
payment of money, notes or other evidences of indebtedness,
issued in the name of the Corporation, shall be signed by
such person or persons and in such manner as may from time
to time be designated by the Board of Directors, which
designation may be general or confined to specific
instances.

     Section 10.  Proxies in Respect of Securities of Other
Corporations:  Unless otherwise provided by resolution
adopted by the Board of Directors, the Chairman of the
Board, the President and Chief Executive Officer, the Vice
Chairman, a Vice President, or the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer, or any
one of them, may exercise or appoint an attorney or
attorneys, or an agent or agents, to exercise in the name
and on behalf of the Corporation the powers and rights which
the Corporation may have as the holder of stock or other
securities in any other corporation to vote or to consent in
respect of such stock or other securities; and the Chairman
of the Board, the President and Chief Executive Officer, the
Vice Chairman, a Vice President, or the Secretary or an
Assistant Secretary or the Treasurer or an Assistant
Treasurer may instruct the person or persons so appointed as
to the manner of exercising such powers and rights and the
Chairman of the Board, the President and Chief Executive
Officer, the Vice Chairman, a Vice President, or the
Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer may execute or cause to be executed in
the name and on behalf of the Corporation and under its
corporate seal, or otherwise, all such ballots, consents,
proxies, powers of attorney or other written instruments as
they or either of them may deem necessary in order that the
Corporation may exercise such powers and rights.  Any stock
or other securities in any other corporation which may from
time to time be owned by or stand in the name of the
Corporation may, without further action, be endorsed for
sale or transfer or sold or transferred by the Chairman of
the Board, the President and Chief Executive Officer, the
Vice Chairman, or a Vice President, or the Secretary or an
Assistant Secretary or the Treasurer or an Assistant
Treasurer of the Corporation or any proxy appointed in
writing by any of them.


                      ARTICLE IV.

                Shares and Their Transfer


     Section 1.  Certificates of Stock:  Every stockholder
shall be entitled to have a certificate certifying the
number of shares of stock of the Corporation owned by him
signed by, or in the name of, the Corporation by the
Chairman of the Board, or the President and Chief Executive
Officer, the Vice Chairman, or a Vice President and by the
Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary of the Corporation.  Any of or all of
the signatures on the certificate may be a facsimile.  In
case any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer
agent or registrar before such certificate is issued, it may
be issued by the Corporation with the same effect as if he
were such officer, transfer agent or registrar.

     Section 2.  Transfers:  Certificates shall be
registered for transfer on the stock books of the
Corporation in person or by attorney, but, except as
hereinafter provided in the case of loss, destruction or
mutilation of certificates, no transfer of stock shall be
entered until the previous certificate, if any, given for
the same shall have been surrendered and canceled.

     Section 3.  Lost, Destroyed or Mutilated Certificates:
The Corporation may issue a new certificate of stock of the
same tenor and same number of shares in place of a
certificate theretofore issued by it which is alleged to
have been lost, stolen or destroyed; provided, however, the
Board of Directors or the Executive Committee or the
Secretary of the Corporation may require the owner of the
lost, stolen or destroyed certificate, or his legal
representative, to give the Corporation a bond of indemnity,
in form and with one or more sureties satisfactory to the
Board or the Executive Committee, sufficient to indemnify it
against any claim that may be made against the Corporation
on account of the alleged loss, theft or destruction of any
such certificate or the issuance of such new certificate.

     Section 4.  Record Date:  The Board of Directors may
fix a record date, which record date shall not precede the
date upon which the resolution fixing the record date is
adopted by the board of directors, and which shall not be
more than sixty (60) nor less than ten (10) days before the
date of such meeting, nor more than sixty (60) days prior to
any other action, as a record date for the determination of
the stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or
entitled to receive payment of any dividend or other
distribution or allotment of any rights or entitled to
exercise any rights with respect to any change, conversion
or exchange of stock or for the purpose of any other lawful
action.  If no record date is fixed, (a) the record date for
determining stockholders entitled to notice of or to vote at
a meeting of stockholders shall be at the close of business
on the day next preceding the day on which notice is given,
or, if notice is waived, at the close of business on the day
next preceding the day upon which the meeting is held, and
(b) the date for determining stockholders for any other
purpose shall be at the close of business on the day on
which the Board of Directors adopts the resolution relating
thereto.  A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall
apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for
the adjourned meeting.

     Section 5.  Books and Records:  The books and records
of the Corporation may be kept at such places within or
without the
State of Delaware as the Board of Directors may from time to
time determine.


                         ARTICLE V.

                            Seal


     The Board of Directors shall provide a corporate seal,
which shall be in the form of a circle and shall bear the
name of the   Corporation, the year in which the Corporation
was incorporated (1971) and the words "Corporate Seal -
Delaware" and such other words or figures as the Board of
Directors may approve and adopt.


                         ARTICLE VI.

                         Amendments

     Except as otherwise provided by these By-laws, the
Certificate of Incorporation, or by operation of law, the
By-laws of the Corporation may be made, altered or repealed
by vote of the stockholders at any annual or special meeting
of stockholders called for that purpose or by the
affirmative vote of a majority of the directors then in
office given at any regular or special meeting of the Board
of Directors.








                        GANNETT CO., INC.

                  RETIREMENT PLAN FOR DIRECTORS

                         Amendment No. 4



     GANNETT CO., INC. ("Gannett") hereby amends its Retirement Plan for
Directors (the "Plan") to close the Plan after October 31, 1996.

     Section 1 of the Plan, which currently provides as follows:

          Section 1.  Eligibility:  Each Director of Gannett (including each
current Director) who is not an employee of Gannett shall be eligible to
participate in this Plan upon election to the Board of Directors of Gannett.

     is hereby amended to read as follows:

          Section 1.  Eligibility: Each Director of Gannett who is not an
          employee of Gannett shall be eligible to participate in this Plan,
          provided such person was a Director on October 31, 1996.  Directors
          who are active Plan participants on October 31, 1996, shall be
          eligible to continue participation in accordance with the terms of
          the Plan, as the Plan may be amended from time to time.

     IN WITNESS WHEREOF, Gannett has caused its duly authorized officer to
execute this Amendment, which shall be effective on October 31, 1996.


                                        GANNETT CO., INC.



                                        By:  s/ Thomas L. Chapple
                                             --------------------------
                                             Thomas L. Chapple
                                              Secretary







<TABLE>

Calculation of Earnings Per Share

<CAPTION>

                                             Fiscal Year Ended
                                 ----------------------------------------
                                 December 29,  December 31,  December 25,
                                    1996          1995           1994
                                 ------------  ------------  ------------
<S>                              <C>           <C>           <C>

Net Income                       $943,087,000  $477,262,000  $465,399,000

Net income per share                    $6.69         $3.41         $3.23

Weighted average number of
   common shares outstanding      140,891,000   140,156,000   144,276,000

</TABLE>






Company Profile

Gannett Co., Inc. is a diversified news and information company that
publishes newspapers, operates broadcasting stations and cable
television systems, and is engaged in marketing, commercial printing, a
newswire service, data services, news programming and alarm security
services.  The company has operations in 44 states, the District of
Columbia, Guam and the U.S.  Virgin Islands.
   Gannett is the largest U.S. newspaper group in terms of circulation,
with 91 daily newspapers, including USA TODAY, a variety of non-daily
publications and USA WEEKEND, a weekly newspaper magazine.  Total average
paid daily circulation of Gannett's daily newspapers is approximately 6.5
million.
   Gannett owns and operates 16 television stations and three FM and two AM
radio stations in major markets.  Gannett's cable division serves
465,000 subscribers in five states.
   Gannett was founded by Frank E. Gannett in 1906 and incorporated in 1923.
The company went public in 1967.  Its more than 140 million shares of common
stock are held by more than 14,000 shareholders of record in all 50 states
and abroad.  The company has 37,200 employees.  Corporate headquarters is
located at Arlington, Va.

                                    -1-

<PAGE>

Board of Directors

John J. Curley

Chairman, president and chief executive officer, Gannett
Co., Inc.  Age 58.  (b,d,g,h)

Andrew F. Brimmer
President, Brimmer & Company, Inc., and chairman,
District of Columbia Financial Responsibility and Management Assistance
Authority.  Other directorships:  Airborne Express; BankAmerica
Corporation and Bank of America NT&SA; BlackRock Investment Income
Trust, Inc.  (and other Funds); Brimmer & Company, Inc.; CarrAmerica
Corporation; E.I. duPont de Nemours & Company; Navistar International
Corporation; PHH Corporation.  Age 70.  (a,f)

Meredith A. Brokaw
Founder, Penny Whistle Toys, Inc., New York City, and
author of children's books.  Other directorships:  Conservation
International, Washington, D.C.  Age 56.  (b,d,f)

Rosalynn Carter
Author and businesswoman.  Other directorships:  Carter
Presidential Center; Rosalynn Carter Institute of Georgia Southwestern
State University; Friendship Force International; adviser, Habitat for
Humanity, Inc.; trustee, The Menninger Foundation.  Age 69.  (b,e,h)

Peter B. Clark
Former chairman, president and chief executive officer,
The Evening News Association (1969-86).  Age 68.  (f,h)

Stuart T.K. Ho
Chairman of the board and president, Capital Investment
of Hawaii, Inc.  Other directorships:  Aloha Airgroup, Inc.; Bancorp
Hawaii, Inc.; College Retirement Equities Fund; Capital Investment of
Hawaii, Inc.  Age 61.  (a,b,c)

                                    -16-

<PAGE>

Drew Lewis
Former chairman and chief executive officer, Union Pacific
Corporation.  Other directorships:  American Express Co.; Ford Motor
Co.; FPL Group, Inc.; Gulfstream Aerospace; Lucent Technologies; Mafco
Consolidated; Union Pacific Resources Group Inc.  Age 65.  (a,d)

Josephine P. Louis
Chairman and chief executive officer, Eximious Inc.,
and Eximious Ltd.  Other directorships:  HDO Productions, Inc.; trustee,
Chicago Horticultural Society; trustee, Chicago Historical Society.  Age
66.  (a,b,e)

Douglas H. McCorkindale
Vice chairman and chief financial and
administrative officer, Gannett Co., Inc.  Other directorships:
Continental Airlines, Inc.; Frontier Corporation; and funds which are
part of the Prudential group of mutual funds.  Age 57.  (b,g,h)

Rollan D. Melton
Chairman and chief executive officer, Speidel
Newspapers Inc., and columnist, Reno (Nev.)  Gazette-Journal.  Other
directorships:  National Judicial College; John Ben Snow Trust and
Foundation.  Age 65.  (e,h)

Thomas A. Reynolds Jr.
Chairman emeritus of Chicago law firm of Winston
& Strawn.  Other directorships:  Jefferson Smurfit Group; Union Pacific
Corporation.  Age 68.  (a,b,c)

Dolores D. Wharton
Chairman and CEO, Fund for Corporate Initiatives,
Inc.  Other directorships:  Capital Bank & Trust Co.; COMSAT
Corporation; Kellogg Company.  Age 69.  (c,h)

(a) Member of Audit Committee.
(b) Member of Executive Committee.
(c) Member of Executive Compensation Committee.
(d) Member of Management Continuity Committee.
(e) Member of Public Responsibility Committee.
(f) Member of Personnel Practices Committee.
(g) Member of Gannett Management Committee.
(h) Member of Contributions Committee.

                                    -17-

<PAGE>

Company and Divisional Officers

Gannett's principal management group is the Gannett Management
Committee, which coordinates overall management policies for the
Company.  The members are identified below and on the previous pages.
The managers of the Company's various local operating units enjoy
substantial autonomy in local policy, operational details, news content
and political endorsements.
   The Company's corporate headquarters staff includes specialists who
provide advice and assistance to the Company's operating units in
various phases of the Company's operations.
   Below are brief descriptions of the business experience during the
last five years of the officers of the Company and the heads of its
national and regional divisions.  Officers serve for a term of one
year and may be re-elected.  Information about the two officers who
serve as directors (John J. Curley and Douglas H. McCorkindale) can
be found on pages 16-17.

Christopher W. Baldwin, Vice president, taxes.  Formerly:  Director,
taxes (1979-1993).  Age 53.

Denise H. Bannister, President, Gannett Gulf Coast Newspaper Group, and
president and publisher, Pensacola (Fla.)  News Journal.  Formerly:
Vice president, Gannett South Newspaper Group, and president and
publisher, Pensacola News Journal (1991-1994).  Age 46.

Sara M. Bentley, President, Gannett Northwest Newspaper Group, and
president and publisher, Statesman Journal, Salem, Ore.  Formerly:
President and publisher, Statesman Journal (1988-1994).  Age 45.

Michael C. Burrus, President, Multimedia Cablevision and Multimedia
Security.  Formerly:  Vice president, Multimedia, Inc., and president,
Multimedia Cablevision and Multimedia Security (1993-1995); executive
vice president, Multimedia Cablevision (1992-1993); vice president,
operations and finance, Multimedia Cablevision (1985-1992).  Age 42.

Thomas L. Chapple, Senior vice president, general counsel and secretary.
Formerly:  Vice president, general counsel and secretary (1991-1995).
Age 49.*

Richard L. Clapp, Senior vice president/personnel.  Formerly:  Vice
president, compensation and benefits (1983-1995).  Age 56.*

Susan Clark-Johnson, Senior group president, Gannett Pacific Newspaper
Group, and president and publisher, Reno (Nev.)  Gazette-Journal.
Formerly:  President, Gannett West Newspaper Group, and president and
publisher, Reno Gazette-Journal (1985-1994).  Age 50.

                                    -18-

<PAGE>

Michael J. Coleman, Senior group president, Gannett South Newspaper
Group, and president and publisher, FLORIDA TODAY at Brevard County.
Formerly:  President, Gannett South Newspaper Group, and president and
publisher, FLORIDA TODAY (1991-1994).  Age 53.

Thomas Curley, President and publisher, USA TODAY.  Thomas Curley is the
brother of John J. Curley.  Age 48.*

Philip R. Currie, Senior vice president, news, Newspaper Division.
Formerly:  Vice president, news, Newspaper Division (1982-1995).  Age
55.

Millicent A. Feller, Senior vice president, public affairs and
government relations.  Age 49.*

Lawrence P. Gasho, Vice president, financial analysis.  Age 54.

George R. Gavagan, Vice president, corporate accounting services.
Formerly:  Assistant controller (1986-1993).  Age 50.

Dale Henn, Assistant treasurer.  Formerly:  Director, capital
appropriations (1987-1994).  Age 45.

John B. Jaske, Senior vice president, labor relations and assistant
general counsel.  Age 52.*

Kristin H. Kent, Vice president, senior legal counsel and assistant
secretary.  Formerly:  Vice president, senior legal counsel (1993-1995);
senior legal counsel (1986-1993).  Age 46.

Gracia C. Martore, Vice president, treasury services and investor
relations.  Formerly:  Vice president, treasury services (1993-1996);
assistant treasurer (1985-1993).  Age 44.

Myron Maslowsky, Vice president, internal audit.  Formerly:  Director,
internal audit (1989-1995).  Age 42.

Bern Mebane, Senior group president, Gannett Piedmont Newspaper Group,
and president and publisher, The Greenville (S.C.)  News.  Formerly:
Senior group president, Gannett Piedmont Newspaper Group (1995-1997);
president, Multimedia Newspaper Company (1989-1995).  Age 47.

                                    -19-

<PAGE>

William Metzfield, President, Gannett Supply Corp., and vice president,
purchasing, Gannett Co., Inc.  Age 55.

Larry F. Miller, Senior vice president, financial planning and
controller.  Age 58.*

W. Curtis Riddle, Senior group president, Gannett East Newspaper Group,
and president and publisher, The News Journal, Wilmington, Del.
Formerly:  President, East Newspaper Group, and president and publisher,
Lansing (Mich.)  State Journal (1993-1994); president, Gannett Central
Newspaper Group (1991-1993), and president and publisher, Lansing State
Journal (1990-1993).  Age 45.

Carleton F. Rosenburgh, Senior vice president, Gannett Newspaper
Division.  Age 57.

Gary F. Sherlock, President, Gannett Atlantic Newspaper Group, and
president and publisher, Gannett Suburban Newspapers.  Formerly:  Vice
president, Gannett Metro Newspaper Group, and president and publisher,
Gannett Suburban Newspapers (1990-1994).  Age 51.

Mary P. Stier, President, Gannett Midwest Newspaper Group, and president
and publisher, Rockford (Ill.)  Register Star.  Formerly:  Vice
president, Gannett Central Newspaper Group (1990-1993), and president
and publisher, Rockford Register Star (1991-1993).  Age 39.

Jimmy L. Thomas, Senior vice president, financial services and
treasurer.  Age 55.*

Wendell J. Van Lare, Vice president, senior labor counsel.  Formerly:
Director, labor relations (1980-1993).  Age 51.

Cecil L. Walker, President, Gannett Broadcasting Division.  Age 60.*

Barbara W. Wall, Vice president, senior legal counsel.  Formerly:
Senior legal counsel (1990-1993).  Age 42.

Gary L. Watson, President, Gannett Newspaper Division.  Age 51.*

* Member of the Gannett Management Committee.

                                    -20-

<PAGE>


Gannett common stock prices

Restated to reflect the 2-for-1 stock split effective
January 6, 1987.  High-low range by quarters based on
NYSE-composite closing prices.

Year   Quarter        Low      High
- - ----   -------       -----    ------

1986   first        $29.63    $37.00
       second       $34.25    $43.56
       third        $33.19    $42.75
       fourth       $33.88    $38.25
1987   first        $35.94    $49.63
       second       $43.75    $54.88
       third        $48.50    $55.25
       fourth       $31.75    $52.75
1988   first        $33.75    $39.50
       second       $29.38    $35.63
       third        $30.50    $34.25
       fourth       $32.38    $35.00
1989   first        $34.63    $38.25
       second       $36.63    $48.50
       third        $43.64    $49.88
       fourth       $39.50    $45.25
1990   first        $39.50    $44.38
       second       $35.50    $42.25
       third        $29.88    $37.50
       fourth       $30.63    $37.75
1991   first        $35.75    $42.63
       second       $39.75    $44.38
       third        $39.38    $46.63
       fourth       $35.88    $42.25
1992   first        $42.25    $47.88
       second       $41.50    $49.13
       third        $43.88    $48.25
       fourth       $46.00    $53.63
1993   first        $50.63    $55.38
       second       $47.50    $54.75
       third        $47.75    $51.38
       fourth       $47.50    $58.13
1994   first        $53.38    $58.38
       second       $50.63    $54.88
       third        $48.38    $51.63
       fourth       $46.75    $53.38
1995   first        $50.13    $55.00
       second       $52.00    $55.75
       third        $53.00    $55.50
       fourth       $52.88    $64.38
1996   first        $59.25    $70.75
       second       $64.50    $71.63
       third        $64.00    $70.13
       fourth       $69.50    $78.50
1997   first        $71.63    $83.25 *

* through February 19, 1997

                                    -23-

<PAGE>

Management's responsibility for financial statements

The management of the Company has prepared and is responsible for the
consolidated financial statements and related financial information
included in this report.  These financial statements were prepared in
accordance with generally accepted accounting principles.  These
financial statements necessarily include amounts determined using
management's best judgments and estimates.
   The Company's accounting and other control systems provide
reasonable assurance that assets are safeguarded and that the books
and records reflect the authorized transactions of the Company.
Underlying the concept of reasonable assurance is the premise that
the cost of control not exceed the benefit derived.  Management
believes that the Company's accounting and other control systems
appropriately recognize this cost/benefit relationship.
   The Company's independent accountants, Price Waterhouse LLP,
provide an independent assessment of the degree to which management
meets its responsibility for fairness in financial reporting.  They
regularly evaluate the Company's system of internal accounting control
and perform such tests and other procedures as they deem necessary to
reach and express an opinion on the financial statements.  The Price
Waterhouse LLP report appears on page 49.
   The Audit Committee of the Board of Directors is responsible for
reviewing and monitoring the Company's financial reports and accounting
practices to ascertain that they are appropriate in the circumstances.
The Audit Committee consists of five non-management directors, and
meets to discuss audit and financial reporting matters with
representatives of financial management, the internal auditors and
the independent accountants.  The internal auditors and the independent
accountants have direct access to the Audit Committee to review the
results of their examinations, the adequacy of internal accounting
controls and the quality of financial reporting.


John J. Curley                  Douglas H. McCorkindale
Chairman, President and         Vice Chairman, Chief Financial
Chief Executive Officer         and Administrative Officer




Management's discussion and analysis of results of operations and
   financial position

Basis of reporting
Following is a discussion of the key factors which
have affected the Company's business over the last three years.  This
commentary should be read in conjunction with the Company's financial
statements, the 11-year summary of operations and the Form 10-K
information that appear in the following sections of this report.
   The Company's fiscal year ends on the last Sunday of the calendar year.
The Company's 1996 fiscal year ended on December 29, 1996 and encompassed
a 52-week period.  The Company's 1995 fiscal year encompassed a 53-week
period, and its 1994 year encompassed a 52-week period.


Business acquisitions, exchanges and dispositions

Exchange of radio stations for television station
On December 9, 1996, the Company concluded a transaction to acquire
WTSP-TV, the CBS affiliate in Tampa-St.  Petersburg, Fla., in exchange
for radio stations KIIS/KIIS-FM in Los Angeles, KSDO/KKBH-FM in San Diego
and WDAE/WUSA-FM in Tampa.  This transaction was completed under the
terms of an asset exchange agreement.
   For financial reporting purposes, the Company recorded the exchange
as two simultaneous but separate events; that is, a sale of radio
stations for which a non-cash gain was recognized, and the acquisition
of the television station accounted for under the purchase method.
The gain reported on the exchange was measured by the difference between
the estimated current fair value of the assets exchanged over the
Company's carrying value or basis in the properties it exchanged.
The Company estimated the fair value of the assets exchanged to be
$170 million, while its carrying value or basis in the radio stations
was approximately $12 million.  In the fourth quarter of 1996, therefore,
for financial reporting purposes, the Company reported a pre-tax,
non-cash, non-operating gain of $158 million on the exchange. The
television station acquired in the exchange was recorded at estimated
fair value or $170 million.
   On an after-tax basis, this accounting treatment results in a
non-cash increase in earnings of $93 million and earnings per share
of $.66 for the fourth quarter of 1996.

                                    -24-

<PAGE>

Sale of outdoor advertising business
In August 1996, the Company completed the sale of its outdoor
advertising business to Outdoor Systems, Inc. for a selling price
of $713 million in cash.  The Company recorded an after-tax gain
of $295 million or $2.09 per share on this sale.  The gain and outdoor
operating results for the period leading up to the sale, are reported
as a discontinued operation in the Company's financial statements.

Sale of Multimedia Entertainment
In December 1996, the Company sold its television entertainment
programming business, Multimedia Entertainment, which had been
acquired in December 1995 as part of the acquisition of Multimedia,
Inc.  ("Multimedia").  The selling price for this transaction
approximated the value assigned to it by the Company upon acquisition.
Therefore, no gain was recognized on the sale.
   The operating results for Multimedia Entertainment for the
period leading up to the sale are reported as a discontinued operation
in the Company's financial statements.

Other dispositions
In May 1996, the Company sold radio stations WMAZ/WAYS-FM in Macon, Ga.,
which were acquired in 1995 as part of the Multimedia purchase.  Also in
1996, the Company sold Louis Harris and Associates, Inc., a polling and
research business, and Gannett Community Directories, a community
telephone directory business.  The sale of these businesses did not
materially affect the Company's results of operations or financial
position.

Restatement of financial statements and business segment information
The Company's previously issued financial statements for 1996 and prior
years have been restated to reflect the classification of the outdoor
and entertainment businesses as discontinued operations.
   Prior to their sale, the operating results of the outdoor and
entertainment businesses were reported within the Company's "Other
Businesses" segment.  These two businesses were the largest within
that segment and are now reported as discontinued operations and,
therefore, are no longer reported with business segment information.
   The "Other Businesses" segment also included the alarm security
business, acquired in the Multimedia, Inc. purchase, and certain other
smaller businesses, including Telematch, Gannett Direct Marketing
Services and Gannett TeleMarketing.  In the aggregate, these remaining
businesses are not material in relation to the Company's consolidated
operating results or financial condition (less than 1%).  Accordingly,
the Company has elected to change its business segment reporting to
eliminate this "Other Businesses" segment. The alarm security business
is now reported with the cable business (cable and security segment)
with which it is headquartered and managed. The other smaller businesses
mentioned above are now reported in the newspaper publishing segment with
which they are managed.  The accompanying Business Segment Information
for 1994, 1995 and 1996 has been restated to reflect these changes.

Prior-year transactions
In December 1995, the Company completed the acquisition of Multimedia.
Multimedia's principal business operations included 10 local daily
newspapers, five television stations, two radio stations (sold in 1996),
a cable television division, television entertainment programming (sold
in 1996) and an alarm security company.
   The consideration paid for Multimedia totaled $1.8 billion, and the
assumption of Multimedia liabilities of approximately $0.5 billion.
This acquisition was accounted for under the purchase method of
accounting and Multimedia's results of operations are included in the
Company's financial statements from the acquisition date.
   In May 1994, the Company purchased Nursing Spectrum, which publishes
a group of biweekly periodicals specializing in advertising for nursing
employment. In December 1994, the Company purchased television station
KTHV-TV in Little Rock, a CBS affiliate.  These acquisitions were accounted
for under the purchase method of accounting, and consideration paid included
cash and shares of the Company's common stock.  The acquisitions were
not material to the Company's financial position or results of
operations.
   In November 1994, the Company sold its newspaper in Stockton, Calif., and
realized a gain which is reflected in non-operating income.

Results of operations
Consolidated summary


In millions of dollars, except per share amounts

                          1996   Change   1995   Change   1994  Change
                         ------  ------  ------  ------  ------ ------
Operating revenues       $4,421    18%   $3,744     4%   $3,583    5%
Operating expenses       $3,355    15%   $2,922     5%   $2,787    3%
Operating income         $1,066    30%   $  822     3%   $  796   14%
Income from continuing
 operations, excluding
 gain on exchange of
 broadcast stations      $  531    15%   $  459     1%   $  455   17%
After-tax gain on
 exchange of broadcast
 stations                $   93    ---        0    ---        0   ---
Income from
 continuing operations,
 as reported             $  624    36%   $  459     1%   $  455   17%
Earnings per share
 from continuing
 operations, excluding
 gain on exchange of
 broadcast stations      $ 3.77    15%   $ 3.28     4%   $ 3.16   19%
Earnings per share
 from gain on exchange
 of broadcasting
 stations                $  .66    ---        0    ---        0   ---
Earnings per share from
 continuing operations,
 as reported             $ 4.43    35%   $ 3.28     4%   $ 3.16   19%

                                    -25-

<PAGE>

   A discussion of the operating results of each of the Company's
principal business segments and other factors affecting financial
results follows.  Operating cash flow amounts presented with business
segment information represent operating income plus depreciation and
amortization of intangible assets.  Such cash flow amounts vary from net
cash flow from operating activities presented in the Consolidated
Statements of Cash Flows, because cash payments for interest and taxes
are not reflected therein, nor are the cash flow effects of non-operating
items, discontinued operations or changes in certain operations-related
balance sheet accounts.

Newspapers
In addition to its local newspapers, the Company's newspaper
publishing operations include USA TODAY, USA WEEKEND and Gannett Offset
commercial printing.  The reported financial results of the newspaper
segment for 1996 were materially impacted by the incremental earnings
contributions of the 10 newspapers acquired in the Multimedia purchase
in December 1995.  Newspaper results for 1996 include a full year of
operations for these properties, compared with just one month in 1995.
   A second important factor in the year-to-year improvement was the
dramatic growth in revenues and profits at USA TODAY.  Ad revenues at
USA TODAY rose 30% for the year.
   Newspaper earnings were also favorably affected in 1996 by reduced
losses at The Detroit News, where the impact of the strike, in its
second year, was dramatically lower.  In the fourth quarter of 1996,
The Detroit News reported a profit, compared with a substantial loss
a year ago.  The Company expects continued improvement in operating
results from Detroit in 1997.
   The cost of newsprint in 1996 was again an important factor in
operating results. Prices peaked in early 1996, after climbing for
20 consecutive months. In March a decline began that continued through
the end of the year.  For the full year, newsprint prices were 11%
higher than in 1995, but in the fourth quarter of 1996, prices were 20%
below 1995 levels.
   Newspaper operating revenue and earnings gains were tempered by the
shorter reporting period in 1996 (52 weeks vs. 53 weeks).
   Newspaper operating results were as follows:

In millions of dollars

                        1996   Change   1995   Change   1994   Change
                       ------  ------  ------  ------  ------  ------
Revenues               $3,502     7%   $3,260     3%   $3,177     5%
Expenses               $2,716     6%   $2,558     5%   $2,443     5%
                       ------  ------  ------  ------  ------  ------
Operating income       $  786    12%   $  702    (4%)  $  734     8%
                       ======  ======  ======  ======  ======  ======
Operating cash flow    $  948    11%   $  851    (4%)  $  885     7%


   Newspaper operating revenues: Newspaper operating revenues are
derived principally from advertising and circulation sales, which
accounted for 69% and 26%, respectively, of total newspaper revenue
in 1996.  Other newspaper publishing revenues are mainly from commercial
printing businesses.  The table below presents these components of
reported revenue for the last three years. In this comparison of
newspaper advertising revenues and volume and circulation revenues,
changes from 1995 to 1996 are impacted by the shorter reporting period
in 1996.

Newspaper publishing revenues, in millions of dollars

                        1996   Change   1995   Change   1994   Change
                       ------  ------  ------  ------  ------  ------
Advertising            $2,418     9%   $2,219     3%   $2,153     7%
Circulation            $  918     6%   $  869     2%   $  849     1%
Commercial printing
  and other            $  166    (3%)  $  172    (2%)  $  175     3%
                       ------  ------  ------  ------  ------  ------
Total                  $3,502     7%   $3,260     3%   $3,177     5%
                       ======  ======  ======  ======  ======  ======


   In the tables that follow, newspaper advertising linage, circulation
volume statistics and related revenue results are presented on a
pro-forma basis for newspapers owned at the end of 1996.  The Multimedia
newspapers acquired in December 1995 are included as if they were owned
throughout the period covered by these comparisons.

Advertising revenue, in millions of dollars (pro forma)

                        1996   Change   1995   Change   1994   Change
                       ------  ------  ------  ------  ------  ------
Local                  $  839     --   $  837     1%   $  835     2%
National               $  394    16%   $  341     5%   $  324    11%
Classified             $  814     5%   $  773     7%   $  720    14%
                       ------  ------  ------  ------  ------  ------
Total Run-of-Press     $2,047     5%   $1,951     4%   $1,879     8%
Preprint and other
   advertising         $  368    (2%)  $  374     3%   $  354     4%
                       ------  ------  ------  ------  ------  ------
Total ad revenue       $2,415     4%   $2,325     4%   $2,233     7%
                       ======  ======  ======  ======  ======  ======

Advertising linage, in millions of inches, and preprint distribution
(pro forma)


                        1996   Change   1995   Change   1994   Change
                       ------  ------  ------  ------  ------  ------
Local                    33.0    (4%)    34.4    (4%)    36.0     --
National                  2.4     5%      2.3    (1%)     2.3     8%
Classified               35.8     1%     35.5     3%     34.5     8%
                       ------  ------  ------  ------  ------  ------
Total Run-of-Press       71.2    (1%)    72.2    (1%)    72.8     4%
                       ======  ======  ======  ======  ======  ======
Preprint distribution
(millions)              6,402    (1%)   6,495     3%    6,290     3%


   Reported newspaper ad revenues for 1996 were $198.3 million greater
than in 1995, a 9% increase, while pro-forma ad revenues presented above
reflect a 4% increase.  The variance in the percentage increase relates
to the results of the Multimedia newspapers.
   Pro-forma local ad revenues were down less than 1% for the year, while
related linage was off 4%.  Local ad rate increases were implemented at
most newspapers in 1996.  Trends in both local revenue and linage improved
over the second half of 1996.

                                    -26-

<PAGE>

   Strong gains were achieved in pro-forma national ad revenues and volume,
up 16% and 5%, respectively, driven by USA TODAY, which reported a 30%
increase in ad revenues and linage for the year.
   While USA TODAY's ad volume gains were buoyed by the Summer Olympics and
to a lesser extent the fall political elections, it achieved volume
improvement throughout the year and in most major advertising
categories, including travel, financial, retail, telecommunications and
technology.
   Pro-forma classified revenues rose 5% on a 1% gain in linage.  Revenue
gains were achieved in the top three classified categories, automotive,
employment and real estate.  Of these, employment was strongest, up 9%.
Ad rates were higher in all categories.
   Looking to 1997, the Company expects further growth in ad revenues, to be
led by gains in classified at most properties, as well as continued overall
revenue improvement in Detroit.  Changes in national economic factors such
as interest rates, employment levels and the rate of general economic growth
will have an impact on revenues at all of the Company's newspaper operations.
   Newspaper circulation revenues rose 6% or $48.5 million in 1996, mainly
because of added revenues from the Multimedia newspapers and gains at USA
TODAY. Circulation revenues were lower in Detroit because of the strike.
   On a pro-forma basis, local morning circulation declined 1%.  Of the
Company's local morning circulation newspapers, 15 of 58 achieved higher
volume for 1996.  Evening circulation continued to decline, reflecting
the national trend.  In total, evening circulation was off 8%, as 28 of
34 newspapers reported lower volume.  The Company has plans to change
publication cycles from evening to morning for one or more newspapers in
1997 and also plans to consolidate the evening Rochester Times-Union
with the morning publication, Democrat and Chronicle.
   For the Company's Sunday newspapers, total circulation was down 4%.
Most of the evening and Sunday circulation volume loss was attributable
to the strike in Detroit.  The Company expects circulation volume in
Detroit to stabilize in 1997.
   USA TODAY's average daily paid circulation for 1996 rose 4% to 2,163,941.
Circulation revenues at USA TODAY rose 4%.  USA TODAY reported an average
daily paid circulation of 2,130,847 in the ABC Publisher's Statement for
the six months ended September 29, 1996, which, subject to audit, is a 3%
increase for the comparable period a year ago.
   Circulation volume at certain of the Company's newspapers was affected
by management efforts to reduce less valuable outstate or fringe circulation,
which is costly to deliver.
   In 1997, efforts will be continued to better manage the quality of the
circulation base and related costs.  Management also plans further
circulation price increases.  Over the three-year period 1995-1997, price
increases will have been implemented at most of the Company's newspapers.
Circulation volume and revenues at Detroit are recovering from the impact
of the strike and are expected to continue to do so.  The Company expects
further circulation revenue growth at most of its newspaper properties
in 1997.
   Pro-forma circulation volume for the Company's local
newspapers is summarized in the table below:

Average net paid circulation, in thousands (pro forma)

                        1996   Change   1995   Change   1994   Change
                       ------  ------  ------  ------  ------  ------
Local Newspapers
   Morning              3,338    (1%)   3,385     --    3,389     1%
   Evening              1,011    (8%)   1,098    (8%)   1,192    (5%)
                       ------  ------  ------  ------  ------  ------
   Total daily          4,349    (3%)   4,483    (2%)   4,581    (1%)
   Sunday               5,929    (4%)   6,207    (3%)   6,394    (1%)

   For 1995, reported advertising revenues were $66.6 million greater
than in 1994, a 3% increase, while pro-forma advertising revenues reflect
a 4% increase.
   The strongest growth in 1995 was in classified, reflecting gains in
employment and automotive advertising, which were experienced at most of
the Company's local newspapers.  National advertising revenues reflect
significant improvement also, principally from gains at USA TODAY.  USA
TODAY advertising linage grew 3% and advertising revenues rose 7%.
   Local advertising linage was down slightly in 1995, reflecting the
impact of the strike in Detroit and generally soft conditions for the
retail industry.
   The Company increased advertising rates at certain newspapers in 1995
and ad revenue was also favorably impacted by the additional week in the
1995 fiscal year.  Advertising revenue growth was adversely impacted by
the strike in Detroit.

In millions, as reported

        Newspaper advertising
Year          revenues
- - ----    ---------------------
1987           $1,787
1988           $1,909
1989           $2,018
1990           $1,917
1991           $1,853
1992           $1,882
1993           $2,005
1994           $2,153
1995           $2,219
1996           $2,418

   Newspaper circulation revenues rose 2% or $19.7 million in 1995,
reflecting added revenues in December from Multimedia newspapers,
the favorable impact of the 53rd week in fiscal year 1995 and
circulation price increases at certain newspapers.  Circulation revenues
were adversely affected by the strike in Detroit.  On a pro-forma basis,
morning circulation rose 0.3%, reflecting gains at 17 of 57 newspapers.
Evening newspaper circulation continued to decline, reflecting the national
trend.  In total, evening circulation was off nearly 6%, as 29 of 35
newspapers reported lower volume.  For the Company's Sunday newspapers,
total circulation was down 3%.  Most of the evening and Sunday circulation
volume loss was attributable to the strike in Detroit.

                                    -27-

<PAGE>

   USA TODAY reported an average daily paid circulation of 2,059,017 in
the ABC Publisher's Statement for the six months ended September 24, 1995,
a 2% increase from the comparable period in 1994.  For the full year of 1995,
USA TODAY circulation volume and revenue rose 2% and 3%, respectively.
   In 1994, newspaper advertising revenues rose $148 million or 7%.
Classified linage growth of 8% was broad-based and translated to a 14%
increase in revenues.  In the classified category, gains in employment
advertising were strongest, followed by automotive.
   National ROP advertising volume rose 8% in 1994 and related revenues
increased 11%, reflecting gains at USA TODAY, USA WEEKEND and at most of
the Company's local newspapers, with strong improvement in the South and
Gulf Coast groups, which benefited from advertising related to new casino
operations.
   For local ROP advertising, 1994 linage was even with 1993,
while revenues rose 2%.
   Newspaper circulation revenues rose $11 million or 1% in 1994.  Morning
newspaper circulation in total rose 1% for the year, reflecting gains at
28 of 49 newspapers.  Evening circulation was off 5% as 19 of 32 newspapers
reported lower volume.  For the Company's 66 Sunday newspapers, total
circulation was 1% lower compared to 1993, as 25 newspapers reported
gains and 41 reported lower volume.
   USA TODAY reported an average daily paid circulation of 2,009,523 in
the ABC Publisher's Statement for the six months ended September 25, 1994.
For the full year 1994, USA TODAY circulation volume and revenue increased
1%.

In millions, as reported

       Newspaper circulation
Year         revenues
- - ----   ---------------------
1987          $645
1988          $686
1989          $718
1990          $730
1991          $777
1992          $807
1993          $839
1994          $849
1995          $869
1996          $918

   Newspaper operating expenses:  Newspaper operating expenses rose
$157.2 million or 6% for 1996.  Most of this increase relates to the
impact of the Multimedia newspapers and higher newsprint costs.
Newsprint expense for the year, including the effect of Multimedia
newspapers, rose 15%, reflecting greater consumption, up 4%, and higher
average costs per ton, up 11% from 1995.  Newsprint prices peaked in
early 1996 and then declined steadily through the end of the year.  For
the fourth quarter, newsprint prices were below that of 1995.
   Some suppliers have announced plans to increase newsprint prices in 1997,
however, it is not certain at this time if market conditions will
support these plans.  In the absence of any newsprint price changes in
1997, the Company's average cost per ton will be approximately 25% lower
in 1997 because of the carryover effect of 1996 price reductions.
   Payroll costs for newspaper operations rose 4% in 1996, reflecting the
Multimedia purchase, partially offset by savings in Detroit.  Year-end
employment levels were down slightly from a year ago.  Salary and wage
increases for 1997 are expected to be modest and headcount levels are
not expected to change significantly.
   Strike-related costs in Detroit, principally security and property
damage, were significantly lower for the full year of 1996 than they were
for the last six months of 1995 which were affected by the strike.  Further
cost savings are expected in Detroit for 1997, particularly in the first
half of the year.
   Newspaper operating expenses rose $115 million or 5% in 1995.  The impact
of newsprint price increases had a dramatic effect on costs.  In total,
newsprint expense rose 33%.  The average cost per ton of newsprint
consumed in 1995 rose more than 40% from 1994's average cost.  For 1995,
the Company's consumption declined nearly 5%.
   Payroll costs for newspaper operations rose 2% in 1995.  Year-end
employment levels were down slightly, principally because of reduced
staffing requirements at the Detroit operations, reflecting efficiencies
of the replacement worker group.
   Newspaper costs were also affected significantly in 1995 by incremental
costs in Detroit related to the strike, including security costs, repair
costs from strike-related damage and costs for employees "loaned" to
Detroit from other newspapers to assist in publishing operations.
   Newspaper operating expenses rose $107 million or 5% in 1994.  Newsprint
costs rose 1%, which reflected increased consumption and slightly lower
average prices.  Payroll costs for newspaper operations rose 3% in 1994.
Employment levels were down slightly, in part because of the sale of the
Company's newspaper in Stockton, Calif.
   Newspaper operating income:  Operating income for the newspaper segment
rose $84.7 million or 12% for 1996, reflecting the incremental contribution
of Multimedia newspapers and sharply improved results at USA TODAY and
The Detroit News.  Higher newsprint prices and the shorter reporting period
tempered these earnings gains for the full year of 1996.  For 1997, the
Company expects earnings growth to be favorably affected by lower newsprint
prices, as well as further improvement at Detroit.  Additionally, the
Company expects broad-based revenue growth throughout its local newspaper
group in 1997 from improved volume and pricing initiatives.  These higher
revenues, coupled with lower newsprint costs and only modest increases in
non-newsprint costs, should drive newspaper earnings significantly above
1996 levels.
   Operating income for the newspaper segment declined $32 million in 1995,
primarily because of sharply higher newsprint costs and the effect of
the strike in Detroit.  With the principal exception of Detroit, most of
the Company's other local newspapers reported improved operating income,
as advertising and circulation revenue gains, coupled with cost
controls, more than offset the impact of newsprint price increases.  At
USA TODAY, earnings declined as newsprint expense increased more than
40%.

                                    -28-

<PAGE>

   Operating income for the newspaper segment rose $57 million or 8%
in 1994.  Advertising revenue gains at virtually all of the Company's
newspaper operations, led principally by classified advertising,
provided the impetus for the profit gains.  Most of the Company's local
newspapers reported higher earnings in 1994.  USA TODAY earnings rose on
an advertising revenue increase of 7%.

Broadcasting
Broadcasting operations at the end of 1996 included 16
television stations and five radio stations.  This reflects the December
9, 1996 trade of six radio stations for one television station
(discussed on page 24).
   Over the last three years, the Company's broadcasting revenues,
expenses, operating income and operating cash flows were as follows:

In millions of dollars

                        1996   Change   1995   Change   1994   Change
                       ------  ------  ------  ------  ------  ------
Revenues               $  687    47%   $  466    15%   $  407     2%
Expenses               $  390    38%   $  283     2%   $  278   (11%)
                       ------  ------  ------  ------  ------  ------
Operating income       $  297    63%   $  183    42%   $  129    49%
                       ======  ======  ======  ======  ======  ======
Operating cash flow    $  349    64%   $  213    35%   $  158    34%


  Total broadcasting revenues rose $220.7 million or 47% in 1996.  This
increase includes the effect of the December 1995 acquisition of five
television stations from Multimedia.  On a pro-forma basis, broadcasting
revenues rose 12% for the year.
   For television, pro-forma local and national advertising revenues
both increased 14% over 1995.  Nine of the Company's television stations
are NBC affiliates and revenues related to NBC's carriage of the 1996
Olympic Games in Atlanta, where the Company owns the NBC affiliate,
contributed a significant portion of the growth.  The incremental effect
of political advertising also enhanced revenue performance.  Total
broadcasting revenues at the Company's other seven affiliates increased
slightly on a pro-forma basis.
   For the Company's five radio stations, pro-forma revenues rose 5%.
Local and national sales increased in all three markets.  A summary of
pro-forma revenues for broadcasting stations owned at the end of 1996 is
as follows:

Pro-forma broadcast revenues, in millions of dollars


                        1996   Change   1995   Change   1994   Change
                       ------  ------  ------  ------  ------  ------
Revenues               $  685    12%   $  610     9%   $  559    14%


   Reported operating costs for broadcast rose $106 million or 38%,
reflecting ownership of the Multimedia television stations for all of
1996.  On a pro-forma basis, operating costs rose 3%.  Pro-forma
payroll costs were up 3% and program amortization decreased 2%.
   For the second year in a row, operating income from broadcasting
reached a record high, climbing to $297.3 million in 1996.  The 63%
increase reflects the full year's operating results from the Multimedia
acquisition in December 1995, an overall strong revenue performance in
most markets throughout the year, augmented by the impact of the Summer
Olympics, strong political advertising and continued emphasis on cost
control.  Broadcast earnings comparisons were tempered by the shorter
reporting period in 1996.
   For 1997, the Company expects increased revenues and operating earnings
in broadcasting.  In early 1997, to comply with FCC conditions related to
the Multimedia acquisition, the Company exchanged its television
stations in Cincinnati and Oklahoma City for television stations in
Buffalo and Grand Rapids, which reduced the number of television
households available to the Company.  This reduction in available
households, along with the absence of incremental revenues generated
from the Summer Olympics and political advertising in 1996, will result
in much more moderate revenue and earnings increases for 1997.
   Total broadcasting revenues rose $60 million or 15% in 1995, which
reflects the December 1995 acquisition of five television stations and two
radio stations from Multimedia, along with the December 1994 acquisition of
a television station.  On a pro-forma basis, broadcasting revenues rose
9%.
   For television, pro-forma local and national advertising revenues
rose 13% and 6%, respectively.  Television revenues were favorably
impacted by the strength of NBC programming and improved late local news
ratings in a number of markets.  Pro-forma radio station revenues
improved 8%, reflecting generally strong advertising demand.
   Reported operating costs for broadcast rose just $6 million or 2% in 1995.
Programming and promotion costs were down for the year.  The improvement
in broadcast earnings for 1995 reflects earnings gains at all but two
television stations and two radio stations, the additional week in
fiscal 1995 and the Multimedia acquisition in December 1995.
   Total broadcasting revenues rose $10 million or 2% for 1994, which reflects
the sale of four radio stations and the Company's television station in
Boston in 1993.  On a pro-forma basis, radio station revenues rose 20%.
For television, pro-forma local and national ad revenues rose 12% and
16%, respectively.  Television revenue results for 1994 were favorably
affected by the Winter Olympics, political advertising and a stronger
economy.  The improvement in operating earnings for 1994 reflects
earnings gains at all but one of the Company's smaller broadcast
markets, as well as the positive effect of the sale of four radio
stations and the Boston television station in 1993.

In millions, as reported

Year   Broadcast revenues
- - ----   ------------------
1987         $357
1988         $391
1989         $408
1990         $397
1991         $357
1992         $371
1993         $397
1994         $407
1995         $466
1996         $687

                                    -29-

<PAGE>


Cable and security
As part of the Multimedia purchase, the Company acquired a cable
television business and an alarm security business, both headquartered
in Wichita, Kan.  At the end of 1996, the cable television business
served 465,000 subscribers in five states and the alarm security business
served approximately 111,000 customers primarily in 10 states.  Operating
results from the cable television and alarm security businesses for the
full year of 1996 and the month of December 1995 were as follows:

In millions of dollars

                     1996    1995
                     ----    ----

Revenues             $233    $ 18
Expenses             $186    $ 13
                     ----    ----
Operating income     $ 47    $  5
                     ====    ====
Operating cash flow  $112    $  9


   On a pro-forma basis, cable television revenues increased 10% in 1996.
This revenue increase reflects a 2% increase in basic subscribers and
higher monthly subscription rates.  The number of pay subscribers
declined 1%.  All revenue categories, including advertising and
pay-per-view, increased.  On a pro-forma basis, alarm security revenues
increased 37% in 1996, reflecting the December 1995 purchase of
approximately 18,000 accounts, additional account installations and
purchases (net of account disconnects), and an increase in average
monitoring revenue per account.
   Cable television pro-forma operating costs increased 9%.  Program
costs were up 11% and payroll costs increased 5% in 1996.  Alarm security
costs increased 29% on a pro-forma basis.
   Multichannel television systems will continue, and may increase,
competitive pressure on the Company's cable television operations.
However, in 1997 the Company expects to increase cable television
revenues and operating earnings.  The alarm security business is also
expected to increase both revenues and earnings in 1997.

Consolidated operating expenses
Over the last three years, the Company's consolidated operating expenses
were as follows:

Consolidated operating expenses, in millions of dollars

                        1996   Change   1995   Change   1994   Change
                       ------  ------  ------  ------  ------  ------
Cost of sales          $2,368    12%   $2,110     7%   $1,968     2%
Selling, general
 and admin. expenses   $  699    13%   $  619    (2%)  $  630     6%
Depreciation           $  193    34%   $  144    (2%)  $  146    (1%)
Amortization of
  intangible assets    $   94    91%   $   49    12%   $   44     1%


   Cost of sales for 1996 rose $258.1 million or 12%.  Principal factors
contributing to the increase were the incremental costs of Multimedia
properties and higher average newsprint prices for the year.  Newsprint
expense rose 15% for the year, including the cost of Multimedia consumption.
Total newsprint consumption for 1996 was 4% greater than in 1995.
   The overall increase in cost of goods sold was tempered by the favorable
impact of lower strike-related costs in Detroit and the shorter (by one week)
reporting period in 1996.
   Selling, general and administrative costs (SG&A) rose $80.4 million or
13% for 1996.  Most of this increase relates to incremental costs of
Multimedia properties.
   Depreciation expense rose $49.3 million or 34% for 1996, while amortization
of intangibles rose $45 million or 91%.  Both increases are primarily the
result of incremental costs associated with the Multimedia properties.
   For 1997, changes in all cost categories are expected to return to more
traditional levels, however, cost of goods sold is expected to be
favorably affected by lower newsprint prices.
   Cost of sales for 1995 rose $141.7 million or 7%.  The principal factor
contributing to this increase was the dramatic rise in newsprint prices,
which began in 1994. Newsprint expense rose 33% for the year as the average
cost per ton consumed was 40% higher than in 1994.  Newsprint consumption
in 1995 was reduced by 5%.  Other factors contributing to the increase
include strike-related costs in Detroit, the additional week in the 1995
fiscal year and the operating results for Multimedia businesses for December
1995.
   SG&A declined $10.4 million or 2% in 1995, as reduced charitable
contributions ($20 million lower than in 1994) more than offset modest
increases in other SG&A costs.  Promotion costs were also lower in 1995,
particularly for broadcasting.
   Depreciation expense declined $2 million or 2% in 1995, principally
because certain assets from previous acquisitions became fully depreciated.
Amortization of intangible assets was $5 million or 12% higher in 1995
because of amortization for December of the intangible assets recorded in
connection with the Multimedia acquisition.

                                    -30-

<PAGE>

   Cost of sales for 1994 rose $40 million or 2%, reflecting increases
in newsprint and payroll expenses for newspapers and lower television
programming costs (principally because of the sale at the end of 1993
of the Company's station in Boston).  The increase in SG&A costs of
$37 million or 6% is attributed to generally higher sales and promotion
costs and higher charitable contributions.
   Payroll and newsprint costs, the largest elements of the Company's
operating expenses, are presented below, expressed as a percentage of
total pre-tax operating expenses.

                                   1996    1995    1994
                                  ------  ------  ------
Payroll and employee benefits      40.2%   43.7%   45.1%
Newsprint and other production
   material                        21.4%   21.6%   18.7%


Non-operating income and expense
Interest expense for 1996 rose $83.4 million or 160%, reflecting
commercial paper borrowings in December 1995 to finance the acquisition
of Multimedia.  Interest expense for 1997 is expected to be substantially
lower because of the pay down of these borrowings.  The Company's
financing activities are discussed further in the Financial Position
section of this report.
   Other non-operating income includes a December 1996 pre-tax gain of
$158 million upon the exchange of broadcast stations, which is more
fully discussed on page 24 of this report.
   Interest expense for the full year of 1995 rose $7 million or 14%.
For the period prior to the Multimedia acquisition, the Company's interest
expense was below year-ago levels as outstanding debt had been reduced
substantially.  For December, interest expense rose sharply because of
commercial paper borrowings to finance the acquisition.
   Interest expense declined $6 million or 11% in 1994, reflecting lower
average borrowings, partially offset by higher average borrowing rates.
   Other non-operating income for 1995 was below 1994. Amounts reported
for 1994 reflect a gain on the sale of the Company's newspaper in
Stockton, Calif.

Provision for income taxes
The Company's effective income tax rate for continuing operations was
42.6% in 1996, 40.6% in 1995 and 40.5% in 1994.  The increase in the
effective tax rate for 1996 is attributable to amortization of
non-deductible intangible assets recorded in connection with the
Multimedia acquisition.  The Company expects its effective tax rate to
decline in 1997, as incremental earnings will be taxed at the lower,
statutory rate.

Income from continuing operations
Excluding the non-recurring gain on the exchange of broadcast stations,
the Company reported earnings and earnings per share from continuing
operations of $530.5 million or $3.77 per share, both record highs, up
15% from record results in 1995.  Earnings from Multimedia properties,
net of related amortization, interest and taxes, contributed to the gain.
Strong results at USA TODAY and other broadcast stations were also
important factors, along with diminishing strike-related effects in
Detroit.  The Company's operating income, which excludes interest expense
and other non-operating items, reached $1.066 billion in 1996, an increase
of $244 million or 30%.
   The average number of shares outstanding for 1996 totaled 140,891,000,
slightly higher than in 1995, reflecting shares issued for employee stock
awards.
   In 1995, earnings from continuing operations totaled $459.4 million
or $3.28 per share.  Average shares outstanding for 1995 totaled 140,156,000,
nearly 3% lower than in 1994.  Earnings progress in 1995 was fueled by
strong broadcast results, which helped offset the impact of higher
newsprint prices and the strike in Detroit.
   For 1994, earnings from continuing operations totaled $455.4 million
(up 17%) or $3.16 per share (up 19%).  Average shares outstanding for
1994 totaled 144,276,000, 1.5% lower than in 1993.  Significant earnings
progress from newspaper and broadcast operations contributed to the gain.

Discontinued operations
The Company's outdoor advertising business, owned since 1979, and its
television entertainment business, acquired with Multimedia in
December 1995, were both sold in 1996.  An after-tax gain, classified
with discontinued operations, was recorded on the sale of outdoor, which
totaled $295 million or $2.09 per share.  The selling price for the
entertainment business approximated the value assigned to it upon
acquisition and, therefore, no gain was recognized.
   Earnings from these businesses for the period they were owned leading
up to the date of sale, are also reported as income from discontinued
operations and collectively amounted to $24.5 million or $.17 per share
in 1996, compared with $17.9 million or $.13 per share in 1995 and
$10.0 million or $.07 per share in 1994.  The increase for 1996 relates
principally to nearly a full year of ownership of the entertainment
business, compared with only one month in 1995.
   The financial statements for prior periods have been restated to
separate earnings from these businesses from the Company's continuing
operations.

In millions

             Income from
Year    Continuing Operations
- - ----    ---------------------

1987           $299
1988           $341
1989           $374
1990           $355
1991           $292
1992           $341
1993           $389
1994           $455
1995           $459
1996           $530*, $624

*Before non-recurring gain from exchange of broadcast stations


                                    -31-

<PAGE>

Net income
Net income for 1996 totaled $943.1 million or $6.69 per share, compared
with $477.3 million or $3.41 per share in 1995.  Results in 1996 include
after-tax earnings from discontinued operations of $319.1 million or
$2.26 per share, plus an after-tax gain of $93 million or $.66 per share
on the exchange of broadcast stations.
   In 1995, net income rose $12 million or 3% to $477 million and
earnings per share reached $3.41, up 6% from $3.23 in 1994.
   Net income rose $68 million or 17% in 1994.  On a per share basis, net
income reached $3.23, up 19% from $2.72 in 1993.
   The Company's return on shareholders' equity, based on earnings from
continuing operations, is presented in the table below.

In percentages, before non-recurring gains and accounting principle changes

        Return on shareholder's
Year            equity
- - ----    -----------------------
1987             19.6
1988             20.1
1989             19.8
1990             17.5
1991             16.2
1992             21.9
1993             22.3
1994             24.4
1995             23.2
1996             20.9

   The percentage return on equity shown above for 1996 declined from
1995 because the results of discontinued operations, including the gain
on the sale of outdoor, and the gain on the exchange of broadcast stations
are included in shareholders' equity, but are excluded from the amount
of earnings from continuing operations used in the calculation.

Other matters
Federal Communications Commission Rules restrict ownership of newspapers,
broadcast and cable businesses in the same market.  In conjunction with
the Multimedia acquisition, the Company obtained temporary waivers with
respect to these rules.  (This and other regulatory matters are more fully
discussed in the 10-K section of this report on pages 57-61.)
   To comply with these rules, the Company completed an exchange transaction
in January 1997, with Argyle Television, Inc., to acquire WZZM-TV
(ABC-Grand Rapids/Kalamazoo/Battle Creek) and WGRZ-TV (NBC-Buffalo) in
exchange for WLWT-TV (NBC-Cincinnati) and KOCO-TV(ABC-Oklahoma City).  This
transaction has no impact on the Company's 1996 financial statements and will
be recorded in the first quarter of 1997.
   Also in January 1997, the Company entered into an agreement to acquire
KNAZ-TV (NBC-Flagstaff, Ariz.) and KMOH-TV (WB-Kingman, Ariz.).

Financial Position

Liquidity and capital resources
The principal changes in the Company's financial position for 1996
include the paydown of debt by $955 million from operating cash flow
and the after-tax proceeds from the sale of the outdoor and entertainment
businesses.
   The increase in property, plant and equipment in 1996 reflects
capital spending of $260 million plus amounts recorded in connection with
the exchange of broadcast stations. This exchange also contributed to an
increase in intangible assets.  Property, plant and equipment and intangible
assets also reflect declines because of the sale of the outdoor and
entertainment businesses.
   The Company's consolidated operating cash flow (defined as operating
income plus depreciation and amortization of intangible assets) totaled
$1.354 billion in 1996 compared with $1.015 billion in 1995 and
$986 million in 1994.  The increase of $339 million or 33% in 1996
reflects the contribution of Multimedia properties along with the
operating improvement for broadcast, USA TODAY and Detroit.  The table
below presents operating cash flow as a percent of sales over the last
10 years.

          Operating cash flow
Year     as a percent of sales
- - ----     ---------------------
1987             26.8
1988             26.3
1989             27.4
1990             25.8
1991             23.1
1992             24.4
1993             26.1
1994             27.5
1995             27.1
1996             30.6

   Working capital, or the excess of current assets over current
liabilities, totaled $47.6 million at the end of 1996 and $41.3 million
at the end of 1995.  Certain key measurements of the elements of working
capital for the last three years are presented in the following chart:

                                  1996      1995      1994
                                --------  --------  --------
Current ratio                   1.1-to-1  1.1-to-1  1.2-to-1
Accounts receivable turnover       7.7       7.2       7.9
Newsprint inventory turnover       7.1       7.6       9.6


A summary of debt transactions in 1996 follows:

In millions of dollars

Long-term debt at end of 1995*        $2,859
Payments in 1996                        (955)
                                      -------
Long-term debt at end of 1996*        $1,904

*including current portion

                                    -32-

<PAGE>

   The Company's operations have historically generated strong positive
cash flow, which, along with the Company's program of issuing commercial
paper and maintaining bank revolving credit agreements, has provided
adequate liquidity to meet the Company's requirements, including
requirements for acquisitions.
   The Company regularly issues commercial paper for cash requirements
and maintains a revolving credit agreement equal to or in excess of any
commercial paper outstanding.  The Company's commercial paper has been
rated A-1 and P-1 by Standard & Poor's Corporation and Moody's Investors
Service, Inc., respectively. Further, the Company has filed a shelf
registration statement with the Securities and Exchange Commission under
which up to $1.5 billion of additional debt securities may be issued.
The Company's Board of Directors has established a maximum aggregate
level of $3.5 billion for amounts which may be raised through borrowings
or the issuance of equity securities.
   In the absence of major cash outlays for acquisitions, the Company
expects to repay a significant portion of its commercial paper obligations
and other long-term debt from 1997 operating cash flow.
   Note 4 to the Company's financial statements on page 41 of this report
provides further information concerning commercial paper transactions
and the Company's revolving credit agreements.
   The Company has a capital expenditure program (not including business
acquisitions) of approximately $258 million planned for 1997, including
approximately $25 million for land and buildings or renovation of
existing facilities, $216 million for machinery and equipment and cable
and alarm security systems, and $17 million for vehicles and other assets.
Management reviews the capital expenditure program periodically and
modifies it as required to meet current business needs.  It is expected
that the 1997 capital program will be funded from operating cash flow.

Capital stock
In 1994, the Company purchased 8 million shares of its common stock
under a previously authorized program, at a cost of $399 million.  Share
repurchases were not significant in 1995 or 1996.
   Certain of the shares acquired by the Company have been reissued for
acquisitions or in settlement of employee stock awards.  The remaining
shares are held as treasury stock.
   An employee 401(k) Savings Plan was established in 1990 which includes
a Company matching contribution in the form of Gannett stock.  To fund
the Company's matching contribution, an Employee Stock Ownership Plan
(ESOP) was formed which acquired 1,250,000 shares of Gannett stock from
the Company for $50 million.  The stock purchase was financed with a
loan from the Company.
   The Company's common stock outstanding at December 29, 1996 totaled
141,317,705 shares, compared with 140,564,645 shares at December 31, 1995.

Dividends
Dividends declared on common stock amounted to $200.1 million in 1996,
compared with $193.4 million in 1995, reflecting an increase in the
dividend rate and a greater number of shares outstanding.

              Dividends declared
Year               per share
- - ----          ------------------
1987                $ .94
1988                $1.02
1989                $1.11
1990                $1.21
1991                $1.24
1992                $1.26
1993                $1.30
1994                $1.34
1995                $1.38
1996                $1.42


   In October 1996, the quarterly dividend was increased from $.35 to
$.36 per share.

Cash dividends                     Payment date    Per share
                                   ------------    ---------
1996           4th Quarter         Jan. 2, 1997       $.36
               3rd Quarter         Oct. 1, 1996       $.36
               2nd Quarter         July 1, 1996       $.35
               1st Quarter         April 1, 1996      $.35
1995           4th Quarter         Jan. 2, 1996       $.35
               3rd Quarter         Oct. 2, 1995       $.35
               2nd Quarter         July 1, 1995       $.34
               1st Quarter         April 1, 1995      $.34


Effects of inflation and changing prices
The Company's results of operations and financial condition have not
been significantly affected by inflation and changing prices.  In all
of its principal businesses, subject to normal competitive conditions,
the Company generally has been able to pass along rising costs through
increased selling prices.  Further, the effects of inflation and changing
prices on the Company's property, plant and equipment and related
depreciation expense have been reduced as a result of an ongoing capital
expenditure program and because of the availability of replacement assets
with improved technology and efficiency.

                                    -33-

<PAGE>


<TABLE>
CONSOLIDATED BALANCE SHEETS
In thousands of dollars
<CAPTION>

                                                Dec. 29, 1996           Dec. 31, 1995
                                                -------------           -------------
<S>                                            <C>                     <C>

ASSETS
Current assets
Cash                                           $      27,179           $      46,962
Marketable securities, at cost
  which approximates market                            4,023                      23
Trade receivables (less allowance for
  doubtful receivables of $18,942 and
  $22,182, respectively)                             569,095                 587,896
Other receivables                                     47,850                  33,663
Inventories                                           73,621                 111,653
Prepaid expenses                                      44,837                  73,887
                                                ------------            ------------
Total current assets                                 766,605                 854,084
                                                ------------            ------------
Property, plant and equipment:
Land                                                 174,838                 138,601
Buildings and improvements                           770,456                 739,510
Cable and security systems
  and outdoor advertising structures                 481,053                 665,471
Machinery, equipment and fixtures                  1,926,058               1,894,893
Construction in progress                              70,995                 121,191
                                                ------------            ------------
Total                                              3,423,400               3,559,666
Less accumulated depreciation                     (1,429,340)             (1,488,979)
                                                ------------            ------------
Net property, plant and equipment                  1,994,060               2,070,687
                                                ------------            ------------
Intangible and other assets:
Excess of acquisition cost over the
value of assets acquired (less
amortization of $569,527 and $491,743,
respectively)                                      3,393,931               3,386,600
Investments and other assets (Note 5)                195,001                 192,429
                                                ------------            ------------
Total intangible and other assets                  3,588,932               3,579,029
                                                ------------            ------------
Total assets                                   $   6,349,597           $   6,503,800
                                                ============            ============

</TABLE>

                                    -34-

<PAGE>

<TABLE>

CONSOLIDATED BALANCE SHEETS
In thousands of dollars
<CAPTION>

                                                Dec. 29, 1996           Dec. 31, 1995
                                                -------------           -------------
<S>                                            <C>                     <C>

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt (Note 4)  $      23,302           $      90,751
Accounts Payable
  Trade                                              236,560                 255,864
  Other                                               25,278                  23,730
Accrued liabilities
  Compensation                                        93,165                  80,554
  Interest                                            11,361                  13,355
  Other                                              126,832                 182,386
Dividend payable                                      51,890                  49,208
Income taxes (Note 7)                                 46,098                  15,071
Deferred income                                      104,510                 101,853
                                                ------------            ------------
Total current liabilities                            718,996                 812,772
                                                ------------            ------------
Deferred income taxes (Note 7)                       396,170                 327,916
Long-term debt (Note 4)                            1,880,293               2,767,880
Postretirement medical and life
  insurance liabilities (Note 6)                     301,729                 305,700
Other long-term liabilities                          121,591                 143,884
                                                ------------            ------------
Total liabilities                                  3,418,779               4,358,152
                                                ------------            ------------
Shareholders' equity (Notes 4 and 8):
Preferred stock, par value $1: Authorized
  2,000,000 shares: Issued, none
Common stock, par value $1:  Authorized
  400,000,000 shares: Issued, 162,210,366
  shares, as to both years                           162,210                 162,210
Additional paid-in capital                            86,126                  76,811
Retained earnings                                  3,654,681               2,923,752
Foreign currency translation adjustment                                      (12,258)
                                                ------------            ------------
                                                   3,903,017               3,150,515
Less Treasury stock, 20,892,661 shares and
  21,645,721 shares, respectively, at cost          (942,609)               (973,272)
Deferred compensation related to ESOP (Note 8)       (29,590)                (31,595)
                                                ------------            ------------
Total shareholders' equity                         2,930,818               2,145,648
                                                ------------            ------------
Commitments and contingent liabilities
  (Note 9)
                                                ------------            ------------
Total liabilities and shareholders' equity     $   6,349,597           $   6,503,800
                                                ============            ============
</TABLE>

                                    -35-

<PAGE>

<TABLE>
CONSOLIDATED STATEMENTS OF INCOME
In thousands of dollars
<CAPTION>

Fiscal year ended                               Dec. 29, 1996   Dec. 31, 1995   Dec. 25, 1994
                                                -------------   -------------   -------------
<S>                                             <C>             <C>             <C>
Net operating revenues:
Newspaper advertising                           $ 2,417,550     $ 2,219,250     $ 2,152,671
Newspaper circulation                               917,677         869,173         849,461
Broadcasting                                        686,936         466,187         406,608
Cable and Security                                  232,500          17,831               0
All other                                           166,444         171,426         174,655
                                                -------------   -------------   -------------
Total                                             4,421,107       3,743,867       3,583,395
                                                -------------   -------------   -------------
Operating expenses:
Cost of sales and operating expenses,
   exclusive of depreciation                      2,367,848       2,109,743       1,968,021
Selling, general and administrative expenses,       699,484         619,125         629,535
   exclusive of depreciation
Depreciation                                        193,011         143,739         146,054
Amortization of intangible assets                    94,359          49,328          44,110
                                                -------------   -------------   -------------
Total                                             3,354,702       2,921,935       2,787,720
                                                -------------   -------------   -------------
Operating income                                  1,066,405         821,932         795,675
                                                -------------   -------------   -------------
Non-operating income (expense):
Interest expense                                   (135,563)        (52,175)        (45,624)
Interest income                                       6,727           7,514           3,239
Other                                               149,098          (3,760)         11,706
                                                -------------   -------------   -------------
Total                                                20,262         (48,421)        (30,679)
                                                -------------   -------------   -------------
Income before income taxes                        1,086,667         773,511         764,996
Provision for income taxes                          462,700         314,100         309,600
                                                -------------   -------------   -------------
Income from continuing operations                   623,967         459,411         455,396
Discontinued operations:
Income from the operation of discontinued
   operations, net of income taxes of
   $17,940, $12,100 and $7,100, respectively         24,540          17,851          10,003
Gain from the sale of discontinued
   operations, net of income taxes of $195,000      294,580
                                                -------------   -------------   -------------
Total income from discontinued operations           319,120          17,851          10,003
                                                -------------   -------------   -------------
Net income                                      $   943,087     $   477,262     $   465,399
                                                =============   =============   =============
Earnings per share:
Earnings per share from continuing operations         $4.43           $3.28           $3.16
Earnings from discontinued operations:
   Discontinued operations, net of tax                $0.17           $0.13           $0.07
   Gain from sale of discontinued operations,
   net of tax                                         $2.09
                                                -------------   ------------    -------------
Net income per share                                  $6.69           $3.41           $3.23
                                                =============   ============    =============
</TABLE>

                                    -36-

<PAGE>


<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
In thousands of dollars
<CAPTION>
Fiscal year ended                                     Dec. 29, 1996     Dec. 31, 1995     Dec. 25, 1994
                                                      -------------     -------------     -------------
<S>                                                   <C>               <C>               <C>
Cash flows from operating activities:
Net Income                                            $     943,087     $     477,262     $     465,399
Adjustments to reconcile net income to operating
  cash flows
Discontinued operations                                    (319,120)          (17,851)          (10,003)
Depreciation                                                193,011           143,739           146,054
Amortization of intangibles                                  94,359            49,328            44,110
Deferred income taxes                                        68,254            23,636           (40,623)
Other, net                                                 (117,854)           40,775            42,933
Increase in receivables                                     (50,046)          (23,093)          (49,978)
Decrease (increase) in inventories                           16,489           (46,998)             (140)
Decrease (increase) in film broadcast rights                  1,755             5,910            (1,008)
(Decrease) increase in accounts payable                     (25,659)           33,561            29,368
Increase (decrease) in interest and taxes payable            20,784           (14,053)           35,374
Change in other assets and liabilities, net                (218,191)          (68,755)           52,811
                                                      -------------     -------------     -------------
Net cash flow from operating activities                     606,869           603,461           714,297
                                                      -------------     -------------     -------------
Cash flows from investing activities:
Purchase of property, plant and equipment                  (260,047)         (183,536)         (144,854)
Payments for acquisitions, net of cash acquired                            (1,834,862)          (28,258)
Change in other investments                                 (17,513)           (3,326)          (23,500)
Proceeds from sale of certain assets                        778,716             2,324           130,387
Collection of long-term receivables                           3,248             5,030             1,658
                                                      -------------     -------------     -------------
Net cash provided by (used for) investing activities        504,404        (2,014,370)          (64,567)
                                                      -------------     -------------     -------------
Cash flows from financing activities:
Proceeds from long-term debt                                                2,054,000
Payments of long-term debt                                 (954,924)         (464,973)          (85,265)
Dividends paid                                             (197,417)         (191,947)         (194,465)
Cost of common shares repurchased                            (1,443)                           (399,336)
Proceeds from issuance of common stock                       26,964            16,200             4,219
                                                      -------------     -------------     -------------
Net cash (used for) provided by financing activities     (1,126,820)        1,413,280          (674,847)
                                                      -------------     -------------     -------------
Effect of currency exchange rate change                        (236)              362            (6,126)
(Decrease) increase in cash and cash equivalents            (15,783)            2,733           (31,243)
Balance of cash and cash equivalents at
  beginning of year                                          46,985            44,252            75,495
                                                      -------------     -------------     -------------
Balance of cash and cash equivalents at end of year   $      31,202     $      46,985     $      44,252
                                                      =============     =============     =============
</TABLE>

                                    -37-

<PAGE>


<TABLE>
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
In thousands of dollars
Fiscal years ended
December 25, 1994
December 31, 1995
and December 29, 1996
<CAPTION>
                                                                       Foreign                  Deferred
                             Common stock  Additional                 currency                compensation
                                $1 par      paid-in      Retained    translation   Treasury     related
                                value       capital      earnings    adjustment     stock       to ESOP       Total
                             ------------ ------------ ------------- ----------- ------------ ------------ ------------
<S>                          <C>          <C>          <C>           <C>         <C>          <C>          <C>
Balance: Dec. 26, 1993          $162,212      $70,938    $2,366,246     $(9,442)   $(643,787)    $(38,247)  $1,907,920
                             ------------ ------------ ------------- ----------- ------------ ------------ ------------
Net income, 1994                                            465,399                                            465,399
Dividends declared, 1994:
 $1.34 per share                                           (192,696)                                          (192,696)
Treasury stock acquired                                                             (399,336)                 (399,336)
Stock options exercised                          (924)                                 8,014                     7,090
Stock issued under
 incentive plan                                  (692)                                 5,636                     4,944
Tax benefit derived from
 stock incentive plans                          2,996                                                            2,996
Stock issued in connection
 with acquisition                               4,286                                 21,274                    25,560
Compensation expense
 related to ESOP                                                                                    3,322        3,322
Tax benefit from ESOP                                           491                                                491
Foreign currency
 translation adjustment                                                  (3,452)                                (3,452)
                             ------------ ------------ ------------- ----------- ------------ ------------ ------------
Balance: Dec. 25, 1994          $162,212      $76,604    $2,639,440    ($12,894) ($1,008,199)    ($34,925)  $1,822,238
                             ------------ ------------ ------------- ----------- ------------ ------------ ------------
Net income, 1995                                            477,262                                            477,262
Dividends declared, 1995:
 $1.38 per share                                           (193,415)                                          (193,415)
Stock options exercised                        (2,042)                                21,931                    19,889
Stock issued under
 incentive plan                                (2,380)                                12,996                    10,616
Tax benefit derived from
 stock incentive plans                          4,629                                                            4,629
Compensation expense
 related to ESOP                                                                                    3,330        3,330
Tax benefit from ESOP                                           465                                                465
Foreign currency
 translation adj./other               (2)                                   636                                    634
                             ------------ ------------ ------------- ----------- ------------ ------------ ------------
Balance: Dec. 31, 1995          $162,210      $76,811    $2,923,752    ($12,258)   ($973,272)    ($31,595)  $2,145,648
                             ------------ ------------ ------------- ----------- ------------ ------------ ------------
Net income, 1996                                            943,087                                            943,087
Dividends declared, 1996:
 $1.42 per share                                           (200,099)                                          (200,099)
Treasury stock acquired                                                               (1,443)                   (1,443)
Stock options exercised                           585                                 26,225                    26,810
Stock issued under
 incentive plan                                   552                                  5,881                     6,433
Tax benefit derived from
 stock incentive plans                          8,178                                                            8,178
Compensation expense
 related to ESOP                                                                                    2,005        2,005
Tax benefit from ESOP                                           435                                                435
Foreign currency
 translation adj./other                                     (12,494)     12,258                                   (236)
                             ------------ ------------ ------------- ----------- ------------ ------------ ------------
Balance: Dec. 29, 1996          $162,210      $86,126    $3,654,681                ($942,609)    ($29,590)  $2,930,818
                             ------------ ------------ ------------- ----------- ------------ ------------ ------------
</TABLE>

                                    -38-

<PAGE>


Notes to consolidated financial statements

Note 1
Summary of significant accounting policies
Fiscal year:  The Company's fiscal year ends on the last Sunday of the
calendar year.  The Company's 1996 fiscal year ended on December 29, 1996,
and encompassed a 52-week period.  The Company's 1995 fiscal year
encompassed a 53-week period, and its 1994 year encompassed a 52-week
period.
   Consolidation: The consolidated financial statements include the
accounts of the Company and its subsidiaries after elimination of all
significant intercompany transactions and profits.
   Operating agencies:  Six of the Company's subsidiaries are
participants in joint operating agencies.  Each joint operating agency
performs the production, sales and distribution functions for the
subsidiary and another newspaper publishing company under a joint
operating agreement.  The Company includes its appropriate portion of
the revenues and expenses generated by the operation of the agencies on
a line-by-line basis in its statement of income.
   Inventories:  Inventories, which consist principally of newsprint,
printing ink, plate material and production film for the Company's
newspaper publishing operations, are valued at the lower of cost
(first-in, first-out) or market.
   Property and depreciation:  Property, plant and equipment is recorded
at cost, and depreciation is provided generally on a straight-line basis
over the estimated useful lives of the assets.  The principal estimated
useful lives are:  buildings and improvements, 10 to 40 years; machinery,
equipment and fixtures and cable and alarm systems, four to 30 years.
Major renewals and improvements and interest incurred during the
construction period of major additions are capitalized.  Expenditures
for maintenance, repairs and minor renewals are charged to expense as
incurred.
   Excess of acquisition cost over fair value of assets acquired:
The excess of acquisition cost over the fair value of assets
acquired represents the cost of intangible assets at the time the
subsidiaries were purchased.  In accordance with Opinion 17 of the
Accounting Principles Board of the American Institute of Certified
Public Accountants, the excess acquisition cost of subsidiaries arising
from acquisitions accounted for as purchases since October 31, 1970
($3.89 billion at December 29, 1996) is being amortized over periods
ranging from 10 to 40 years on a straight-line basis.  Management
continually reviews the appropriateness of the carrying value of the
excess acquisition cost of its subsidiaries and the related amortization
periods.
   Other assets:  The Company's television stations are parties
to program broadcast contracts.  These contracts are recorded at the
gross amount of the related liability when the programs are available
for telecasting.  Program assets are classified as current (as a prepaid
expense) or noncurrent (as an other asset) in the consolidated balance
sheet, based upon the expected use of the programs in succeeding years.
The amount charged to expense appropriately matches the cost of the
programs with the revenues associated with them.  The liability for
these contracts is classified as current or noncurrent in accordance
with the payment terms of the contracts.  The payment period generally
coincides with the period of telecast for the programs, but may be
shorter.
   Retirement plans:  Pension costs under the Company's
retirement plans are actuarially computed.  It is the policy of the
Company to fund costs accrued under its qualified pension plans.
   Postretirement benefits other than pensions:  The Company recognizes the
cost of postretirement medical and life insurance benefits on an accrual
basis over the working lives of employees expected to receive such
benefits.
   Income taxes:  The Company accounts for certain income and
expense items differently for financial reporting purposes than for
income tax reporting purposes.  Deferred income taxes are provided in
recognition of these temporary differences.
   Per share amounts:  All income per share amounts are based on the
weighted average number of common shares outstanding during the year.
   Foreign currency translation:  The income statement of Mediacom,
the Company's Canadian outdoor advertising operation (sold in 1996), has
been translated to U.S. dollars using the average currency exchange rates
in effect during each year.  Mediacom's balance sheet has been translated
using the currency exchange rate as of the end of the accounting period.
The impact of currency exchange rate changes on the translation of
Mediacom's balance sheet has been charged directly to shareholders'
equity.
   Minority interest:  The Company owns a 51% interest in WKYC-TV
in Cleveland, Ohio, and NBC owns a 49% interest.  The financial
statements of WKYC-TV are included in the Company's financial
statements.  The minority interest in operating results is reflected as
an element of non-operating expense in the Consolidated Statements of
Income and the minority interest in the equity of WKYC-TV is reflected
with other long-term liabilities on the Consolidated Balance Sheet.
   Use of estimates:  The preparation of financial statements in conformity
with generally accepted accounting principles requires the use of
estimates and assumptions that affect the reported amount of assets,
liabilities, revenues and expenses.  Actual results could differ from
these estimates.

                                    -39-

<PAGE>

Note 2
Acquisitions, exchanges and dispositions
1996:  On December 9, 1996, the Company concluded a transaction to
acquire WTSP-TV, the CBS affiliate in Tampa, Fla., in exchange for radio
stations KIIS/KIIS-FM in Los Angeles, KSDO/KKBH-FM in San Diego and
WDAE/WUSA-FM in Tampa.  This transaction was completed under the terms of
an asset exchange agreement.
   For financial reporting purposes, the Company recorded the exchange
as two simultaneous but separate events; that is, a sale of radio stations
for which a non-cash gain was recognized, and the acquisition of the
television station to be accounted for under the purchase method.  The
gain reported on the exchange was measured by the difference between the
estimated current fair value of the assets exchanged over the Company's
carrying value or basis in the properties it exchanged.  The Company has
estimated the fair value of the assets exchanged to be $170 million,
while its carrying value or basis in the radio stations was approximately
$12 million.  In the fourth quarter of 1996, therefore, for financial
reporting purposes, the Company reported a pre-tax, non-cash,
non-operating gain of $158 million on the exchange. The television
station acquired in the exchange was recorded at estimated fair value or
$170 million.
   On an after-tax basis, this accounting treatment results in a non-cash
increase in earnings from continuing operations of $93 million or $.66
per share.
   In August 1996, the Company completed the sale of its outdoor
advertising business for $713 million in cash.  The Company recorded an
after-tax gain of $295 million or $2.09 per share on this sale.  The gain
and outdoor operating results for the period leading up to the sale are
reported as discontinued operations in the Company's financial statements.
   In December 1996, the Company sold its television entertainment
programming business, Multimedia Entertainment, which had been acquired
in December 1995 as part of the acquisition of Multimedia.  The selling
price for this transaction approximated the value assigned to it by the
Company upon acquisition.  Therefore, no gain was recognized on the sale.
The operating results for Multimedia Entertainment for the period leading
up to the sale are reported as discontinued operations in the Company's
financial statements.
   Also during 1996, the Company sold radio stations WMAZ/WAYS-FM in
Macon, Ga. (acquired in the Multimedia purchase), Louis Harris and
Associates, Inc. and Gannett Community Directories.  These transactions
did not have a material effect on the Company's operating results or
financial position.
   The following table summarizes, on an unaudited, pro-forma basis,
the estimated combined results of operations of the Company and its
subsidiaries as though the acquisitions, exchanges and dispositions
noted above (except the minor dispositions noted in the preceding
paragraph) were made at the beginning of the year previous to the year
in which the transactions were consummated.  On this basis, these
transactions would have resulted in a pro-forma decrease in net income
per share from continuing operations of $.55, primarily because of the
elimination of the non-recurring after-tax gain of $93 million or $.66
per share recorded on the exchange of broadcast stations.  However, this
pro-forma combined statement does not necessarily reflect the results of
operations as they would have been if the combined companies had
constituted a single entity during those years.

In millions, except per share amounts (pro forma and unaudited)

Fiscal Year                         1996     1995
                                   ------   ------
Operating revenues*                $4,419   $4,218
Income before taxes*               $  957   $  741
Income*                            $  547   $  423
Income per share*                  $ 3.88   $ 3.02

*from continuing operations

   1995:  In December 1995, the Company acquired Multimedia, which
was accounted for under the purchase method of accounting.  Consideration
paid totaled $1.8 billion, plus the assumption of liabilities of
approximately $0.5 billion.
   1994:  In May 1994, the Company purchased Nursing Spectrum, which
publishes a group of biweekly periodicals specializing in advertising
for nursing employment.  In December 1994, the Company purchased
television station KTHV-TV in Little Rock, a CBS affiliate.  These
acquisitions were accounted for under the purchase method of accounting,
and consideration paid included cash and shares of the Company's common
stock.  The acquisitions were not material to the Company's financial
position or results of operations.
   In November 1994, the Company sold its newspaper in Stockton, Calif.,
and realized a gain which is reflected in non-operating income.

                                    -40-

<PAGE>

Note 3
Statement of cash flows
For purposes of this statement, the Company considers its marketable
securities, which are readily convertible into cash (with original
maturity dates of less than 90 days) and consist of short-term
investments in government securities, commercial paper and money market
funds, as cash equivalents.
   Cash paid in 1996, 1995 and 1994 for income taxes and for interest
(net of amounts capitalized) was as follows:

In thousands of dollars

                               1996      1995      1994
                             --------  --------  --------
Income taxes                 $555,642  $316,698  $264,601
Interest                     $142,395  $ 52,094  $ 45,740


   Higher income tax paid in 1996 reflects improved operating results as
well as tax on the gain on the sale of outdoor.  Higher interest payments
relate to borrowings associated with the Multimedia acquisition.
   In 1996, the Company reported a $93 million after-tax non-cash gain
on the exchange of broadcast stations referred to in Note 2.
   In 1995, the Company assumed net liabilities of approximately
$0.5 billion in connection with the Multimedia acquisition.
   In 1994, the Company issued 506,000 shares of its common stock from
treasury valued at approximately $26 million in connection with the
acquisition of KTHV-TV in Little Rock.
   In 1996, 1995 and 1994, the Company issued 136,437 shares, 297,201
shares and 134,243 shares, respectively, in settlement of previously
granted stock incentive rights.  The compensation liability for these
rights of $9.9 million for 1996, $17 million in 1995 and $8 million in
1994 was transferred to shareholders' equity at the time the shares
were issued.

Note 4
Long-term debt
The long-term debt of the Company is summarized below.

In thousands of dollars

                                       Dec. 29, 1996    Dec. 31, 1995
                                       -------------    -------------
Unsecured promissory notes              $ 1,339,078      $ 2,197,358
Notes due 2/1/96, interest at 9.55%              --           17,260
Notes due 3/12/96, interest at 9.5%              --           42,200
Notes due 12/26/97, interest at 10%          23,275           29,890
Notes due 3/1/98, interest at 5.25%         274,401          273,883
Notes due 5/1/00, interest at 5.85%         249,695          249,603
Series notes                                     --           31,000
Unsecured obligations                        16,725           16,725
Other indebtedness                              421              712
                                       -------------    -------------
                                          1,903,595        2,858,631
Less amount included in
 current liabilities                        (23,302)         (90,751)
                                       -------------    -------------
Total long-term debt                    $ 1,880,293      $ 2,767,880


   The unsecured promissory notes at December 29, 1996 were due
from December 30, 1996 to January 23, 1997 with rates varying from 5.35%
to 5.65%.
   The unsecured promissory notes at December 31, 1995 were due
from January 2, 1996 to January 26, 1996 with rates varying from 5.65%
to 5.95%.
   The maximum amount of such promissory notes outstanding at
the end of any period during 1996 and 1995 was $2.2 billion.  The daily
average outstanding balance was $1.873 billion during 1996 and $228
million during 1995.  The weighted average interest rate was 5.4% for
1996 and 5.9% for 1995.
   The series notes were assumed in 1995 in connection with the
acquisition of Multimedia as discussed in Note 2.  These notes, which
were due in varying annual installments from June 1996 to June 2005 with
interest rates ranging from 10.36% to 10.92%, were prepaid by the Company
in January 1996.
   The unsecured obligations are due in 2008 to 2009 and bear interest
at the PSA Municipal Index plus .25%.  At December 29, 1996 and
December 31, 1995 the weighted average interest rates were 4.4% and 5.3%,
respectively.
   At December 29, 1996, the Company had $3.0 billion of credit
available under a revolving credit agreement.  The agreement provides
for a revolving credit period which permits borrowing from time to time
up to the maximum commitment.  The revolving credit period extends to
November 12, 2000.

                                    -41-

<PAGE>

   The commitment fee rate may range from 0.07% to 0.175%, depending
on Standard & Poor's or Moody's credit rating of the Company's senior
unsecured long-term debt.  The rate in effect at December 29, 1996 was
0.09%.  At the option of the Company, the interest rate on borrowings
under the agreement may be at the prime rate, at rates ranging from
0.13% to 0.35% above the London Interbank Offered Rate or at rates
ranging from 0.255% to 0.50% above a certificate of deposit-based rate.
The prime rate was 8.25% and 8.5% at the end of 1996 and 1995,
respectively.  The percentages that will apply will be dependent on
Standard & Poor's or Moody's credit rating of the Company's senior
unsecured long-term debt.
   The revolving credit agreement contains restrictive provisions that
relate primarily to the maintenance of net worth of $1.2 billion.
At December 29, 1996 and December 31, 1995, net worth was $2.9 billion
and $2.1 billion, respectively.
   At December 29, 1996, the unsecured promissory notes are supported
by the $3.0 billion revolving credit agreement and, therefore, are
classified as long-term debt.
   Approximate annual maturities of long-term debt, assuming that
the Company had used the $3.0 billion revolving credit agreement as of
the balance sheet date to refinance existing unsecured promissory notes
on a long-term basis, are as follows:

In thousands of dollars

1997               $    23,302
1998                   274,413
1999                         0
2000                 1,588,772
2001                         0
Later years             17,108
                   -----------
Total              $ 1,903,595
                   ===========


Note 5
Retirement plans
The Company and its subsidiaries have various retirement and profit
sharing plans, including plans established under collective bargaining
agreements and separate plans for joint operating agencies, under which
substantially all full-time employees are covered.  The Gannett
Retirement Plan is the Company's principal retirement plan and covers
most of the employees of the Company and its subsidiaries.  Benefits
under the Gannett Retirement Plan are based on years of service and
final average pay.  The Company's pension plan assets include insurance
contracts, marketable securities including common stocks, bonds and U.S.
government obligations and interest-bearing deposits.
   The Company's pension cost for 1996, 1995 and 1994 is presented in the
following table:

In thousands of dollars

                                    1996       1995       1994
                                  --------   --------   --------
Service cost-benefits earned
   during the period              $ 49,552   $ 32,003   $ 42,070
Interest cost on projected
   benefit obligation               80,300     67,882     65,365
Actual return on plan assets      (148,767)  (204,239)    41,287
Net amortization and deferral
   of actuarial gains               40,406    117,967   (127,176)
                                  --------   --------   --------
Pension expense for Company-
   sponsored retirement plans       21,491     13,613     21,546
Union and other pension cost         3,244      6,550      7,061
                                  --------   --------   --------
Pension cost                      $ 24,735   $ 20,163   $ 28,607
                                  ========   ========   ========

   The majority of the Company's pension plans, including the Gannett
Retirement Plan, have plan assets that exceed accumulated benefit
obligations.  There are certain plans, however, with accumulated benefit
obligations which exceed plan assets.  The tables on the following page
summarize the funded status of the Company's pension plans and the
related amounts that are recognized in the consolidated balance sheet:

                                    -42-

<PAGE>


In thousands of dollars

                                       Plans for which   Plans for which
                                        assets exceed      accumulated
                                         accumulated        benefits
December 29, 1996                          benefits       exceed assets
                                       ---------------   ---------------
Actuarial present value of benefit
 obligations:
Vested benefit obligation              $   793,913       $     37,133
                                       ===============   ===============
Accumulated benefit obligation         $   845,962       $     38,937
                                       ===============   ===============
Projected benefit obligation           $(1,076,930)      $    (60,109)
Plan assets at market value              1,142,962                ---
                                       ---------------   ---------------
Projected benefit obligation
 less than (greater than) plan assets       66,032            (60,109)
Unrecognized net loss                       42,980             11,365
Unrecognized prior service cost              6,481             (1,575)
Unrecognized net (asset)
 obligation at year-end                    (15,323)               463
                                       ---------------   ---------------
Pension asset (liability) reflected
 in consolidated balance sheet         $   100,170       $    (49,856)
                                       ===============   ===============

In thousands of dollars

                                       Plans for which   Plans for which
                                        assets exceed      accumulated
                                         accumulated        benefits
December 31, 1995                          benefits       exceed assets
                                       ---------------   ---------------
Actuarial present value of benefit
 obligations:
Vested benefit obligation              $   726,834       $     34,777
                                       ===============   ===============
Accumulated benefit obligation         $   774,928       $     36,438
                                       ===============   ===============
Projected benefit obligation           $  (995,182)      $    (61,011)
Plan assets at market value                961,492                ---
                                       ---------------   ---------------
Projected benefit obligation
 greater than plan assets                  (33,690)           (61,011)
Unrecognized net loss                      150,630             14,291
Unrecognized prior service cost              9,989              1,433
Unrecognized net (asset)
 obligation at year-end                    (22,768)             1,024
                                       ---------------   ---------------
Pension asset (liability) reflected
 in consolidated balance sheet         $   104,161       $    (44,263)
                                       ===============   ===============

   The projected benefit obligation was determined using an assumed
discount rate of 7.5% and 7.125% at the end of 1996 and 1995,
respectively.  The assumed rate of compensation increase was 5% at the
end of 1996 and 1995.  The assumed long-term rate of return on plan
assets used in determining pension cost was 10%.  Pension plan assets
include 700,700 shares of the Company's common stock valued at $53
million at the end of 1996 and $43 million at the end of 1995.  The
Company made contributions to the Gannett Retirement Plan of $11 million
in 1996 and $45 million in 1995.

Note 6
Postretirement benefits other than pensions
The Company provides health care and life insurance benefits to certain
retired employees.  Employees become eligible for benefits after meeting
certain age and service requirements.
   The cost of providing retiree health care and life insurance benefits
is actuarially determined and accrued over the service period of the
active employee group.
   The table below sets forth the amounts included in the Consolidated
Balance Sheet at December 29, 1996 and December 31, 1995 for
postretirement medical and life insurance liabilities:

In thousands of dollars

Accumulated postretirement
benefit obligation:                      Dec. 29, 1996   Dec. 31, 1995
                                         -------------   -------------
Retirees                                 $  (144,644)    $  (162,654)
Fully eligible active plan participants      (16,313)        (17,517)
Other active plan participants               (63,379)        (70,066)
                                         -------------   -------------
                                            (224,336)       (250,237)
Unrecognized net (gain) loss                 (23,710)          3,590
Unrecognized prior service credit            (53,683)        (59,053)
                                         -------------   -------------
Accrued postretirement benefit cost      $  (301,729)    $  (305,700)
                                         =============   =============

Postretirement benefit cost for health care and life insurance for the
years ended December 29, 1996, December 31, 1995 and December 25, 1994
included the following components:

In thousands of dollars
                                         1996      1995      1994
                                       --------  --------  --------
Service costs - benefits earned
 during the period                     $  3,212  $  2,567  $  4,125
Interest cost on accumulated
 postretirement benefit obligation       14,586    15,722    16,133
Net amortization and deferral            (5,253)   (6,118)   (4,818)
                                       --------  --------  --------
Net periodic postretirement
benefit cost                           $ 12,545  $ 12,171  $ 15,440
                                       ========  ========  ========

   At December 29, 1996, the accumulated postretirement benefit
obligation was determined using a discount rate of 7.5% and a health
care cost trend rate of 9% for pre-age 65 benefits, decreasing to 5%
in the year 2005 and thereafter.  For post-age 65 benefits, the health
care cost trend rate used was 7%, declining to 5% in the year 2001 and
thereafter.
   At December 31, 1995, the accumulated postretirement benefit
obligation was determined using a discount rate of 7.125% and a health
care cost trend rate of 11.5% for pre-age 65 benefits, decreasing to
5.5% in the year 2007 and thereafter.  For post-age 65 benefits, the
health care cost trend rate used was 9.5%, declining to 5.5% in the year
2003 and thereafter.
   The Company's policy is to fund the above-mentioned benefits as claims
and premiums are paid.
   The effect of a 1% increase in the health care cost trend rate used
would result in increases of approximately $13 million in the 1996
accumulated postretirement benefit obligation and $1 million in the
aggregate service and interest components of the 1996 expense.

                                    -43-

<PAGE>

   The Company's retiree medical insurance plan provides limits on the
Company's share of the cost of such benefits it will pay to future
retirees.  The Company's share of these benefit costs also depends on
employee retirement age and length of service.

Note 7
Income taxes
The Company's reported income before taxes is virtually all from domestic
sources.
   The provision for income taxes on income from continuing operations
consists of the following:

In thousands of dollars

1996                              Current   Deferred    Total
                                 --------   --------   --------
Federal                          $333,200   $ 63,255   $396,455
State and other                    61,246      4,999     66,245
                                 --------   --------   --------
Total                            $394,446   $ 68,254   $462,700
                                 ========   ========   ========

In thousands of dollars

1995                              Current   Deferred    Total
                                 --------   --------   --------
Federal                          $243,692   $ 19,809   $263,501
State and other                    46,772      3,827     50,599
                                 --------   --------   --------
Total                            $290,464   $ 23,636   $314,100
                                 ========   ========   ========

In thousands of dollars

1994                              Current   Deferred    Total
                                 --------   --------   --------
Federal                          $296,179   $(33,652)  $262,527
State and other                    54,044     (6,971)    47,073
                                 --------   --------   --------
Total                            $350,223   $(40,623)  $309,600
                                 ========   ========   ========

   In addition to the income tax provision presented above for
continuing operations, the Company has also recorded currently payable
federal and state income taxes on discontinued operations of
$212.9 million in 1996 (including $195 million on the gain on the sale of
the outdoor business), $12.1 million in 1995 and $7.1 million in 1994.
   The provision for income taxes on continuing operations exceeds the U.S.
federal statutory tax rate as a result of the following differences:

Fiscal year:                          1996    1995    1994
                                     ------  ------  ------
U.S. statutory tax rate               35.0%   35.0%   35.0%
Increase in
 taxes resulting from:
State/other income taxes net
 of federal income tax benefit         4.0     3.9     3.4
Goodwill amortization not
 deductible for tax purposes           2.7     1.7     1.5
Other, net                             0.9     ---     0.6
                                     ------  ------  ------
Effective tax rate                    42.6%   40.6%   40.5%
                                     ======  ======  ======

   Deferred income taxes reflect temporary differences in the
recognition of revenue and expense for tax reporting and financial
statement purposes.
   Deferred tax liabilities and assets were composed of the following
at the end of 1996 and 1995:

In thousands of dollars

                                    Dec. 29, 1996    Dec. 31, 1995
                                    -------------    -------------
Liablities:
Accelerated depreciation            $   378,685      $   404,560
Accelerated amortization of
 deductible intangibles                 102,651          100,735
Pension                                  19,405           23,148
Other                                    75,911           32,351
                                    -------------    -------------
Total deferred tax liabilities          576,652          560,794
                                    -------------    -------------
Assets:
Accrued compensation costs              (35,665)         (36,725)
Postretirement medical and life        (119,649)        (119,449)
Other                                   (25,168)         (76,704)
                                    -------------    -------------
Total deferred tax assets              (180,482)        (232,878)
                                    -------------    -------------
Net deferred tax liabilities        $   396,170      $   327,916
                                    =============    =============

                                    -44-

<PAGE>

Note 8
Capital stock, stock options, incentive plans
The weighted average number of common shares outstanding used in the
computation of earnings per share was 140,891,000 in 1996, 140,156,000
in 1995 and 144,276,000 in 1994.
   The Company's 1978 Executive Long-term Incentive Plan (the Plan)
provides for the granting of stock options, stock incentive rights and
option surrender rights to executive officers and other key employees.
During 1996, the Plan was amended to incorporate the following changes:
(i) extend from the last day of the Company's 1997 fiscal year to the
last day of the Company's 2007 fiscal year the time during which awards
may be made; (ii) increase the maximum aggregate number of shares of
Gannett common stock that may be issued by 12,000,000; (iii) restrict
the granting of options to any participant in any fiscal year to no more
than 175,000 shares of common stock; (iv) extend the exercise period for
any stock options to be issued under the Plan from eight to 10 years
after the date of the grant thereof; and (v) provide that shares of
common stock subject to a stock option or other award that is canceled
or forfeited be again made available for issuance under the Plan.
   Stock options are granted to purchase common stock of the Company at
not less than 100% of the fair market value on the day the option is
granted.  The exercise period is eight years for options granted prior
to December 10, 1996 and 10 years for options granted on that date and
subsequent.  The options become exercisable at 25% per year after a
one-year waiting period.
   Stock incentive rights entitle the employee to receive for each such
right, without payment, one share of common stock at the end of an
incentive period, conditioned upon the employee's continued employment
throughout the incentive period.  The incentive period is normally four
years.  During the incentive period, the employee receives cash payments
for each incentive right equivalent to the cash dividend the Company
would have paid had the employee owned the shares of common stock
issuable under the incentive rights.
   Under the terms of the Plan, all outstanding awards will be vested if
there is a change in control of the Company.  Stock options become 100%
exercisable immediately upon a change in control.  Option surrender
rights have been awarded, which are related one-for-one to all
outstanding stock options.  These rights are effective only in the event
of a change in control and entitle the employee to receive cash for
option surrender rights equal to 100% of the difference between the
exercise price of the related stock option and the change-in-control
price (which is the highest price paid for a share of stock as part of
the change in control).  The Plan also provides for the payment in cash
of the value of stock incentive rights based on the change-in-control
price.
   A summary of the status of the Company's stock option and stock
incentive rights plans as of December 29, 1996, December 31, 1995 and
December 25, 1994 and changes during the years ended on those dates is
presented below:

                                                     Weighted average
1996 Stock Options:                     Shares        exercise price
                                      ----------     ----------------
Outstanding at beginning of year       3,966,042           $51.83
Granted                                1,241,480            74.51
Exercised                               (649,419)           43.44
Canceled                                (124,774)           56.35
Outstanding at end of year             4,433,329            59.28
Options exercisable at year end        2,009,927            50.46

Weighted average fair value of
 options granted during the year          $17.85


                                                     Weighted average
1995 Stock Options:                     Shares        exercise price
                                      ----------     ----------------
Outstanding at beginning of year       3,521,874           $46.29
Granted                                1,032,540            63.86
Exercised                               (519,745)           38.77
Canceled                                 (68,627)           47.56
Outstanding at end of year             3,966,042            51.83
Options exercisable at year end        1,829,229            46.03

Weighted average fair value of
 options granted during the year          $12.37


                                                     Weighted average
1994 Stock Options:                     Shares        exercise price
                                      ----------     ----------------
Outstanding at beginning of year       3,041,392           $45.37
Granted                                  726,450            47.29
Exercised                               (235,884)           37.27
Canceled                                 (10,084)           49.69
Outstanding at end of year             3,521,874            46.29
Options exercisable at year end        1,690,704            45.45


The following table summarizes information about stock options
outstanding at December 29, 1996:

                             Weighted
                             average    Weighted               Weighted
Range of      Number        remaining   average     Number     average
exercise    outstanding    contractual  exercise  exercisable  exercise
 prices     at 12/29/96     life (yrs)   price    at 12/29/96   price
- - --------    -----------    -----------  --------  -----------  --------
$36-40        192,313          2.0       $36.16     192,313     $36.16
 41-45        385,877          2.3        44.37     385,877      44.37
 46-48        634,626          6.0        47.25     318,851      47.25
 49-54        403,182          4.1        51.38     396,120      51.36
 55-56        624,887          5.0        55.50     468,525      55.50
 64-69        992,964          7.0        64.15     248,241      64.15
 74-75      1,199,480         10.0        74.75          --         --
            -----------    -----------  --------  -----------  --------
            4,433,329          6.5        59.28   2,009,927      50.46
            ===========    ===========  ========  ===========  ========

                                    -45-

<PAGE>

Stock Incentive Rights
Awards made under the 1978 Plan for stock incentive rights were as follows:

                                   1996      1995      1994
                                 --------  --------  --------
Awards granted                    129,170   152,650   177,977
Weighted average fair
  value of awards                  $17.85    $12.37

   Awards for 1994 are for the four-year period 1995-1998.  Awards for
1995 are for the four-year period 1996-1999.  Awards for 1996 are for
the four-year period 1997-2000.
   In December 1996, 136,437 shares of common stock were issued in
settlement of previously granted stock incentive rights for the
incentive period ended that month.
   Shares available:  Shares available for future grants under the
1978 Plan totaled 12,060,506 at December 29, 1996.
   Pro-forma results:  Statement of Financial Accounting Standards
No. 123, "Accounting for Stock-Based Compensation" (SFAS 123),
establishes a fair value-based method of accounting for employee
stock-based compensation plans, and encourages companies to adopt that
method.  However, it also allows companies to continue to apply the
intrinsic value-based method currently prescribed under Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" (APB 25).  The Company has chosen to continue to report
stock-based compensation in accordance with APB 25, and beginning this
year, provides the following pro-forma disclosure of the effects of
applying the fair value method to all applicable awards granted.  Under
APB Opinion 25 and related Interpretations, no compensation cost has been
recognized for its stock options.  The compensation cost that has been
charged against income for its stock incentive rights was $8 million for
1996, $10 million for 1995 and $13 million for 1994.  Those charges were
based on the grant price of the stock incentive rights recognized over
the four-year earnout periods.  Had compensation cost for the Company's
stock options been determined based on the fair value at the grant date
for those awards as permitted (but not required) under the alternative
method of SFAS 123, the Company's net income and earnings per share would
have been reduced to the pro-forma amounts indicated below:

                                   1996
                                ----------
Net income (in thousands)
   As reported                  $ 943,087
   Pro forma                    $ 941,226
Primary earnings per share
   As reported                     $ 6.69
   Pro forma                       $ 6.68


   The fair value of each option is estimated on the date of grant using
the Black-Scholes option-pricing module with the following weighted-
average assumptions used for grants in 1996 and 1995, respectively:
dividend yield of 2.34% and 2.5%, expected volatility of 15.25% and
15.86%, risk-free interest rates of 5.95% and 5.39% and expected lives
of 7 years and 5.6 years.
   SFAS 123 is applicable to stock compensation awards granted in fiscal
years that begin after December 15, 1994.  Options are granted by the
Company primarily in December and begin vesting over a four-year period.
Options granted in December 1995 are the first significant grants
subject to the pronouncement.  To calculate the pro-forma amounts shown
above, compensation cost was recognized over the four-year period of
service during which the options will be earned.  As a result, options
granted in December 1995 impact the 1996 pro-forma amounts but have no
material effect on the 1995 pro-forma amounts.  Similarly, options
granted in December 1996 have no material effect on the 1996 pro-forma
amounts.  Because the calculations do not take into consideration
pro-forma compensation expense related to grants made prior to 1995, the
pro-forma effect on net income shown for 1996 is not representative of
the pro-forma effect on net income in future years.
   On July 1, 1990, the Company established a 401(k) Savings Plan.  Most
employees of the Company (other than those covered by a collective
bargaining agreement) who are scheduled to work at least 1,000 hours during
each year of employment are eligible to participate in the Plan.
   Employees may elect to save up to 15% of compensation on a pre-tax
basis subject to certain limits.  The Company matches, with Company common
stock, 25% of the first 4% of employee contributions.  To fund the Company's
matching contribution, an Employee Stock Ownership Plan (ESOP) was formed
which acquired 1,250,000 shares of Gannett stock from the Company for $50
million.  The stock purchase was financed with a loan from the Company
and the shares are pledged as collateral for the loan.  The Company
makes monthly contributions to the ESOP equal to the ESOP's debt service
requirements less dividends.  All dividends received by the ESOP are
used to pay debt service.  As the debt is paid, shares are released as
collateral and are available for allocation to participants.

                                    -46-

<PAGE>

   The Company follows the shares allocated method in accounting for its
ESOP. The cost of shares allocated to match employee contributions or to
replace dividends that are used for debt service are accounted for as
compensation expense.  The cost of unallocated shares is reported as
deferred compensation in the financial statements.  The Company may, at
its option, repurchase shares from employees who leave the Plan.  The
shares are purchased at fair market value and the difference between the
original cost of the shares and fair market value is expensed at the
time of purchase.  All of the shares initially purchased by the ESOP are
considered outstanding for earnings per share calculations.  Dividends
on allocated and unallocated shares are recorded as reductions of
retained earnings.
   Compensation expense for the 401(k) match and repurchased shares was
$2.8 million in 1996 and 1995 and $2.6 million in 1994.  The ESOP shares
as of the end of 1996 and 1995 were as follows:

                                   1996        1995
                                ----------  ----------
Allocated shares                  510,237     459,919
Shares released for allocation      9,525       7,325
Unreleased shares                 730,188     782,756
Shares distributed to
   terminated participants         (8,604)     (6,192)
                                ----------  ----------
ESOP shares                     1,241,396   1,243,808
                                ==========  ==========

   In May 1990, the Board of Directors declared a dividend distribution of
one Preferred Share Purchase Right ("Right") for each common share held,
payable to shareholders of record on June 8, 1990.  The Rights become
exercisable when a person or group of persons acquires or announces an
intention to acquire ownership of 15% or more of the Company's common
shares.  Holders of the Rights may acquire an interest in a new series
of junior participating preferred stock, or they may acquire an
additional interest in the Company's common shares at 50% of the market
value of the shares at the time the Rights are exercised.  The Rights
are redeemable by the Company at any time prior to the time they become
exercisable, at a price of $.01 per Right.

Note 9
Commitments, contingent liabilities and other matters
Litigation:  The Company and a number of its subsidiaries are defendants
in judicial and administrative proceedings involving matters incidental to
their business.  The Company's management does not believe that any material
liability will be imposed as a result of these matters.
   Leases:  Approximate future minimum annual rentals payable under non-
cancelable operating leases are as follows:

In thousands of dollars

1997                  $ 31,806
1998                    30,538
1999                    28,404
2000                    26,457
2001                    24,920
Later years             62,146
                      --------
Total                 $204,271
                      ========

   Total minimum annual rentals have not been reduced for future minimum
sublease rentals aggregating approximately $4 million.  Total rental costs
reflected in continuing operations were $41 million for 1996, $40 million
for 1995 and $44 million for 1994.
   In December 1990, the Company adopted a Transitional Compensation Plan
("Plan") which provides termination benefits to key executives whose
employment is terminated under certain circumstances within two years
following a change in control of the Company.  Benefits under the Plan
include a severance payment of up to three years' compensation and
continued life and medical insurance coverage.
   Other matters:  Statement of Financial Accounting Standards No. 107,
"Disclosures About Fair Value of Financial Instruments," requires the
Company to disclose the estimated fair value of its financial
instruments.
   For financial instruments other than long-term debt, including cash
and cash equivalents, trade and other receivables, current maturities
of long-term debt and other long-term liabilities, the amounts reported
on the balance sheet approximate fair value.
   The Company estimates the fair value of its long-term debt, based on
borrowing rates available at December 29, 1996, to be $1.877 billion,
compared with the carrying amount of $1.880 billion.
   Statement of Financial Accounting Standards No. 121, "Impairment of
Long-lived Assets" (SFAS 121), requires the Company to review for possible
impairment, assets to be held for use and assets held for disposal,
whenever events or changes in circumstances indicate that the carrying
amount may not be recoverable, and in such event, to record an
impairment loss.  The Company adopted SFAS 121 in 1996 and evaluated the
recoverability of long-lived assets at its properties.  Adoption of SFAS
121 in 1996 did not have a material impact on the Company's financial
condition or results of operations.

                                    -47-

<PAGE>

Note 10
Business operations and segment information
The Company's primary business activities include newspaper publishing,
which is the largest segment of its operations; television and radio
broadcasting (16 television stations and five radio stations), the
second-largest component; and cable television and alarm security
businesses.  Newsprint, which is the principal product used in the
newspaper publishing business, has been and may continue to be subject
to significant price changes from time to time.  Virtually all of the
Company's operations are in the U.S.
   For financial reporting purposes, the Company has established three
separate business segments: newspapers; broadcasting (television and
radio); and cable and security. Previously, the Company's operations
were reported in four segments: newspapers; broadcasting; cable; and a
segment for all other business operations.
   Concurrent with the sale of the outdoor and entertainment businesses,
which were the largest within the "Other Businesses" segment and which
now are reported as discontinued operations, the Company eliminated this
segment.  The alarm security business previously reported in this segment
is now reported with the cable business (cable and security segment) with
which it is headquartered and managed.  The other smaller businesses
previously reported in the "Other Businesses" segment, including
Telematch, Gannett Direct Marketing and Gannett TeleMarketing, are now
reported in the newspaper publishing segment with which they are managed.
The accompanying Business Segment Information for 1994, 1995 and 1996 has
been restated to reflect these changes.
   The newspaper segment at the end of 1996 consisted of 92 daily newspapers
in 38 states and two U.S. territories, including USA TODAY, a national,
general-interest daily newspaper; and USA WEEKEND, a magazine supplement
for newspapers.  The newspaper segment also includes non-daily publications,
a nationwide network of offset presses for commercial printing, and several
smaller businesses.
   The broadcasting segment's activities include the operation of television
and radio stations.  At the end of 1996, the Company owned 16 television
stations and five radio stations.
   The cable and security segment, which was acquired in connection with
the Multimedia purchase, is headquartered in Wichita, Kan., and serves
465,000 cable television subscribers in five states and approximately
111,000 alarm security customers primarily in 10 states.
   Separate financial data for each of the Company's three business
segments is presented on page 54. Operating income represents total
revenue less operating expenses, depreciation and amortization of
intangibles.  In determining operating income by industry segment,
general corporate expenses, interest expense and other income and
expense items of a non-operating nature are not considered.  Corporate
assets include cash and marketable securities, certain investments,
long-term receivables and plant and equipment primarily used for
corporate purposes.  Interest capitalized has been included as a
corporate capital expenditure for purposes of segment reporting.

                                    -48-

<PAGE>

R
eport of independent accountants

To the Board of Directors and
Shareholders of Gannett Co., Inc.

In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of income, of cash flows and of changes
in shareholders' equity present fairly, in all material respects, the
financial position of Gannett Co., Inc. and its subsidiaries at December
29, 1996 and December 31, 1995, and the results of their operations and
their cash flows for each of the three years in the period ended
December 29, 1996, in conformity with generally accepted accounting
principles.  These financial statements are the responsibility of the
Company's management; our responsibility is to express an opinion on
these financial statements based on our audits.  We conducted our audits
of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant
estimates made by management, and evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable
basis for the opinion expressed above.


Price Waterhouse LLP
Washington, D.C.
February 4, 1997


                                    -49-

<PAGE>


<TABLE>
11-Year Summary
In thousands of dollars,
except per share amounts
<CAPTION>
                                             1996           1995           1994           1993           1992           1991
                                         ----------     ----------     ----------     ----------     ----------     ----------
<S>                                      <C>            <C>            <C>            <C>            <C>            <C>

Net operating revenues:
Newspaper advertising                    $2,417,550     $2,219,250     $2,152,671     $2,005,037     $1,882,114     $1,852,591
Newspaper circulation                       917,677        869,173        849,461        838,706        807,093        777,221
Broadcasting                                686,936        466,187        406,608        397,204        370,613        357,383
Cable and security                          232,500         17,831              0              0              0              0
All other                                   166,444        171,426        174,655        169,903        167,824        134,720
                                         ----------     ----------     ----------     ----------     ----------     ----------
Total (Notes a and b, see page 52)        4,421,107      3,743,867      3,583,395      3,410,850      3,227,644      3,121,915
                                         ----------     ----------     ----------     ----------     ----------     ----------
Operating expenses:
Costs and expenses                        3,067,332      2,728,868      2,597,556      2,520,278      2,440,275      2,399,930
Depreciation                                193,011        143,739        146,054        147,248        139,080        139,268
Amortization of intangible assets            94,359         49,328         44,110         43,771         39,197         39,621
                                         ----------     ----------     ----------     ----------     ----------     ----------
Total                                     3,354,702      2,921,935      2,787,720      2,711,297      2,618,552      2,578,819
                                         ----------     ----------     ----------     ----------     ----------     ----------
Operating income                          1,066,405        821,932        795,675        699,553        609,092        543,096
Non-operating income (expense):
Interest expense                           (135,563)       (52,175)       (45,624)       (51,250)       (50,817)       (71,057)
Other                                       155,825          3,754         14,945          5,350          7,814         14,859
                                         ----------     ----------     ----------     ----------     ----------     ----------
Income before income taxes                1,086,667        773,511        764,996        653,653        566,089        486,898
Provision for income taxes                  462,700        314,100        309,600        264,400        224,900        194,400
                                         ----------     ----------     ----------     ----------     ----------     ----------
Income from continuing operations           623,967 (7)    459,411        455,396        389,253        341,189        292,498
                                         ----------     ----------     ----------     ----------     ----------     ----------
Discontinued operations:
Income from the operation of
   discontinued businesses (net of
   income taxes)                             24,540         17,851         10,003          8,499          4,491          9,151
Gain on disposal of Outdoor business
   (net of income taxes)                    294,580              0              0              0              0              0
                                         ----------     ----------     ----------     ----------     ----------     ----------
Total                                       319,120         17,851         10,003          8,499          4,491          9,151
                                         ----------     ----------     ----------     ----------     ----------     ----------
Income before cumulative effect of
   accounting principle changes             943,087        477,262        465,399        397,752        345,680        301,649
Cumulative effect on prior years of
   accounting principle changes for:
   Income taxes                                   0              0              0              0         34,000              0
   Retiree health and life insurance              0              0              0              0       (180,000)             0
                                         ----------     ----------     ----------     ----------     ----------     ----------
Net income                                 $943,087       $477,262       $465,399       $397,752       $199,680       $301,649
                                         ==========     ==========     ==========     ==========     ==========     ==========
Operating cash flow (6)                  $1,353,775     $1,014,999       $985,839       $890,572       $787,369       $721,985
                                         ----------     ----------     ----------     ----------     ----------     ----------
Per share amounts (1)
Income from continuing operations
   before cumulative effect of
   accounting principle changes               $4.43 (7)      $3.28          $3.16          $2.66          $2.37          $1.94
Net income                                    $6.69          $3.41          $3.23          $2.72          $1.39          $2.00
Dividends declared                             1.42           1.38           1.34           1.30           1.26           1.24
Shareholders' equity (3)                      20.74          15.26          13.04          12.98          10.94          10.71
Weighted average number of common
   and common equivalent shares
   outstanding in thousands (2)             140,891        140,156        144,276        146,474        144,148        150,783
Financial position:
Current assets                             $766,605       $854,084       $650,837       $757,957       $631,447       $636,101
Current liabilities                         718,996        812,772        527,054        455,139        431,551        443,835
Working capital                              47,609         41,312        123,783        302,818        199,896        192,266
Long-term debt excluding current
   maturities                             1,880,293      2,767,880        767,270        850,686      1,080,756      1,335,394
Shareholders' equity                      2,930,818      2,145,648      1,822,238      1,907,920      1,580,101      1,539,487
Total assets                              6,349,597      6,503,800      3,707,052      3,823,798      3,609,009      3,684,080
Selected financial percentages and ratios
Percentage increase (decrease):
Earnings from continuing operations,
   after tax (4)                              15.5% (5)       0.9%          17.0%          14.1%          16.6%         (17.5%)
Earnings from continuing operations,
   after tax, per share (4)                   14.8% (5)       3.8%          18.8%          12.3%          22.0%         (12.4%)
Dividends declared per share                   2.9%           3.0%           3.1%           3.2%           1.6%           2.5%
Book value per share (3)                      35.9%          17.0%           0.5%          18.6%           2.1%         (17.5%)
Credit ratios:
Long-term debt to shareholders' equity        64.2%         129.0%          42.1%          44.6%          68.4%          86.7%
Times interest expense earned                  9.0x          15.8x          17.8x          13.8x          12.1x           7.9x

                                    -50-

<PAGE>


                                             1990           1989           1988           1987           1986
                                         ----------     ----------     ----------     ----------     ----------

Net operating revenues:
Newspaper advertising                    $1,917,477     $2,018,076     $1,908,566     $1,787,077     $1,588,985
Newspaper circulation                       730,426        718,087        685,663        645,356        575,806
Broadcasting                                396,693        408,363        390,507        356,815        351,133
Cable and security                                0              0              0              0              0
All other                                   125,659        115,773        103,217         88,428         75,001
                                         ----------     ----------     ----------     ----------     ----------
Total (Notes a and b, see page 52)        3,170,255      3,260,299      3,087,953      2,877,676      2,590,925
                                         ----------     ----------     ----------     ----------     ----------
Operating expenses:
Costs and expenses                        2,353,281      2,368,160      2,277,254      2,107,035      1,911,377
Depreciation                                135,294        134,119        122,439        110,727         98,162
Amortization of intangible assets            39,649         39,100         39,445         35,974         31,324
                                         ----------     ----------     ----------     ----------     ----------
Total                                     2,528,224      2,541,379      2,439,138      2,253,736      2,040,863
                                         ----------     ----------     ----------     ----------     ----------
Operating income                            642,031        718,920        648,815        623,940        550,062
Non-operating income (expense):
Interest expense                            (71,567)       (90,638)       (88,557)       (85,681)       (79,371)
Other                                        10,689        (18,364)         8,292         15,013         23,076
                                         ----------     ----------     ----------     ----------     ----------
Income before income taxes                  581,153        609,918        568,550        553,272        493,767
Provision for income taxes                  226,600        235,500        228,000        254,500        240,700
                                         ----------     ----------     ----------     ----------     ----------
Income from continuing operations           354,553        374,418        340,550        298,772        253,067
                                         ----------     ----------     ----------     ----------     ----------
Discontinued operations:
Income from the operation of
   discontinued businesses (net of
   income taxes)                             22,410         23,091         23,910         20,623         23,337
Gain on disposal of Outdoor business
   (net of income taxes)                          0              0              0              0              0
                                         ----------     ----------     ----------     ----------     ----------
Total                                        22,410         23,091         23,910         20,623         23,337
                                         ----------     ----------     ----------     ----------     ----------
Income before cumulative effect of
   accounting principle changes             376,963        397,509        364,460        319,395        276,404
Cumulative effect on prior years of
   accounting principle changes for:
   Income taxes                                   0              0              0              0              0
   Retiree health and life insurance              0              0              0              0              0
                                         ----------     ----------     ----------     ----------     ----------
Net income                                 $376,963       $397,509       $364,460       $319,395       $276,404
                                         ==========     ==========     ==========     ==========     ==========
Operating cash flow (6)                    $816,974       $892,139       $810,699       $770,641       $679,548
                                         ----------     ----------     ----------     ----------     ----------
Per share amounts (1)
Income from continuing operations
   before cumulative effect of
   accounting principle changes               $2.22          $2.32          $2.11          $1.85          $1.57
Net income                                    $2.36          $2.47          $2.26          $1.98          $1.71
Dividends declared                             1.21           1.11           1.02           0.94           0.86
Shareholders' equity (3)                      12.98          12.40          11.09           9.94           8.88
Weighted average number of common
   and common equivalent shares
   outstanding in thousands (2)             160,047        161,253        161,622        161,704        161,380
Financial position:
Current assets                             $668,690       $671,030       $665,031       $601,220       $570,589
Current liabilities                         500,203        477,822        500,835        474,775        432,327
Working capital                             168,487        193,208        164,196        126,445        138,262
Long-term debt excluding current
   maturities                               848,633        922,470      1,134,737      1,094,321      1,201,370
Shareholders' equity                      2,063,077      1,995,791      1,786,441      1,609,394      1,433,781
Total assets                              3,826,145      3,782,848      3,792,820      3,510,259      3,365,903
Selected financial percentages and ratios
Percentage increase (decrease):
Earnings from continuing operations,
   after tax (4)                              (5.3%)          9.9%          14.0%          18.1%          11.7%
Earnings from continuing operations,
   after tax, per share (4)                   (4.6%)         10.2%          14.0%          17.8%          11.0%
Dividends declared per share                   9.0%           8.8%           8.5%           9.3%          12.4%
Book value per share (3)                       4.7%          11.8%          11.6%          11.9%          11.7%
Credit ratios:
Long-term debt to shareholders' equity        41.1%          46.2%          63.5%          68.0%          83.8%
Times interest expense earned                  9.1x           7.7x           7.4x           7.5x           7.2x

(1) Per share amounts have been based upon average number of shares
    outstanding during each year, giving retroactive effect to
    adjustment in (2).
(2) Shares outstanding have been converted to a comparable basis by
    reflecting retroactively shares issued for a 2-for-1 stock split
    effective January 6, 1987.
(3) Based upon year-end shareholders' equity and shares outstanding.
(4) Before cumulative effect of accounting principle changes.
(5) Before gain on exchange of broadcasting stations of $93 million
    or $.66 per share.
(6) Operating cash flow represents operating income plus depreciation
    and amortization of intangible assets.
(7) Includes gain on exchange of broadcast stations of $93 million or
    $.66 per share.
</TABLE>

                                    -51-

<PAGE>

Notes to 11-year summary

   (a) The Company and its subsidiaries made the acquisitions listed at
right during the period.  The results of operations of these acquired
businesses are included in the accompanying financial information from
the date of purchase.  Note 2 of the consolidated financial statements
on page 40 contains further information concerning certain of these
acquisitions.
   (b) During the period, the Company sold substantially all of the
assets or capital stock of certain other subsidiaries and divisions of
other subsidiaries.  Note 2 of the consolidated financial statements on
page 40 contains further information concerning certain of these
dispositions.

Acquisitions 1986-1996

1986
Jan. 3       KTKS-FM now KHKS-FM, Dallas
Feb. 18      The Evening News Association
July 14      The Courier-Journal and Louisville Times Company
July 29      KCMO-AM and KBKC-FM, Kansas City
Sept. 16     KHIT-FM, Seattle
Dec. 1       Arkansas Gazette Company

1987
July 15      Gannett Direct Marketing Services, Inc.

1988
Feb. 1       WFMY-TV, Greensboro, N.C.
             WTLV-TV, Jacksonville, Fla.
July 1       New York Subways Advertising Co., Inc. and related companies

1989
Oct. 31      Rockford Magazine
Nov. 6       Outdoor advertising displays merged into New Jersey Outdoor

1990
March 28     Great Falls (Mont.) Tribune
May 17       Ye Olde Fishwrapper
June 18      The Shopper Advertising, Inc.
Sept. 7      Desert Community Newspapers
Dec. 27      North Santiam Newspapers
Dec. 28      Pensacola Engraving Co.

1991
Feb. 11      The Add Sheet
April 3      New Jersey Publishing Co.
Aug. 30      The Times Journal Co., including The Journal Newspapers,
             The Journal Printing Co. (now Springfield Offset) and
             Telematch
Oct. 3       Gulf Breeze Publishing Co.

1992
April 24     Graphic Publications, Inc.

1993
Jan. 30      The Honolulu Advertiser
April 24     Tulare Advance-Register

1994
May 2        Nursing Spectrum
June 9       Altoona Herald-Mitchellville Index and the
             Eastern ADvantage
Dec. 1       KTHV-TV, Little Rock

1995
Dec. 4       Multimedia, Inc.

1996
Dec. 9       WTSP-TV, Tampa-St. Petersburg, Fla.

                                    -52-

<PAGE>


Form 10-K information

Business of the company
Gannett Co., Inc. is a diversified information company that operates
primarily in the U.S.  Approximately 99% of its revenues are from
domestic operations.  Its foreign operations, which are limited, are in
certain European and Asian markets.  Its corporate headquarters is in
Arlington, Va., near Washington, D.C.  It was incorporated in New York
in 1923 and was reincorporated in Delaware in 1972.
   On December 9, 1996, the Company concluded a transaction to acquire
WTSP-TV, the CBS affiliate in Tampa-St.  Petersburg, Fla., in exchange
for radio stations KIIS/KIIS-FM in Los Angeles, KSDO/KKBH-FM in San Diego
and WDAE/WUSA-FM in Tampa.  This transaction was completed under the
terms of an asset exchange agreement.
   For financial reporting purposes, the Company recorded the exchange
as two simultaneous but separate events; that is, a sale of radio
stations for which a non-cash gain was recognized, and the acquisition
of the television station accounted for under the purchase method.
   In August 1996, the Company completed the sale of its outdoor
advertising business to Outdoor Systems, Inc. for a purchase price of
$713 million in cash.  The Company recorded an after-tax gain of
$295 million or $2.09 per share on this sale.
   In December 1996, the Company sold its television entertainment
programming business, Multimedia Entertainment, which had been acquired
in December 1995 as part of the acquisition of Multimedia, Inc.
   Concurrent with the sale of the outdoor and entertainment businesses,
the Company established three principal business segments:  newspaper
publishing, broadcasting, and cable television and alarm security.
   The Company's newspapers make up the largest newspaper group in the
U.S. in circulation.  At the end of 1996, the Company operated 92 daily
newspapers, with a total average daily circulation of approximately 6.5
million for 1996, including USA TODAY.  The Company also publishes USA
WEEKEND, a weekend newspaper magazine, and a number of non-daily
publications.
   On December 29, 1996, the broadcasting division included 16 television
stations in markets with more than 15 million households and five radio
stations in markets with a listening population of almost 15 million.
   The cable business serves 465,000 subscribers in five states.
   The alarm security business, Multimedia Security Service, provides
alarm services to 111,000 customers primarily in 10 states.
   The Company also owns the following:  Gannett News Service, which
provides news services for its newspaper operations; Gannett National
Newspaper Sales, which markets the Company's nationwide newspaper
advertising resources; Gannett Offset, which includes seven non-heatset
printing plants and one heatset printing facility, and coordinates the
sale, marketing and production of regional and national commercial
offset printing.  To offer a nationwide network, Gannett Offset can call
on the resources of Gannett newspapers with offset presses to join the
Company's dedicated commercial printing plants in Atlanta, Ga.;
Chandler, Ariz.; Miramar, Fla.; Nashville, Tenn.; Norwood, Mass.;
Pensacola, Fla.; St.  Louis, Mo.; and Springfield, Va.  The Company also
owns:  electronic information services, including the USA TODAY
Information Network; Gannett Media Technologies International, which
develops and markets software and other products for the publishing
industry; Gannett Direct Marketing Services, a direct marketing company
with operations in Louisville, Ky.; Telematch, a telephone number
appending, data enhancement and data processing service bureau; Nursing
Spectrum, publisher of biweekly periodicals specializing in advertising
for nursing employment; Gannett Digital Xpress, a personalized audio,
fax and text information service; and Gannett TeleMarketing, a telephone
sales and marketing business.

Business segment financial information
Selected financial information for the Company's business segments is
presented on the following page.  For a description of the accounting
policies related to this information, see Note 10 to the Company's
Consolidated Financial Statements.  Operating cash flow amounts
represent operating income plus depreciation and amortization of
intangible assets.

                                    -53-

<PAGE>

In thousands of dollars
Business segment financial information

                                   1996          1995          1994
                                ----------    ----------    ----------
Operating revenues:
Newspaper publishing            $3,501,671    $3,259,849    $3,176,787
Broadcasting                       686,936       466,187       406,608
Cable and Security                 232,500        17,831             0
                                ----------    ----------    ----------
                                $4,421,107    $3,743,867    $3,583,395
                                ----------    ----------    ----------
Operating income:
Newspaper publishing            $  786,235    $  701,569    $  733,925
Broadcasting                       297,332       182,865       128,863
Cable and Security                  47,127         4,801             0
Corporate                          (64,289)      (67,303)      (67,113)
                                ----------    ----------    ----------
                                $1,066,405    $  821,932    $  795,675
                                ----------    ----------    ----------
Depreciation and amortization:
Newspaper publishing            $  161,886    $  148,932    $  150,676
Broadcasting                        51,561        30,107        29,089
Cable and Security                  64,606         4,407             0
Corporate                            9,317         9,621        10,399
                                ----------    ----------    ----------
                                $  287,370    $  193,067    $  190,164
                                ----------    ----------    ----------
Operating cash flow:
Newspaper publishing            $  948,121    $  850,501    $  884,601
Broadcasting                       348,893       212,972       157,952
Cable and Security                 111,733         9,208             0
Corporate                          (54,972)      (57,682)      (56,714)
                                ----------    ----------    ----------
                                $1,353,775    $1,014,999    $  985,839
                                ----------    ----------    ----------
Identifiable assets:
Newspaper publishing            $3,151,385    $3,210,275    $2,574,415
Broadcasting                     1,622,469     1,502,342       643,157
Cable and Security               1,210,000     1,188,536             0
Corporate                          351,526       325,134       256,256
                                ----------    ----------    ----------
                                $6,335,380(1) $6,226,287(1) $3,473,828(1)
                                ----------    ----------    ----------
Capital expenditures:
Newspaper publishing            $  114,114    $  128,256    $  109,997
Broadcasting                        14,400        19,923        11,673
Cable and Security                  77,991        17,447             0
Corporate                           46,874         7,324        17,392
                                ----------    ----------    ----------
                                $  253,379(2) $  172,950(2) $  139,062(2)
                                ----------    ----------    ----------

(1) Excludes assets related to discontinued operations totaling
    $14,217 in 1996, $276,973 in 1995 and $233,224 in 1994
(2) Excludes capital expenditures made for discontinued operations
    totaling $6,668 for 1996, $10,586 for 1995 and $5,792 for 1994


Newspaper publishing
On December 29, 1996, the Company operated 92 daily newspapers,
including USA TODAY, and a number of non-daily local publications,
in 38 states, Guam and the U.S. Virgin Islands.  The Newspaper Division
is headquartered in Arlington, Va., and on December 29, 1996, it had
approximately 32,400 full-time and part-time employees. Newspaper
operating revenues accounted for approximately 89% of the Company's net
operating revenues in 1994, 87% in 1995 and 79% in 1996.
   USA TODAY was introduced in 1982 as the country's first national,
general-interest daily newspaper.  It is available in all 50 states and
is available to readers on the day of publication in the top 100
metropolitan markets in the U.S.
   USA TODAY is produced at facilities in Arlington, Va., and is
transmitted via satellite to offset printing plants around the country.
It is printed at Gannett plants in 21 U.S. markets and under contract at
offset plants in 12 other U.S. markets.  It is sold at newsstands and
vending machines generally at 50 cents a copy.  Mail subscriptions are
available nationwide and abroad, and home and office delivery is offered
in many markets.  Approximately 63% of its net paid circulation results
from single-copy sales at newsstands or vending machines and the
remainder is from home and office delivery, mail and other sales.
   For 1996, USA TODAY's advertising revenues and volume each rose 30%,
and circulation revenues and volume each rose 4%.  USA TODAY's operating
income rose dramatically in 1996.
   USA TODAY International is printed from satellite transmission under
contract in London, Frankfurt and Hong Kong, and is distributed in Europe,
the Middle East, Africa and Asia.  It is available in more than 90
foreign countries.
   The Gannett News Service is headquartered in Arlington, Va., and has
bureaus in nine other states (see page 71 for more information).  Gannett
News Service provides national and regional news coverage and sports,
features, photo and graphic services to Gannett newspapers.
   The newspaper publishing segment also includes USA WEEKEND, which is
distributed as a weekend newspaper supplement in 489 newspapers
throughout the country, with a total circulation of 20 million at the
end of 1996.
   At the end of 1996, 59 of the Company's daily newspapers, including
USA TODAY, were published in the morning and 33 were published in the
evening.
   Individually, Gannett newspapers are the leading news and information
source with strong brand recognition in their markets.  Their durability
lies in the quality of their management, their flexibility, their focus
on such customer-directed programs as NEWS 2000, ADvance and ADQ, and
their capacity to invest in new technology.  Collectively, they form a
powerful network to distribute news and advertising information across
the nation.
   Faced with newsprint-cost pressure, editors combined sharp editing
skills to deliver more information in the same or less amount of space
with expanded public-journalism efforts (including many election-related
programs) which had strong impact in the communities.  The Company's
NEWS 2000 program, designed to meet the changing needs of readers,
prompted greater coverage of key reader-interest topics at each site.

                                    -54-

<PAGE>

   In 1996, the Company continued to implement strategies to increase
its revenues from medium and small advertisers in each market it serves
as part of its ADvance program.  Revenues from these types of advertisers
increased 9% during the year.  Introduced in 1992, ADvance is a program
designed to increase the number of advertisers in the Company's newspapers
and develop marketing partnerships with advertisers.  Significant efforts
will continue to be taken to further implement the ADvance concepts in
1997 to make the Company's personnel increasingly competitive in their
leadership, strategic thinking and marketing skills.
   The Newspaper Division's quality initiative, started in 1995 and known
as ADQ, had a positive impact on our advertising customers and on the
division's financial performance.  The quality of ads, proofs and bills
improved, producing cost efficiencies and revenue gains throughout the group.
   All of the Company's daily newspapers receive the Gannett News Service.
In addition, all subscribe to The Associated Press, and some receive
various supplemental news and syndicated features services.
   The senior executive of each newspaper is the publisher, and the
newspapers have advertising, business, circulation, news, market
development, human resources and production departments.
   Technological advances in recent years have had an impact on the way
newspapers are produced. Computer-based text editing systems capture
drafts of reporters' stories and are then used to edit and produce
type for transfer by a photographic process to printing plates.  All
of the Company's daily newspapers are produced by this method.
"Pagination" enables editors to create a newspaper page by computer,
avoiding all or part of the manual "paste-up" of the page before it
can be converted into a printing plate.  The Company uses pagination
systems at 69 newspaper plants.
   MASS, the Mobile Advertising Sales System, which provides customer
and sales information to sales reps with laptop computers, was installed
at nine additional newspapers in 1996.  There are now 45 Gannett
newspapers installed with MASS and approximately 670 sales reps equipped
with laptops.  Deployment will continue in 1997 with 14 newspapers
slated to receive the system.  Newspapers currently installed with MASS
will add another 320 laptops, fully outfitting the sales staffs at 35
newspapers.
   Celebro Advertising Solutions, originally developed by the Company in
1994 as AdLink, is a suite of software applications that offers major
Realtors the capability to control the design, scheduling and content of
their advertising in the newspaper, on the Internet, and with audio
text-fax back.  The Celebro Real Estate System has been installed at 19
Gannett newspapers and at an additional seven non-Gannett newspapers by
Gannett Media Technologies International (GMTI).  A pilot Celebro Auto
System will be tested in early 1997.
   The Digital Collections integrated text-photo archive system has been
installed at 20 Gannett newspapers, including Rochester, Des Moines,
Louisville, Honolulu, Wilmington and Tucson.  The system stores,
retrieves and distributes text, photos and full-page images of the
newspaper in a digital form that can be searched using an easy-to-use
interface.  GMTI, licensed by DiGiCol, the U.S. subsidiary of Gannett
and Digital Collections Verlagsges.mbH, sells and installs Digital
Collections systems in North and South America.  Installation at Gannett
newspapers will continue in 1997.
   At the end of 1996, Gannett had 15 of its newspaper properties,
including USA TODAY, offering products on the Internet.  The Company
expects to have as many as 30 sites with Internet projects by the end of
1997.  All newspapers experimenting on the Internet in 1995 started new
products in 1996 targeted at different customers.
   In 1996, Gannett moved to position itself for faster online product
implementation, as well as for national marketing, in several joint
ventures.  Our partnerships in InfiNet with Knight-Ridder and Landmark
Communications, New Century Network with eight major media companies,
and CareerPath.com with seven major media companies, are intended to
give Gannett quality technology support, national advertising sales
networked with other online services, and national distribution of
locally developed online content.
   A major part of Gannett's strategy is to create products that
specifically serve online customers with information and services
designed for delivery in the new interactive medium.  Newspapers have
a major opportunity to serve online users' information needs in their
communities, but because it is a different medium, we will not capture
this opportunity by simply replicating the newspaper in its current
print form.
   Much of 1996's activity was intended to understand differences in
online customer preferences, the medium, and how to develop and create
revenue for online services in various product categories.
   We believe that specific products should reflect the specific
customer needs of a market.  Thus, newspapers will offer different
combinations of news, classified, real estate, employment, automotive,
sports, entertainment, tourism and community information services, among
others.
   In the short term, the Company's activities in the online environment
are not expected to be profitable, however, that is, of course, the
longer-term goal.  The Company's spending in these areas is not material
to the results of operations.
   Sixty daily newspaper plants print by the offset process, and 19 plants
print using various letterpress processes.
   In recent years, improved technology for all of the newspapers has
resulted in greater speed and accuracy and in a reduction in the number
of production hours worked per page.
   The principal sources of newspaper revenues are circulation and
advertising.
   Circulation:  The table on the following page summarizes the
circulation volume and revenues of the newspapers owned by the Company
at the end of 1996.  USA TODAY circulation is included in this table.

                                    -55-

<PAGE>

   This table assumes that all newspapers owned by the Company at the end
of 1996 were owned during all years shown:

Circulation: newspapers owned on Dec. 29, 1996

                     Circulation      Daily          Sunday
                       revenues      net paid       net paid
                     in thousands   circulation    circulation
                     ------------   ------------   ------------

1996                   $917,677      6,513,000      5,929,000
1995                   $901,537      6,556,000      6,207,000
1994                   $877,684      6,607,000      6,394,000
1993                   $863,927      6,610,000      6,462,000
1992                   $840,817      6,605,000      6,438,000


   Market conditions forced newsprint prices dramatically higher in 1995
and in the first few months of 1996.  Newspaper conservation programs
held the newsprint consumption increase to 4%, which includes the added
consumption of Multimedia newspapers.  The strike in Detroit resulted in
a loss of circulation volume, which tempered the increase in newsprint
consumption.
   Twenty-one of the Company's local newspapers reported gains in daily
circulation during 1996, and 11 increased Sunday circulation.
   Home-delivery prices for the Company's newspapers are established
individually for each newspaper and range from $1.25 to $3.60 per week
in the case of daily newspapers and from $.64 to $2.50 per copy for
Sunday newspapers.  The Company implemented circulation price increases
at 48 newspapers in 1996 and plans increases at 42 newspapers in 1997.
   Additional information about the circulation of the Company's
newspapers may be found on pages 27-28 and 68-70 of this annual report.
   Advertising:  The newspapers have advertising departments that
solicit retail, classified and national advertising. Gannett National
Newspaper Sales (GNNS) also solicits national advertisers and certain
national and regional retail advertisers, marketing the Company's
nationwide newspaper advertising resources.  A detailed analysis of
newspaper advertising revenues is presented below and on page 26 of this
report.
   Retail advertising is display advertising associated with local
merchants, such as department and grocery stores. Classified advertising
includes the ads listed together in sequence by the nature of the ads,
such as automobile sales, real estate sales and "help wanted."  National
advertising is display advertising principally from advertisers who are
promoting products or brand names on a nationwide basis.  Retail and
national advertising may appear in the newspaper itself or in preprinted
sections.  Generally there are different rates for each category of
advertising, and the rates for each newspaper are set independently,
varying from city to city.
   The newspapers have made continuing efforts to serve their readers
and advertisers by introducing complete market coverage programs and by
targeting specific market segments desired by many advertisers through
the use of specially zoned editions and other special publications.
   Total newspaper ad revenues on a pro-forma basis rose 4%.  This increase
was tempered by the shorter reporting period in 1996.
   Classified advertising revenues produced a strong performance in 1996,
particularly in the help wanted, real estate and rentals' categories.
The number of medium and small retail advertisers also grew during the
year.  Preprint revenues were affected by reductions in both the number
of pages and quantity of inserts as a result of increased newsprint costs
in the first part of the year.
   For 1997, the Company expects further advertising revenue growth at
most of its newspaper properties as a result of increased sales and
marketing activities and planned rate increases.  The effects of the
strike in Detroit are expected to further diminish in 1997.  Changes
in national economic factors such as interest rates, employment levels
and the rate of general economic growth will have an impact on revenues
at all of the Company's newspaper operations.
   During 1996, Gannett commissioned and published a Media Effectiveness
Survey covering all newspapers, Gannett and non-Gannett alike.  The key
finding was that daily newspapers are, by a wide margin, the medium of
choice as consumers' primary advertising/information source for a wide
variety of products.  The Media Effectiveness Survey was presented as
"Newspapers, The Welcome Medium" and was promoted through a series of
ads in Gannett newspapers, trade publications and some non-Gannett
newspapers.
   The following chart summarizes the advertising linage (in six-column
inches) and advertising revenues of the newspapers owned by the Company
at the end of 1996.  This chart assumes that all of the newspapers owned
at the end of 1996 were owned throughout the years shown:

Advertising newspapers owned on Dec. 29, 1996

                     Advertising        Inches of
                       revenues        advertising
                     in thousands  excluding preprints
                     ------------  -------------------
1996                  $2,415,205        71,245,000
1995                  $2,325,523        72,239,000
1994                  $2,223,426        72,740,000
1993                  $2,083,629        70,154,000
1992                  $2,000,117        69,269,000

                                    -56-


<PAGE>

   Competition:  The Company's newspapers compete with other media for
advertising principally on the basis of their advertising rates and
their performance in helping sell the advertisers' products or services.
They compete for circulation principally on the basis of their content
and their price.  While most of the Company's newspapers do not have
daily newspaper competitors that are published in the same city, in
certain of the Company's larger markets, there is such direct
competition.  Most of the Company's newspapers compete with other
newspapers published in nearby cities and towns and with free
distribution and paid advertising weeklies, as well as other print and
non-print media.
   The rate of development of opportunities in and competition from
emerging electronic communications services, including those related to
the Internet and the World Wide Web, is increasing.  Through internal
development programs, acquisitions and partnerships, the Company's
efforts to explore new opportunities in news, information and
communications businesses have been expanded.
   At the end of 1996, The Cincinnati Enquirer, The Detroit News, the
El Paso (Texas) Times, The Honolulu Advertiser, The Tennessean at
Nashville and the Tucson (Ariz.) Citizen were published under joint
operating agreements with non-Gannett newspapers located in the same
cities.  All of these agreements provide for joint business, advertising,
production and circulation operations and a contractual division of
profits.  The editorial and reporting staffs of the Company's newspapers,
however, are separate and autonomous from those of the non-Gannett
newspapers.
   Properties:  Generally, the Company owns the plants that house all
aspects of the newspaper publication process.  In the case of USA TODAY,
at December 29, 1996, 12 non-Gannett printers were used to print the
newspaper in the U.S. in markets where there are no Company newspapers
with appropriate facilities.  Three non-Gannett printers in foreign
countries are used to print USA TODAY International.  USA WEEKEND and
Nursing Spectrum are also printed under contracts with commercial
printing companies.  Many of the Company's newspapers also have outside
news bureaus and sales offices, which generally are leased.  In a few
cities, two or more of the Company's newspapers share combined
facilities; and in two locations, facilities are shared with other
newspaper properties under joint operating agreements.  The Company's
newspaper properties have rail siding facilities or access to main roads
for newsprint delivery purposes and are conveniently located for
distribution purposes.
   During the past five years, new or substantial additions or
remodeling of existing newspaper facilities have been completed or are
at some stage of construction at 13 of the Company's newspaper operations.
As part of the Company's annual capital expenditure program, its
properties are improved or upgraded on a regular basis.  The Company's
facilities are adequate for present operations.
   Raw materials:  Newsprint is the basic raw material used to publish
newspapers.  During 1996, the Company's newsprint consumption was
approximately 825,000 metric tons, including the Company's portion
of newsprint consumed at joint operating agencies, consumption by USA
WEEKEND and USA TODAY tonnage consumed at non-Gannett print sites.
Newsprint consumption was up 4% in 1996 primarily because of incremental
consumption by Multimedia newspapers.  The Company purchases newsprint
from 29 North American and offshore suppliers under contracts which
expire at various times through 2010.
   During 1996, all of the Company's newspapers consumed some recycled
newsprint.  For the year, approximately 81% of the Company's newsprint
consumption contained recycled content.
   In 1996, newsprint supplies were adequate.  The Company believes
that the available sources of newsprint, together with present
inventories, will continue to be adequate to supply the needs of its
newspapers.
   The average cost per ton of newsprint consumed in 1996 rose 11%
compared to the 1995 average cost.  In the first and second quarters of
1996, the average cost of newsprint consumed was substantially higher
than the prior year.  But, as a result of excess newsprint supply on the
world market, the market price for newsprint peaked in the first quarter
and then declined through the end of the year.  Some suppliers have
announced plans to increase prices in 1997. However, it is not certain
if market conditions will support those plans.  In the absence of any
newsprint price changes in 1997, the Company's average cost per ton
consumed will be approximately 25% less in 1997 than in 1996 because of
the carryover effect of newsprint price reductions in 1996.
   Regulation:  Gannett is committed to protecting the environment.
Our goal is to ensure that Gannett facilities are in compliance with
federal, state and local environmental laws and to incorporate
appropriate environmental practices and standards in our newspaper,
broadcast and cable and security operations.  The Company employs a
corporate environmental manager responsible for oversight not only of
regulatory compliance but also of preventive measures.  The Company is
one of the industry leaders in the use of recycled newsprint.  The
Company increased usage of newsprint containing recycled content from
42,000 metric tons in 1989 to more than 666,000 metric tons in 1996.
The Company's newspapers use inks, photographic chemicals, solvents and
fuels.  The use and disposal of these substances may be regulated by
federal, state and local agencies.  Through its Environmental Compliance
Plan, the Company is taking effective measures to maintain compliance
with environmental laws.  Any release into the environment may create
obligations to private and governmental entities under a variety of
statutes and rules regulating the environment.
   Several of the Company's newspaper subsidiaries have been included
among the potentially responsible parties in connection with the alleged
disposal of ink or other chemical wastes at disposal sites which have
been subsequently identified as inactive hazardous waste sites by the
U.S.  Environmental Protection Agency ("EPA") or comparable state
agencies.  At one of these sites, one of the Company's subsidiaries is a
defendant in a case brought by the EPA where the amount in controversy
is approximately $250,000.  The Company believes its liability is
substantially less and is defending the case.  The Company provides for
costs associated with these matters in accordance with generally

                                    -57-

<PAGE>

accepted accounting principles.  The Company does not believe that these
matters will have any significant impact on its financial condition or
results of operations.  Additional information about the Company's
newspapers may be found on pages 68-71 of this report.

Broadcasting
On December 29, 1996, the Company's television division, headquartered
in Arlington, Va., included 16 television stations, in markets with a
total of more than 15 million households.  The Company's radio division
includes five radio stations in three markets with a listening population
of almost 15 million.  As part of the Multimedia purchase in
December 1995, five television stations and two radio stations were
added to the Company's broadcasting group.  The Multimedia radio stations
were sold in May 1996 and the Company also exchanged six radio stations
for a television station in December 1996.
   At the end of 1996, the broadcasting division had approximately
2,900 full-time and part-time employees.  Broadcasting revenues accounted
for approximately 16% of the Company's reported operating revenues in 1996,
12% in 1995 and 11% in 1994.
   The principal sources of the Company's broadcasting revenues are:
1) local advertising focusing on the immediate geographic area of the
stations; 2) national advertising; 3) compensation paid by the networks
for carrying commercial network programs; and 4) payments by advertisers
to television stations for other services, such as the production of
advertising material.  The advertising revenues derived from a station's
local news programs make up a significant part of its total revenues.
   Advertising rates charged by a television station are based primarily
upon the station's ability to attract viewers, demographics and the
number of television households in the area served by the station.
Practically all national advertising is placed through independent
advertising representatives.  Local advertising time is sold by each
station's own sales force.
   Generally, a network provides programs to its affiliated television
stations, sells commercial advertising announcements within the network
programs and compensates the local stations by paying an amount based
on the television station's network affiliation agreement.
   Each radio station with a network affiliation generally is paid a
flat annual fee under its affiliation agreement.  Local programming
quality and the geographic coverage of its signal are key factors in a
radio station's competitive position within the market.  Since most radio
programming originates locally, network affiliation has little effect on
a radio station's competitive position.
   Programming:  The costs of locally produced and purchased syndicated
programming are a significant portion of television operating expenses.
Syndicated programming costs are determined based upon largely
uncontrollable market factors, including demand from the independent and
affiliated stations within the market and in some cases from cable
operations.  In recent years, the Company's television stations have
increased their locally produced news and entertainment programming in
an effort to provide programs that distinguish the stations from the
competition and to better control costs.
   Properties:  The Company's broadcasting facilities are adequately
equipped with the necessary television and radio broadcasting equipment.
The Company owns transmitter sites in 17 locations and leases sites in
six others.
   During the past five years, new broadcasting facilities have been built
in Denver and Washington, D.C.  Substantial additions or improvements
were completed in Austin and Dallas, Texas, Greensboro, N.C., Little
Rock, Phoenix, Atlanta and Washington, D.C.  Substantial remodeling is
underway in Jacksonville and is being planned for Knoxville.  The
Company's broadcast facilities are adequate for present purposes.
   Competition:  In each of its broadcasting markets, the Company's
stations compete for revenues with other network-affiliated and
independent television and radio broadcasters and with other advertising
media, such as cable television, newspapers, magazines and outdoor
advertising.  The Company's broadcasting stations compete principally on
the basis of their market share, advertising rates and audience
composition.
   Network programming constitutes a substantial part of the programs
broadcast on the Company's television stations, and the Company's
competitive position is directly affected by viewer acceptance of network
programming.  Local news has been most important to a station's success
and there is a growing emphasis on other forms of local programming as
well as continuing involvement in the local community.
   Other sources of present and potential competition for the Company's
broadcasting properties include pay cable, home video and audio recorders
and video disc players, direct broadcast satellite and low power
television.  Some of these competing services have the potential of
providing improved signal reception or increased home entertainment
selection, and they are continuing development and expansion.
   Regulation:  The Company's television and radio stations are operated
under the authority of the Federal Communications Commission (FCC) under
the Communications Act of 1934, as amended (Communications Act), and the
rules and policies of the FCC (FCC Regulations).
   Under amendments to the Communications Act effected by the
Telecommunications Act of 1996 (the 1996 Act), television and radio
broadcast licenses will be granted for a maximum period of eight years.
(The periods were formerly five years and seven years, respectively.)
Television and radio broadcast licenses are renewable upon application
to the FCC and in the past usually have been renewed except in rare
cases in which a conflicting application, a petition to deny, a
complaint or an adverse finding as to the licensee's qualifications has
resulted in loss of the license.  The Company believes it is in
substantial compliance with all applicable provisions of the
Communications Act and FCC Regulations.
   FCC Regulations also prohibit concentrations of broadcasting control
and regulate network programming.  FCC Regulations governing multiple
ownership prohibit the common ownership or control of most
communications media serving common market areas (for example,
television and radio; television and daily newspapers; radio and daily
newspapers; or television and cable television).  Pursuant to the 1996

                                    -58-

<PAGE>

Act, permanent waivers can be sought for television and radio ownership
in the top 50 markets, however.  Also, the 1996 Act limits the
television broadcast interests held by any person to assure that
stations under common control do not exceed an aggregate national
audience reach of 35 percent.  (Prior to enactment of the 1996 Act, the
cap on audience reach was 25 percent and no single party could own more
than 12 stations.)  Presently, the Company's 16 television stations
reach an aggregate of 16% of U.S. TV households.
   The FCC's consent to the Company's December 1995 acquisition of
control of five television stations and two radio stations owned by
Multimedia, Inc. was conditioned on the Company's compliance (within
12 months) with FCC "one-to-a-market" rules.  On January 31, 1997, the
Company traded its television stations in Oklahoma City and Cincinnati
for television stations in Grand Rapids and Buffalo, which resolved the
FCC conditions affecting (1) cross-ownership of TV and cable systems in
the area of Oklahoma City; (2) cross-ownership of a daily newspaper and
a TV station in Cincinnati.  In May 1996, the Company sold its two radio
stations in Macon, Ga., resolving the FCC radio and TV cross-ownership
issue in that market.  On November 12, 1996, the Company filed a request
to extend its existing waiver for ownership of both Macon and Atlanta TV
stations.  The FCC has not yet granted the extension; however, the
Company believes that under the FCC's proposed rulemaking it will be
able to maintain ownership of both Macon and Atlanta TV.
   The 1996 Act deregulated radio and television ownership rules so as
to permit larger ownership groups and, in the top 50 television markets,
more TV-radio combinations than were permitted under prior FCC rules.
Limits on the number of radio stations commonly owned on a national
basis were eliminated, and local radio ownership limits were expanded,
depending on the number of stations operating in the local radio market.
Also, competing applications will not be accepted at the time of license
renewal, and will not be entertained at all unless the FCC first
concludes that license renewal would not serve the public interest.
It will be necessary for the FCC to amend many existing FCC Regulations
to implement the 1996 Act, and this process has not yet been completed.
   Other matters: Gannett Broadcasting, along with CBS Radio and
Westinghouse Electric subsidiaries Group W Radio and Xetron Corporation,
have formed a partnership, USA Digital Radio, to develop in-band
on-channel AM and FM digital audio broadcasting (DAB) systems.  During
1996, the partnership withdrew its systems from the National Radio
Systems Committee's testing and evaluation process.  The partnership is
continuing development of its system but Gannett Broadcasting has
reduced its participation in the partnership.  USA Digital Radio's
success is dependent on FCC approval of its techniques for broadcasting
DAB within the AM and FM radio bands.
   Additional information about the Company's television and radio
stations may be found on page 72 of this annual report.

Cable
On December 29, 1996, the Company's cable division, headquartered
in Wichita, Kan., operated cable television systems serving 465,000
subscribers in Kansas, Oklahoma, Illinois, Indiana and North Carolina.
The cable division was acquired on December 4, 1995 as part of the
Multimedia purchase.  At the end of 1996, the cable division had
approximately 1,000 full-time and part-time employees.
   Cable television is the distribution of a wide variety of television
and special information programs to subscribers within a community over
a network of fiber-optic and coaxial cable.
   The principal sources of the Company's cable division revenues are:
1) monthly fees paid by subscribers for primary services generally
consisting of local and distant broadcast stations and public,
educational and governmental channels required by local franchising
authorities and a variety of satellite-delivered entertainment and
information channels; 2) monthly and per-event fees paid by subscribers
for premium television services which provide special programs such as
recently released movies, entertainment programs or selected sports
events.  Subscribers can receive these programs on a designated channel
of the cable system which is restricted with electronic security devices
to isolate the pay television signal so that only subscribers to the
service can receive it; 3) local advertising revenues; 4) a share of
revenues from sales of products on home shopping services offered by
the Company to its subscribers; and 5) in the case of its Wichita
system, revenues from the lease of certain fiber-optic capacity to a
partnership engaged in competitive access telephone services.
   The Company holds approximately 160 franchises from local governing
authorities which permit the Company to operate a cable television
system in the granting community.  These franchises, which expire at
varying dates ranging from one to 18 years, are generally non-exclusive
and may be terminated for failure to comply with specified conditions.
In most cases, the Company is required to pay fees generally ranging
from 3% to 5% of a system's revenues, to the local governing authority
granting a franchise.  At the end of 1996, approximately 118 systems,
which account for more than 79% of the Company's subscribers, have
franchise agreements expiring in the year 2001 and beyond.
   The following table shows certain cable division information as of
the end of 1996, 1995 and 1994.

                              1996      1995      1994
                            --------  --------  --------
Homes passed                 761,000   738,000   710,000
Basic subscribers            465,000   458,000   432,000
Pay subscribers              333,000   336,000   339,000
Basic penetration              61.1%     62.1%     60.8%
Pay-to-basic ratio             71.6%     73.4%     78.5%
Average monthly revenue
  per cable subscriber        $35.00    $32.29    $32.56

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<PAGE>

   The Company's strategy is to develop clusters of cable television
systems in suburban communities of major metropolitan markets and other
areas with favorable demographics.  Management believes that the
clustering of cable systems produces operating, marketing and servicing
efficiencies.  Management believes that clustering will also enable the
Company to achieve efficiencies in the future deployment of new services
such as video-on-demand, interactive multimedia, competitive access and
telephony.
   Properties:  The Company's cable systems and facilities are
adequately equipped with the necessary cable equipment.  Prior to
acquisition by the Company, the cable division began a major rebuild
program to install fiber-optic cable and upgrade the technical
capabilities of its cable systems.  The rebuild program, which will
extend for approximately one more year, will enhance services through
improved picture quality and reliability, and will provide the ability
to offer additional services to subscribers.
   At December 29, 1996, 74% of the Company's cable subscribers had
advanced technical facilities (550MHz to 750MHz) capable of 80 and 110
channel capacity, respectively.  By the end of 1997, the Company expects
to have approximately 94% of its subscribers on systems with a capacity
of 80 channels or more.  The rebuild plans include the future integration
of digital compression and the installation of interactive converter
boxes where they provide a direct financial return.  The Company
estimates that approximately 50% of the Company's subscribers might have
the new converters within the next five years.  The Company believes its
technological upgrades will prepare it for new competitors and potential
revenue opportunities.
   Competition:  The Company's cable division competes with other companies
and individuals in the submission of applications for additional
franchises, in the renewal of existing franchises and in seeking to
acquire operating cable systems and under-developed franchises.  Since
most franchises are granted on a non-exclusive basis, other applicants
may obtain franchises in areas where the Company presently operates
systems or holds franchises.
   The cable division competes with over-the-air television and radio
broadcasting, newspapers, movie theaters, live entertainment and
sporting events and home video products.  Subscription television
competition also includes direct broadcast satellite services,
multichannel, multipoint distribution services and private satellite
master antenna television systems serving condominiums, apartment
complexes and other private residential developments.  The Company's
cable division competes for subscription revenues principally on the
basis of quality of service, programming options and pricing.  The cable
division competes for advertising revenues principally on the basis of
performance in helping sell the advertisers' products or services, and
price.
   Other matters:  The Company entered into a partnership with Hyperion
Telecommunications, Inc., a subsidiary of Adelphia Cable, to construct
and operate competitive access telephone services in its Wichita
franchise area.  The construction of the network is complete and the
partnership is operating.
   Regulation:  The cable television industry is subject to extensive
federal, local, and in some cases, state regulation.  The Cable
Communications Policy Act of 1984 (the 1984 Act) and its amendments
(the 1992 Act and the 1996 Act) govern cable television.  The FCC has
the principal federal responsibility for regulating cable matters,
including rates, customer service, ownership, carriage of broadcast
signals and other programming, technical matters, leased access,
franchises and consumer equipment standards.
   FCC Regulations prohibit common ownership or control of a television
station and a cable system in the station's Grade B signal coverage area.
   The 1992 Act requires mandatory carriage of certain local over-the-air
television stations ("must-carry" rules) and allows television stations
to prohibit the carriage of their programs by cable systems absent consent
("retransmission consent").  Television stations may elect either
must-carry or retransmission consent on local cable systems.  The
Company's cable systems have accommodated those stations electing
mandatory carriage, and have entered into retransmission consent
agreements with others.
   The 1992 Act rate regulations apply to basic service (which includes
broadcast signals) unless a cable system is subject to "effective
competition."  Virtually all cable systems are subject to rate
regulation.  To regulate rates for basic service, local officials must
follow detailed FCC guidelines and procedures.  The 1992 Act also
regulates non-basic (cable programming)rates.  FCC rules also limit
rates for consumer equipment.  The rules permit cable companies
periodic rate increases for inflation and certain external costs.
   The 1984 Act requires a cable operator to obtain a franchise prior to
instituting service, and state and local officials become involved in
cable operator selection, system design and construction, safety, rates,
consumer services and community programming issues.  Franchising
authorities may not award an exclusive franchise or unreasonably deny a
competitive franchise.  Local authorities may operate their own cable
system, though, notwithstanding the existence of a cable franchise.  The
1984 Act permits local authorities to charge up to 5% of revenues per
year as a franchising fee, and to require certain public cable channels.
   The 1992 Act provides an incumbent cable operator with protections
against denial of its franchise renewal, including the right to a fair
hearing and a right of appeal.  Nevertheless, franchise renewal is not
assured.  Upon renewal, new or more onerous requirements, such as
upgrading of facilities and services or higher franchising fees, may
occur.

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<PAGE>

   Cable systems are subject to federal copyright licensing in
connection with the carriage of television signals, and receive blanket
permission to retransmit copyrighted material in exchange for royalty
payments.  The amount of the royalty payments varies.
   The 1996 Act changed cable television regulation in several respects.
It eliminated the ban on telephone companies offering video services.
In some cases, telephone video services will be exempt from the local
franchising requirement, from rate regulation, and from customer service
and other FCC Regulations.  Subject to adoption of final FCC Regulations,
the 1996 Act permits cable operators to provide telephone services,
without the requirement of a local franchise.  Network/cable
cross-ownership now will be permitted, and the statutory prohibition
on broadcast/cable cross-ownership has been repealed, and the FCC is
expected to review its own broadcast/cable cross-ownership rule.
   While the present rate structure for basic tiers has been retained,
the 1996 Act deregulates rates for non-basic services for the Company's
cable systems, effective March 31, 1999.  Deregulation of rates also
will occur immediately where a telephone company enters the cable
franchising area and offers comparable video programming.
   Telephone companies and cable operators in the same market are
prohibited from entering into joint ventures to provide programming or
telecommunication services directly to subscribers.  Telephone companies
and cable operators each are prohibited from acquiring more than a
10% financial interest, or any management interest, in the other's
operations in its service area.  For certain small and/or rural service
areas, telephone or cable companies may acquire an interest in the other
in its service area, however.

Alarm security business
The Company's alarm security business, Multimedia Security Service,
provides alarm monitoring services for residential and commercial
customers.  Multimedia Security Service is headquartered in Wichita,
Kan.  Monitoring equipment located on the customer's premises transmits
a signal by telephone or radio to a central monitoring station at the
Company's headquarters whenever the customer's alarm is triggered.
At the end of 1996, Multimedia Security Service employed approximately
500 full-time and part-time employees.
   At the end of 1996, the Company serviced approximately 111,000
customers, 94% of which are in 10 states:  Arizona, California, Florida,
Georgia, Illinois, Kansas, Missouri, Oklahoma, Tennessee and Texas.
   The Company's efforts to expand its customer base include the
acquisition of accounts from dealers or other security service businesses,
and to a lesser degree through internal sales efforts.  Generally,
monitoring contracts are for three years.  To maximize growth potential
and retention of customers, the Company strives to be a leader in the
industry in alarm response time and reliability.
   Properties:  The Company owns its security service headquarters and
central monitoring station facility in Wichita, Kan., construction of
which was completed in 1994.  The Company leases office space for its
service and sales offices.  The Company's properties are adequate for
present operations and its central monitoring facility and equipment
are technologically advanced and can accommodate a significant increase
in the customer base.
   Competition:  The Company competes with other alarm security
businesses in its markets on the basis of the quality and reliability of
its service, and pricing.  The Company also competes with other alarm
security businesses for the acquisition of existing security accounts.

                                    -61-

<PAGE>

Corporate facilities
The Company leases office space for its headquarters in Arlington, Va.,
and also owns data processing facilities in nearby Maryland.  The
capital expenditure program for 1994, 1995 and 1996 included amounts
for leasehold improvements, land, building, furniture, equipment and
fixtures for headquarters operations.  Headquarters facilities are
adequate for present operations.  In September 1996, the Company
purchased 30 acres of land in Fairfax County, Va., for possible use
as a future site for corporate headquarters and perhaps other operations.

Employee relations
On December 29, 1996, the Company and its subsidiaries had 37,200
full-time and part-time employees.  On the basis of hours worked, the
Company employed the equivalent of 33,300 full-time employees.  Six of
the Company's newspapers are published together with non-Company
newspapers pursuant to joint operating agreements, and the employment
numbers above include the Company's pro-rata share of employees at those
joint production and business operations.
   Approximately 15% of those employed by the Company and its subsidiaries
are represented by labor unions.  They are represented by 103 local
bargaining units affiliated with 12 international unions under
collective bargaining agreements.  These agreements conform generally
with the pattern of labor agreements in the newspaper and broadcasting
industries.  The Company does not engage in industrywide or companywide
bargaining.  The Company strives to maintain good relationships with its
employees.
   On July 13, 1995, approximately 2,500 workers from six unions began a
strike against the Company's largest local newspaper, The Detroit News,
the Detroit Newspaper Agency and the Detroit Free Press, its agency
partner.  The strike was precipitated by unrealistic and excessive
demands by the unions for wage increases and position levels.  The
strike has ended but a subscriber and advertiser boycott continues,
as the unions do not yet have contracts.
   Throughout the strike and despite union efforts at stopping delivery,
intimidation and frequent violence, the newspapers have published every
day.  Managers from The News, the Free Press and the agency, working
with employees from other Gannett and Knight-Ridder newspapers, have
maintained successful operations.  More than 400 employees have returned
to work and approximately 1,400 replacement workers have been employed
to fill all other necessary positions.
   The Company provides competitive group life and medical insurance
programs for full-time employees at each location.  The Company pays a
substantial portion of these costs and employees contribute the balance.
Virtually all of the Company's units provide retirement or profit-
sharing plans which cover eligible full-time employees.
   In 1990, the Company established a 401(k) Savings Plan which is
available to most of its employees.

                                    -62-

<PAGE>

Acquisitions and dispositions 1992-1996
The growth of the Company has resulted from acquisitions of businesses,
as well as from internal expansion.  Its significant acquisitions since
the beginning of 1992 are shown below.  The Company has disposed of
several businesses during this period, which also are presented.

Acquisitions 1992-1996

  Year                                                  Publication times
acquired           Name                 Location           or business
- - -------- ------------------------    --------------     -----------------

1992     Graphic Publications, Inc.  Richmond, Ind.     Weekly

1993     The Honolulu Advertiser     Honolulu, Hawaii   Daily
         Tulare Advance-Register     Tulare, Calif.     Daily

1994     Nursing Spectrum            Various            Biweekly periodicals
         Altoona Herald              Altoona, Iowa      Weekly; Weekly
           Mitchellville Index and                      advertising shopper
           the Eastern ADvantage
         KTHV-TV                     Little Rock, Ark.  Television station

1995     Multimedia, Inc.            Greenville, S.C.   Ten daily newspapers,
                                                        various non-dailies,
                                                        five television
                                                        stations, two radio
                                                        stations, cable
                                                        television franchises
                                                        in five states,
                                                        alarm security
                                                        business, television
                                                        entertainment
                                                        programming

1996     WTSP-TV                     Tampa-St.          Television station
                                     Petersburg, Fla.


Dispositions 1992-1996

Year                                                    Publication times
sold               Name                 Location           or business
- - -------- ------------------------    --------------     -----------------

1992     Phoenix Outdoor             Phoenix, Ariz.     Outdoor advertising

1993     Honolulu Star-Bulletin      Honolulu, Hawaii   Daily
         KCMO/KCMO-FM                Kansas City, Mo.   Radio stations
         KUSA/KSD-FM                 St. Louis, Mo.     Radio stations
         WLVI-TV                     Boston, Mass.      Television station

1994     The Stockton Record         Stockton, Calif.   Daily and Sunday

1995     The Add Sheet               Columbia, Mo.      Weekly advertising
                                                        shopper

1996     WMAZ/WAYS-FM                Macon, Ga.         Radio stations
         Gannett Outdoor Group       Various major      Outdoor advertising
                                     markets, U.S. and
                                     Canada
         Multimedia Entertainment    New York, N.Y.     Television enter-
                                                        tainment programming
         Louis Harris and            New York, N.Y.     Polling and research
           Associates, Inc.
         Gannett Community           Paramus, N.J.      Community directories
           Directories
         KIIS/KIIS-FM                Los Angeles, CA    Radio stations
         KSDO/KKBH-FM                San Diego, CA      Radio stations
         WDAE/WUSA-FM                Tampa, Fla.        Radio stations

                                    -63-

<PAGE>


<TABLE>
QUARTERLY STATEMENTS OF INCOME
In thousands of dollars
<CAPTION>
Fiscal year ended December 29, 1996            1st Quarter    2nd Quarter    3rd Quarter    4th Quarter       Total
                                               -----------    -----------    -----------    -----------    -----------
<S>                                            <C>            <C>            <C>            <C>            <C>
Net operating revenues:
Newspaper advertising                          $  556,885     $  604,980     $  585,814     $  669,871     $2,417,550
Newspaper circulation                             229,417        227,260        229,197        231,803        917,677
Broadcasting                                      141,688        176,306        178,879        190,063        686,936
Cable and security                                 56,612         57,732         58,332         59,824        232,500
All other                                          39,281         43,016         40,481         43,666        166,444
                                               -----------    -----------    -----------    -----------    -----------
Total                                           1,023,883      1,109,294      1,092,703      1,195,227      4,421,107
                                               -----------    -----------    -----------    -----------    -----------
Operating expenses:
Cost of sales and operating expenses,
   exclusive of depreciation                      590,515        587,515        612,888        576,930      2,367,848
Selling, general and administrative expenses,
   exclusive of depreciation                      168,707        168,590        174,533        187,654        699,484
Depreciation                                       48,837         49,034         48,772         46,368        193,011
Amortization of intangible assets                  23,515         23,481         23,472         23,891         94,359
                                               -----------    -----------    -----------    -----------    -----------
Total                                             831,574        828,620        859,665        834,843      3,354,702
                                               -----------    -----------    -----------    -----------    -----------
Operating income                                  192,309        280,674        233,038        360,384      1,066,405
Non-operating (expense) income:
Interest expense                                  (39,528)       (38,403)       (34,111)       (23,521)      (135,563)
Other                                              (1,583)          (657)        (3,917)       161,982        155,825
                                               -----------    -----------    -----------    -----------    -----------
Total                                             (41,111)       (39,060)       (38,028)       138,461         20,262
                                               -----------    -----------    -----------    -----------    -----------
Income before income taxes                        151,198        241,614        195,010        498,845      1,086,667
Provision for income taxes                         64,750        104,375         83,800        209,775        462,700
                                               -----------    -----------    -----------    -----------    -----------
Income from continuing operations                  86,448        137,239        111,210        289,070        623,967
Discontinued operations
Income from the operation of discontinued
   operations, net of income taxes                  2,902         12,777          8,861                        24,540
Gain from the sale of discontinued operations,
   net of income taxes                                                          294,580                       294,580
                                               -----------    -----------    -----------    -----------    -----------
Total income from discontinued operations           2,902         12,777        303,441              0        319,120
                                               -----------    -----------    -----------    -----------    -----------
Net income                                     $   89,350     $  150,016     $  414,651     $  289,070     $  943,087
                                               ===========    ===========    ===========    ===========    ===========
Earnings per share:
Earnings from continuing
   operations (1)                                   $0.62          $0.98          $0.79          $2.05          $4.43
Earnings from discontinued operations:
   Discontinued operations, net of tax              $0.02          $0.09          $0.06                         $0.17
   Gain from sale of discontinued
      operations, net of tax                                                      $2.09                         $2.09
                                               -----------    -----------    -----------    -----------    -----------
Net income per share (1)                            $0.64          $1.07          $2.94          $2.05          $6.69
                                               ===========    ===========    ===========    ===========    ===========

(1)  As a result of rounding, the total of the four quarters' earnings per share does not equal the earnings per share
     for the year.
</TABLE>

                                    -64-

<PAGE>


<TABLE>
QUARTERLY STATEMENTS OF INCOME
In thousands of dollars
<CAPTION>
Fiscal year ended December 31, 1995            1st Quarter    2nd Quarter    3rd Quarter    4th Quarter       Total
                                               -----------    -----------    -----------    -----------    -----------
<S>                                            <C>            <C>            <C>            <C>            <C>

Net operating revenues:
Newspaper advertising                          $  516,742     $  567,134     $  508,821     $  626,553     $2,219,250
Newspaper circulation                             211,964        214,045        209,445        233,719        869,173
Broadcasting                                       96,983        120,880        104,787        143,537        466,187
Cable and security                                      0              0              0         17,831         17,831
All other                                          37,535         43,294         41,810         48,787        171,426
                                               -----------    -----------    -----------    -----------    -----------
Total                                             863,224        945,353        864,863      1,070,427      3,743,867
                                               -----------    -----------    -----------    -----------    -----------
Operating expenses:
Cost of sales and operating expenses,
   exclusive of depreciation                      501,776        507,070        510,661        590,236      2,109,743
Selling, general and administrative expenses,
   exclusive of depreciation                      155,004        156,880        148,996        158,245        619,125
Depreciation                                       35,248         34,948         34,347         39,196        143,739
Amortization of intangible assets                  11,201         11,167         11,168         15,792         49,328
                                               -----------    -----------    -----------    -----------    -----------
Total                                             703,229        710,065        705,172        803,469      2,921,935
                                               -----------    -----------    -----------    -----------    -----------
Operating income                                  159,995        235,288        159,691        266,958        821,932
Non-operating (expense) income:
Interest expense                                  (11,732)       (10,878)        (9,113)       (20,452)       (52,175)
Other                                                (529)        (1,198)         1,100          4,381          3,754
                                               -----------    -----------    -----------    -----------    -----------
Total                                             (12,261)       (12,076)        (8,013)       (16,071)       (48,421)
                                               -----------    -----------    -----------    -----------    -----------
Income before income taxes                        147,734        223,212        151,678        250,887        773,511
Provision for income taxes                         59,700         90,500         61,400        102,500        314,100
                                               -----------    -----------    -----------    -----------    -----------
Income from continuing operations                  88,034        132,712         90,278        148,387        459,411
Discontinued operations:
Income from the operation of discontinued
   operations, net of income taxes                 (1,828)         6,711          5,823          7,145         17,851
Gain from the sale of discontinued operations,
   net of income taxes                                  0              0              0              0              0
                                               -----------    -----------    -----------    -----------    -----------
Total income from discontinued operations          (1,828)         6,711          5,823          7,145         17,851
                                               -----------    -----------    -----------    -----------    -----------
Net income                                     $   86,206     $  139,423     $   96,101     $  155,532     $  477,262
                                               ===========    ===========    ===========    ===========    ===========
Earnings per share:
Earnings from continuing
   operations (1)                                   $0.63          $0.95          $0.65          $1.06          $3.28
Earnings from discontinued operations:
   Discontinued operations, net of tax             ($0.01)         $0.05          $0.04          $0.05          $0.13
   Gain from sale of discontinued
   operations, net of tax
                                               -----------    -----------    -----------    -----------    -----------
Net income per share (1)                            $0.62          $1.00          $0.69          $1.11          $3.41
                                               ===========    ===========    ===========    ===========    ===========

(1) As a result of rounding, the total of the four quarters' earnings per share does not equal the earnings per share
    for the year.
</TABLE>

                                    -65-

<PAGE>

<TABLE>
SCHEDULES TO FORM 10-K INFORMATION
In thousands of dollars
Property, plant & equipment
<CAPTION>
                                   Balance at
                                   beginning        Additions              Retirements      Other         Balance at end
Classification                     of period         at cost                 or sales      changes          of period
- - -------------------------------- -------------- ------------------------- -------------- ---------------- --------------
<S>                              <C>            <C>                       <C>            <C>              <C>
Dec. 25, 1994
Land                                  $131,676               $878                  $687      $(1,701)          $130,166
Buildings & improvements               689,103              9,216                 7,356         (374)           690,589
Advertising display structures         262,145              3,031                 3,067       (2,577)           259,532
Machinery, equipment & fixtures      1,673,237            100,145               105,368        1,178          1,669,192
Construction in progress and
 deposits on contracts                  38,449             37,998                11,457          (13)            64,977
                                 -------------- ------------------------- -------------- ---------------- --------------
                                    $2,794,610           $151,268  (A)(E)      $127,935      $(3,487) (D)    $2,814,456
                                 ============== ========================= ============== ================ ==============

Dec. 31, 1995
Land                                  $130,166            $11,328                $2,943          $50           $138,601
Buildings & improvements               690,589             56,301                 7,501          121            739,510
Cable and security systems and
 advertising display structures        259,532            407,832                 2,979        1,086            665,471
Machinery, equipment & fixtures      1,669,192            272,112                46,828          417          1,894,893
Construction in progress and
 deposits on contracts                  64,977             56,211                     0            3            121,191
                                 -------------- ------------------------- -------------- ---------------- --------------
                                    $2,814,456           $803,784  (B)(E)       $60,251       $1,677  (D)    $3,559,666
                                 ============== ========================= ============== ================ ==============
Dec. 29, 1996
Land                                  $138,601            $47,982               $11,067        $(678)          $174,838
Buildings & improvements               739,510             54,419                28,455        4,982            770,456
Cable and security systems and
 advertising display structures        665,471             91,953               276,162         (209)           481,053
Machinery, equipment & fixtures      1,894,893            150,005               114,865       (3,975)         1,926,058
Construction in progress and
 deposits on contracts                 121,191            (50,696)                 (913)        (413)            70,995
                                 -------------- ------------------------- -------------- ---------------- --------------
                                    $3,559,666           $293,663  (C)(E)      $429,636        $(293) (D)    $3,423,400
                                 ============== ========================= ============== ================ ==============

Notes
(A) Includes assets at acquisition net of adjustments for prior years' acquisitions          $   6,414
(B) Includes assets at acquisition net of adjustments for prior years' acquisitions          $ 620,248
(C) Includes assets at acquisition net of adjustments for prior years' acquisitions          $  33,616
(D) Principally the effect of current foreign currency translation adjustment.
(E) Includes capitalized interest of $563 in 1994, $2,529 in 1995 and $3,643 in 1996.
(F) Generally the rates of depreciation range from 2.5% to 10% for buildings and improvements,
    3.3% to 20% for cable and security systems and advertising display structures
    and 4% to 30% for machinery, equipment and fixtures.
(G) Includes depreciation expense reflected with earnings from discontinued operations of
    $10,676 in 1996, $15,918 in 1995 and $17,188 in 1994.

</TABLE>

                                    -66-

<PAGE>



<TABLE>
SCHEDULES TO FORM 10-K INFORMATION


In thousands of dollars
Accumulated depreciation and
amortization of property,
plant and equipment
<CAPTION>

                                   Balance at   Additions charged
                                   beginning         to costs              Retirements      Other         Balance at end
                                   of period       and expenses              or sales      changes          of period
- - -------------------------------- -------------- ------------------------- -------------- ---------------- --------------
<S>                              <C>            <C>                       <C>            <C>              <C>
Dec. 25, 1994
Buildings and improvements            $250,851            $26,643                $5,431        $(534)          $271,529
Advertising display structures         139,525             13,150                 2,273       (1,422)           148,980
Machinery, equipment and fixtures      925,965            123,449                83,748          137            965,803
                                 -------------- ------------------------- -------------- ---------------- --------------
                                    $1,316,341           $163,242 (F)(G)        $91,452      $(1,819) (D)    $1,386,312
                                 ============== ========================= ============== ================ ==============

Dec. 31, 1995
Buildings and improvements            $271,529            $25,818                $2,422         $308           $295,233
Cable and security systems and
 advertising display structures        148,980             14,488                 2,046          524            161,946
Machinery, equipment and fixtures      965,803            119,351                53,420           66          1,031,800
                                 -------------- ------------------------- -------------- ---------------- --------------
                                    $1,386,312           $159,657 (F)(G)        $57,888         $898  (D)    $1,488,979
                                 ============== ========================= ============== ================ ==============

Dec. 29, 1996
Buildings and improvements            $295,233            $25,103               $15,139      $(4,422)          $300,775
Cable and security systems and
 advertising display structures        161,946             25,761               169,625       14,515             32,597
Machinery, equipment and fixtures    1,031,800            152,823                87,239       (1,416)         1,095,968
                                 -------------- ------------------------- -------------- ---------------- --------------
                                    $1,488,979           $203,687 (F)(G)       $272,003       $8,677  (D)    $1,429,340
                                 ============== ========================= ============== ================ ==============

(D)(F) and (G) See page 66

</TABLE>




<TABLE>
Valuation and qualifying accounts
<CAPTION>

                                Balance at    Additions charged  Additions (reductions)
Allowance for doubtful           beginning         to costs        for acquisitions/       Deductions    Balance at end
receivables                      of period       and expenses        dispositions        from reserves     of period
                               -------------- ------------------ ---------------------- ---------------- --------------
<S>                            <C>            <C>                <C>                    <C>              <C>
Year ended Dec. 25, 1994             $13,915            $20,139                    $33          $18,241        $15,846
Year ended Dec. 31, 1995             $15,846            $19,101                 $6,394          $19,159        $22,182
Year ended Dec. 29, 1996             $22,182            $22,847                $(1,706)         $24,381        $18,942

</TABLE>



<TABLE>
Supplementary income statement information (from continuing operations)
<CAPTION>
Fiscal year ended                               Dec. 29, 1996     Dec. 31, 1995    Dec. 25, 1994
                                              ------------------ --------------- ----------------
<S>                                           <C>                <C>             <C>
Maintenance and repairs                             $47,879          $37,171          $45,151
Taxes other than payroll and income tax:
 Property                                           $19,344          $15,956          $17,336
 Other                                              $10,120          $10,436          $ 9,497
                                              ------------------ --------------- ----------------
 Total                                              $29,464          $26,392          $26,833
                                              ------------------ --------------- ----------------
</TABLE>

                                    -67-

<PAGE>


<TABLE>
MARKETS WE SERVE
<CAPTION>
Daily newspapers
    State                                                            Circulation Circulation  Circulation         Joined
  Territory            City                     Newspaper              Morning    Afternoon     Sunday    Founded Gannett   *
- - -------------- --------------------- ------------------------------- ----------- ------------ ----------- ------- -------------
<S>            <C>                   <C>                             <C>         <C>          <C>         <C>     <C>
Alabama        Montgomery            The Montgomery Advertiser           59,067                   73,189  1829    1995     (82)
Arizona        Tucson                Tucson Citizen                                   45,998              1870    1976     (45)
Arkansas       Mountain Home         The Baxter Bulletin                 10,071                           1901    1995     (83)
California     Marin County          Marin Independent Journal                        41,215      42,378  1861    1980     (65)
               Palm Springs          The Desert Sun                      47,834                   50,954  1927    1986     (76)
               Salinas               The Californian                     20,965                           1871    1977     (51)
               San Bernardino        The San Bernardino County Sun       80,463                   91,157  1894    1969     (22)
               Tulare                Tulare Advance-Register                           8,597              1882    1993     (81)
               Visalia               Visalia Times-Delta                 22,082                           1859    1977     (52)
Colorado       Fort Collins          Fort Collins Coloradoan             28,534                   35,445  1873    1977     (53)
Connecticut    Norwich               Norwich Bulletin                    32,380                   38,001  1791    1981     (68)
Delaware       Wilmington            The News Journal                   125,598                  150,507  1871    1978     (59)
Florida        Brevard County        FLORIDA TODAY                       85,270                  113,801  1966    1966     (20)
               Fort Myers            News-Press                          90,582                  102,035  1884    1971     (36)
               Pensacola             Pensacola News Journal              61,684                   83,493  1889    1969     (23)
Georgia        Gainesville           The Times                                        22,794      27,188  1947    1981     (67)
               Moultrie              The Observer                         7,293                           1894    1995     (84)
Guam           Agana                 Pacific Daily News                  25,426                   23,940  1944    1971     (35)
Hawaii         Honolulu              Honolulu Advertiser                107,252                  191,636  1856    1993     (80)
Idaho          Boise                 The Idaho Statesman                 65,284                   86,926  1864    1971     (28)
Illinois       Danville              Commercial-News                                  19,373      21,397  1866    1934      (7)
               Rockford              Rockford Register Star              74,215                   86,783  1855    1967     (21)
Indiana        Lafayette             Journal and Courier                 37,204                   44,777  1829    1971     (29)
               Marion                Chronicle-Tribune                   20,015                   23,328  1867    1971     (32)
               Richmond              Palladium-Item                                   19,344      23,797  1831    1976     (44)
Iowa           Des Moines            The Des Moines Register            170,067                  288,088  1849    1985     (72)
               Iowa City             Iowa City Press-Citizen                          15,233              1860    1977     (55)
Kentucky       Louisville            The Courier-Journal                234,731                  320,456  1868    1986     (78)
Louisiana      Monroe                The News-Star                       38,423                   44,168  1890    1977     (58)
               Shreveport            The Times                           79,737                   98,495  1871    1977     (57)
Michigan       Battle Creek          Battle Creek Enquirer                            26,876      35,973  1900    1971     (30)
               Detroit               The Detroit News                                248,236              1873    1986     (75)
                                     The Detroit News and Free Press                             830,097
               Lansing               Lansing State Journal               70,128                   94,405  1855    1971     (27)
               Port Huron            Times Herald                                     31,573      42,228  1900    1970     (24)
Minnesota      St. Cloud             St. Cloud Times                                  28,799      38,056  1861    1977     (50)
Mississippi    Hattiesburg           Hattiesburg American                             25,133      29,169  1897    1982     (70)
               Jackson               The Clarion-Ledger                 106,581                  126,904  1837    1982     (69)
Missouri       Springfield           Springfield News-Leader             62,789                   99,390  1893    1977     (49)
Montana        Great Falls           Great Falls Tribune                 33,557                   39,713  1885    1990     (79)
Nevada         Reno                  Reno Gazette-Journal                67,280                   84,268  1870    1977     (46)
New Jersey     Bridgewater           The Courier-News                    48,126                   50,169  1884    1927      (5)
               Cherry Hill           Courier-Post                        90,599                   99,374  1875    1959     (10)
               Vineland              The Daily Journal                                17,572              1864    1986     (77)
New York       Binghamton            Press & Sun-Bulletin                66,506                   85,738  1904    1943      (9)
               Elmira                Star-Gazette                        32,794                   46,464  1828    1906      (1)
               Ithaca                The Ithaca Journal                  19,147                           1815    1912      (2)
               Poughkeepsie          Poughkeepsie Journal                43,463                   59,235  1785    1977     (48)
               Rochester             Democrat and Chronicle             143,689                  250,033  1833    1928      (6)
                                     Times-Union                                      45,449              1918    1918      (3)
               Saratoga Springs      The Saratogian                      11,639                   13,618  1855    1934      (8)
               Utica                 Observer-Dispatch                   50,751                   62,854  1817    1922      (4)
               Gannett Suburban Newspapers:
                Mamaroneck           The Daily Times                                   5,200       5,295  1879    1964     (17)
                Mount Vernon         The Daily Argus                      6,262                    7,851  1892    1964     (16)
                New Rochelle         The Standard-Star                   10,059                   10,936  1908    1964     (14)
                Ossining             The Citizen-Register                              5,686       6,881  1847    1964     (18)
                Peekskill            The Star                                          6,186       8,276  1922    1985     (74)
                Port Chester         The Daily Item                                    8,746       9,580  1885    1964     (15)
                Tarrytown            The Daily News                                    3,317       3,870  1897    1964     (19)
                West Nyack-Rockland  Rockland Journal-News               40,124                   50,051  1850    1964     (12)
                White Plains         The Reporter Dispatch                            46,399      56,827  1829    1964     (11)
                Yonkers              The Herald Statesman                21,531                   28,123  1852    1964     (13)
North Carolina Asheville             Asheville Citizen-Times             60,996                   72,193  1870    1995     (85)
Ohio           Chillicothe           Chillicothe Gazette                              16,606              1800    1977     (56)
               Cincinnati            The Cincinnati Enquirer            205,107                  347,084  1841    1979     (61)
               Fremont               The News-Messenger                               13,863              1856    1975     (40)
               Gallipolis            Gallipolis Daily Tribune             5,622                   11,816  1893    1995     (86)
               Marietta              The Marietta Times                               12,957              1864    1974     (39)
               Pomeroy               The Daily Sentinel                                4,806              1941    1995     (87)
               Port Clinton          News Herald                                       5,902              1864    1975     (41)
Oklahoma       Muskogee              Muskogee Daily Phoenix
                                      and Times-Democrat                 19,078                   20,378  1888    1977     (54)
Oregon         Salem                 Statesman Journal                   60,878                   69,775  1851    1974     (38)
Pennsylvania   Chambersburg          Public Opinion                                   21,842              1869    1971     (26)
               Lansdale              The Reporter                                     19,607              1870    1980     (66)
               North Hills           North Hills News Record                          19,109      17,968  1962    1976     (43)
               Tarentum              Valley News Dispatch                             33,436      32,967  1891    1976     (42)
South Carolina Greenville            The Greenville News                 99,605                  138,165  1874    1995     (88)
South Dakota   Sioux Falls           Argus Leader                        49,973                   72,610  1881    1977     (47)
Tennessee      Clarksville           The Leaf-Chronicle                  21,159                   24,715  1808    1995     (89)
               Jackson               The Jackson Sun                     40,457                   44,545  1848    1985     (73)
               Nashville             The Tennessean                     148,285                  282,826  1812    1979     (62)
Texas          El Paso               El Paso Times                       65,915                   97,952  1879    1972     (37)
Vermont        Burlington            The Burlington Free Press           52,860                   65,894  1827    1971     (25)
Virgin Islands St. Thomas            The Virgin Islands Daily News       16,216                           1930    1978     (60)
Virginia       Arlington             USA TODAY                        2,163,940                           1982    1982     (71)
               Staunton              The Daily News-Leader               18,253                   22,316  1904    1995     (90)
Washington     Bellingham            The Bellingham Herald                            26,512      34,251  1890    1971     (33)
               Olympia               The Olympian                        37,941                   46,632  1889    1971     (31)
West Virginia  Huntington            The Herald-Dispatch                 38,424                   44,199  1909    1971     (34)
               Point Pleasant        Point Pleasant Register                           5,349              1862    1995     (91)
Wisconsin      Green Bay             Green Bay Press-Gazette                          57,207      86,176  1915    1980     (63)
               Wausau                Wausau Daily Herald                              24,458      31,774  1903    1980     (64)


* Number in parentheses notes chronological order in which existing newspapers joined Gannett.
</TABLE>


                               -68 to 70-


<PAGE>

Non-daily publications:
Weekly, semi-weekly or monthly publications in Alabama,Arizona, Arkansas,
California, Delaware, District of Columbia, Florida, Georgia, Guam,
Illinois, Indiana, Iowa, Kentucky, Louisiana, Maryland, Michigan,
Minnesota, Mississippi, Missouri,Nevada, New Jersey, New York, North
Carolina,Ohio, Oklahoma, Oregon, Pennsylvania, South Carolina
Tennessee, Texas, Vermont, Virginia, Washington, West Virginia,
Wisconsin

USA WEEKEND
Circulation 20 million in 489 newspapers
Advertising offices:  Chicago; Detroit; Los Angeles; New York
Editorial and production offices:  Arlington, Va.

Gannett Direct Marketing Services, Inc.
Louisville, Ky.

Gannett Media Technologies International
Cincinnati, Ohio

Gannett National Newspaper Sales
Headquarters:  New York
Regional offices:  Chicago; Detroit; Greenville, S.C.; Los Angeles

Gannett New Media
Arlington, Va.
Functions:  New business opportunity and investment review and
product development

Gannett Digital Xpress
Arlington, Va.
Functions:  Editorial, broadcast and recording services; Fax on
Demand; personalized audio, fax, short messaging and Internet e-mail
Products:  Gannett Digital Xpress; PI - Personalized Information

Gannett Offset
Headquarters:  Springfield, Va.
Offset sites:  Atlanta; Chandler, Ariz.; Miramar, Fla.; Nashville,
Tenn.; Norwood, Mass.; Olivette, Mo.; Pensacola, Fla.; Springfield, Va.

Gannett Satellite Information Network
Arlington, Va.

Gannett TeleMarketing, Inc.
Headquarters:  Springfield, Va.
Operations:  Cincinnati; Louisville, Ky.; Nashville, Tenn.;
Silver Spring, Md.

GANNETTWORK
Headquarters:  New York
Sales offices:  Chicago; New York

Telematch
Springfield, Va.

Gannett News Service
Headquarters:  Arlington, Va.
Bureaus: Albany, N.Y.; Baton Rouge, La.; Columbus, Ohio; Harrisburg,
Pa.; Indianapolis, Ind.; Olympia, Wash.; Sacramento, Calif.;
Springfield, Ill.; Tallahassee, Fla.

USA TODAY

Headquarters: Arlington, Va.

Print sites:  Arlington, Texas; Atlanta; Batavia, N.Y.; Brevard
County, Fla.; Chandler, Ariz.; Chicago; Columbia, S.C.;
Fort Collins, Colo.; Fort Myers, Fla.; Gainesville, Ga.;
Greensboro, N.C.; Hattiesburg, Miss.; Kankakee, Ill.;
Lawrence, Kan.; Mansfield, Ohio; Marin County, Calif.;
Miramar, Fla.; Nashville, Tenn.; Newark, Ohio; Norwood, Mass.;
Olympia, Wash.; Pasadena, Texas; Port Huron, Mich.; Richmond, Ind.;
Rockaway, N.J.; St. Cloud, Minn.; St. Louis; Salt Lake City; San
Bernardino, Calif.; Springfield, Va.; Tarentum, Pa.; White Plains,
N.Y.; Wilmington, Del.

International print sites:  Frankfurt, Germany; Hong Kong;
London, England

Regional offices: Atlanta; Boston; Buffalo, N.Y.; Charlotte, N.C.;
Chicago; Cincinnati; Cleveland; Columbus, Ohio; Dallas; Denver;
Detroit; Houston; Indianapolis; Kansas City, Mo.; Los Angeles;
Milwaukee; Minneapolis-St. Paul; Miramar, Fla.; Mountainside, N.J.;
Nashville, Tenn.; New Orleans; Orlando, Fla.; Philadelphia;
Phoenix, Ariz.; Pittsburgh; Port Washington, N.Y.; St. Louis;
San Francisco; Seattle; Springfield, Va.

International offices:  Hong Kong; London, England; Singapore

Advertising offices:  Arlington, Va.; Atlanta; Chicago; Dallas;
Detroit; Hong Kong; London, England; Los Angeles; New York;
San Francisco

USA TODAY Baseball Weekly                Circulation 250,000
Editorial and advertising offices        Arlington, Va.

USA TODAY Information Network            Arlington, Va.

                                    -71-

<PAGE>


<TABLE>
BROADCASTING AND CABLE DIVISIONS
Television stations
<CAPTION>
                                                                          **
                                                                       Weekly              Joined
     State               City            Station     Channel/Network   Audience   Founded  Gannett   *
- - ---------------- --------------------- ------------ ----------------- ----------- -------- -------------
<S>              <C>                   <C>          <C>               <C>         <C>      <C>
Arizona          Flagstaff             KNAZ-TV (1)  Channel 2/NBC         68,000  1970     1997     (17)
                 Kingman               KMOH-TV (1)  Channel 6/WB          33,000  1988     1997     (18)
                 Phoenix               KPNX-TV      Channel 12/NBC     1,057,000  1953     1979      (3)
Arkansas         Little Rock           KTHV-TV      Channel 11/CBS       429,000  1955     1994      (9)
Colorado         Denver                KUSA-TV      Channel 9/NBC      1,337,000  1952     1979      (2)
District of
 Columbia        Washington            WUSA-TV      Channel 9/CBS      1,991,000  1949     1986      (5)
Florida          Jacksonville          WTLV-TV      Channel 12/NBC       436,000  1957     1988      (7)
                 Tampa-St. Petersburg  WTSP-TV      Channel 10/CBS     1,207,000  1965     1996     (14)
Georgia          Atlanta               WXIA-TV      Channel 11/NBC     1,453,000  1948     1979      (1)
                 Macon                 WMAZ-TV      Channel 13/CBS       209,000  1953     1995     (10)
Michigan         Grand Rapids          WZZM-TV      Channel 13/ABC       420,000  1962     1997     (15)
Minnesota        Minneapolis-St. Paul  KARE-TV      Channel 11/NBC     1,318,000  1953     1983      (4)
Missouri         St. Louis             KSDK-TV      Channel 5/NBC      1,094,000  1947     1995     (11)
New York         Buffalo               WGRZ-TV      Channel 2/NBC        557,000  1954     1997     (16)
North Carolina   Greensboro            WFMY-TV      Channel 2/CBS        558,000  1949     1988      (8)
Ohio             Cleveland             WKYC-TV      Channel 3/NBC      1,395,000  1948     1995     (12)
Tennessee        Knoxville             WBIR-TV      Channel 10/NBC       440,000  1956     1995     (13)
Texas            Austin                KVUE-TV      Channel 24/ABC       363,000  1971     1986      (6)


Radio Stations
                                                                          **
                                                                        Weekly              Joined
     State               City            Station         Channel       Audience   Founded  Gannett   *
- - ---------------- --------------------- ------------ ----------------- ----------- -------- -------------
Illinois         Chicago               WGCI         1390 Khz             208,200  1923     1979      (2)
                                       WGCI-FM      107.5 Mhz            950,100  1959     1979      (1)
Texas            Dallas                KHKS-FM      106.1 Mhz            732,600  1950     1986      (5)
                 Houston               KKBQ         790 Khz           (See Note 2)1944     1984      (4)
                                       KKBQ-FM      92.9 Mhz             476,700  1962     1984      (3)


*   Number in parentheses notes chronological order in which existing stations joined Gannett.
**  Weekly audience for television stations is number of TV households reached, according
    to the November 1996 Nielsen book.
    Weekly audience for radio stations is number of different listeners age 12 and up
    reached in the Total Survey Area, according to the Fall 1996 Arbitron book.
(1) Gannett has entered into an agreement with Grand Canyon Television Co., Inc., to acquire
    KNAZ-TV and KMOH-TV.  The transaction is subject to FCC approval.
(2) KKBQ-AM reported in combination with KKBQ-FM.


</TABLE>


Multimedia Cablevision Co.
Headquarters:  Wichita, Kan.
Regional offices:  Edmond, Okla.; Oak Lawn, Ill.; Rocky Mount, N.C.;
Wichita, Kan.

Multimedia Security Service
Headquarters:  Wichita, Kan.
Offices:  Anaheim, Calif.; Atlanta; Beaumont, Texas; Chicago; Concord,
Calif.; Dallas; Houston; Kansas City, Kan.; Knoxville, Tenn.; Miami;
Oklahoma City, Okla.; Pensacola, Fla.; Phoenix, Ariz.; San Diego;
St. Louis; Tulsa, Okla.; Wichita, Kan.

                                    -72-

<PAGE>


This report was written and produced by employees of Gannett.

Senior Vice President/Public Affairs and Government Relations
Mimi Feller

Vice President/Treasury Services and Investor Relations
Gracia Martore

Vice President/Corporate Accounting Services
George Gavagan

Director/Consolidation Accounting
Julie Valpey

Manager/Publications
Ashley Weissenburger

Art Director
Michael Abernethy

Corporate Writers
Laura Dalton, Mary Hardie

Printing
Monroe Litho, Rochester, N.Y.

Photo Credits:
Dave Leonard, Gannett (pp.2,6,10,16,17); Randy Fujimori, Honolulu
Advertiser (p.6); Paul Goldberg, Gannett (pp.7,8,11,12);
Alan Lessig, The Detroit News (p.9); Gretchen Sloan, Gannett
(p.10); Julie Knight (p.12); David Schmidt (p.13); Anne Ryan,
USA TODAY (p.13); Tom Strand (p.13); Jackie Shumaker (p.14);
Dan Moore (p.15); Matthew Borkoski/Folio Inc. (p.15);
Tenley Truxell, Gannett (pp.18-20)


GANNETT ON THE NET

News and information about Gannett is available on the Internet's
World Wide Web at http://www.gannett.com.  The following Gannett
properties also offer online services or informational sites on the Web:

USA TODAY
http://www.usatoday.com

FLORIDA TODAY, Brevard County
http://www.flatoday.com

The Cincinnati Enquirer
http://enquirer.com

The Detroit News
http://www.detnews.com

Star-Gazette, Elmira, N.Y.
http://www.star-gazette.com

News-Press, Fort Myers, Fla.
http://www.paradise-swfla.com

The Greenville (S.C.) News
http://greenvilleonline.com

Journal and Courier, Lafayette, Ind.
http://www.jconline.com

The Tennessean, Nashville
http://www.tennessean.com

North Hills (Pa.) News Record
http://www.nauticom.net/users/nhnr

Pensacola (Fla.) News Journal
http://www.gulfcoastgateway.com

Poughkeepsie (N.Y.) Journal
http://www.pojonews.com

Reno Gazette-Journal
http://www.nevadanet.com

Democrat and Chronicle/
Times-Union, Rochester, N.Y.
http://www.rochesterdandc.com

Gannett Suburban Newspapers,
Westchester County, N.Y.
http://www.nynews.com

Gannett Media Technologies International
http://www.gmti.com

KVUE-TV, Austin, Texas
http://www.kvue.com

KUSA-TV, Denver
http://www.9news.com

WMAZ-TV, Macon, Ga.
http://www.13wmaz.com

WUSA-TV, Washington, D.C.
http://www.wusatv.com



Gannett Shareholder Services

Gannett Stock
Gannett Co., Inc. shares are traded on the New York Stock Exchange
with the symbol GCI.

The Company's transfer agent and registrar is Norwest Bank Minnesota,
N.A. General inquiries and requests for enrollment materials for the
programs described below should be directed to Norwest's Stock
Transfer Department, P.O. Box 64854, South St. Paul, MN 55164-0854 or by
telephone at 1-800-778-3299.

Gannett is pleased to offer the following shareholder services:

Dividend Reinvestment Plan
The Dividend Reinvestment Plan (DRP) provides Gannett shareholders
the opportunity to purchase additional shares of the Company's common stock
free of brokerage fees or service charges through automatic reinvestment
of dividends and optional cash payments. Cash payments may range from a
minimum of $10 to a maximum of $5,000 per month.

Automatic Cash Investment Service for the DRP
This service provides a convenient, no-cost method of having money
automatically withdrawn from your checking or savings account each
month and invested in Gannett stock through your DRP account.

Direct Deposit Service
Gannett shareholders may have their quarterly dividends electronically
credited to their checking or savings accounts on the payment date at
no additional cost.

Form 10-K
Information provided by Gannett in its Form 10-K annual report to the
Securities and Exchange Commission has been incorporated in this report.
Copies of the complete Form 10-K annual report may be obtained by writing
the Secretary, Gannett Co., Inc., 1100 Wilson Blvd., Arlington, VA  22234.

Annual Meeting
The annual meeting of shareholders will be held at 10 a.m. Tuesday, May 6,
1997 at Gannett headquarters.

For More Information
News and information about Gannett is available on the Internet's World
Wide Web (see list at right) or by calling our toll-free information line
at 1-800-356-1713. Quarterly earnings information will be available around
the middle of April, July and October 1997.

Shareholders who wish to contact the Company directly about their Gannett
stock should call Shareholder Services at Gannett headquarters, 703-284-6960.

Gannett Headquarters
1100 Wilson Boulevard
Arlington, VA  22234
703-284-6000

Printed on recycled paper.

                                    -73-





                         SUBSIDIARY LIST

                                              STATE OF
UNIT                                          INCORPORATION
- - ----                                          -----------------

ADVANCED MEDIA SOLUTIONS                      DELAWARE


THE ADVERTISER COMPANY                        ALABAMA


ARKANSAS TELEVISION COMPANY                   ARKANSAS


BAXTER COUNTY NEWSPAPERS, INC.                ARKANSAS


BETWEEN FRIENDS, INC.                         SOUTH CAROLINA


CALIFORNIA NEWSPAPERS, INC.                   CALIFORNIA


CAPE PUBLICATIONS, INC.                       FLORIDA


CHILDREN'S EDITION, INC.                      KENTUCKY


CITIZEN PUBLISHING COMPANY                    ARIZONA


COMBINED COMMUNICATIONS CORPORATION           ARIZONA


COMBINED COMMUNICATIONS CORPORATION
  OF OKLAHOMA, INC.                           OKLAHOMA


CONSPIRACY PRODUCTIONS, INC.                  SOUTH CAROLINA


COURIER BROADWAY CORP.                        KENTUCKY


COURIER-JOURNAL AND LOUISVILLE TIMES
  COMPANY                                     KENTUCKY


DAILY NEWS PUBLISHING CO., INC.               VIRGIN ISLANDS


DAZZLE, INC.                                  SOUTH CAROLINA


DES MOINES REGISTER AND TRIBUNE CO.           IOWA


THE DESERT SUN PUBLISHING COMPANY             CALIFORNIA


THE DETROIT NEWS, INC.                        MICHIGAN


DETROIT NEWSPAPER AGENCY                      MICHIGAN


DIGICOL, INC.                                 DELAWARE


EL PASO TIMES, INC.                           DELAWARE


FEDERATED PUBLICATIONS, INC.                  DELAWARE


FIRST COST TOWER GROUP                        FLORIDA


FORT COLLINS NEWSPAPERS INC.                  COLORADO


GANNETT ACQUISITION SUBSIDIARY, INC.          DELAWARE


GANNETT COLORADO BROADCASTING, INC.           DELAWARE


GANNETT CP, INC.                              DELAWARE


GANNETT DIRECT MARKETING SERVICES, INC.       KENTUCKY


GANNETT HAWAII, INC.                          HAWAII


GANNETT INTERNATIONAL
 COMMUNICATIONS, INC.    DELAWARE


GANNETT LHA, INC.                             DELAWARE


GANNETT LHA INTERNATIONAL, INC.               DELAWARE


GANNETT MASSACHUSETTS SUPPLY CORP.            MASSACHUSETTS


GANNETT MINNESOTA BROADCASTING, INC.          DELAWARE


GANNETT NATIONAL NEWSPAPER SALES, INC.        DELAWARE


GANNETT ON-LINE INVESTOR, INC.                DELAWARE


GANNETT ON-LINE PARTNER, LLC                  DELAWARE


GANNETT OUTDOOR CO. OF TEXAS                  TEXAS


GANNETT PACIFIC CORPORATION                   HAWAII


GANNETT RIVER STATES PUBLISHING CORPORATION   ARKANSAS


GANNETT SATELLITE INFORMATION NETWORK, INC.   DELAWARE


GANNETT SUPPLY CORPORATION                    DELAWARE


GANNETT T/G SUBSIDIARY, INC.                  CALIFORNIA


GANNETT TELEMARKETING, INC.                   DELAWARE


GANNETT TRANSIT, INC.                         DELAWARE


GUAM PUBLICATIONS, INCORPORATED               HAWAII


HAWAII NEWSPAPER AGENCY LIMITED PARTNERSHIP   DELAWARE


KPNX BROADCASTING COMPANY                     ARIZONA


KVUE-TV, INC.                                 MICHIGAN


LEAF CHRONICLE COMPANY, INC.                  TENNESSEE


MACON RADIO CORPORATION                       DELAWARE


MCCLURE NEWSPAPERS, INC.                      DELAWARE


MEDIA WEST - CNI, INC.                        DELAWARE


MEDIA WEST - CPI, INC.                        DELAWARE


MEDIA WEST - DMR, INC.                        DELAWARE


MEDIA WEST - DSP, INC.                        DELAWARE


MEDIA WEST - EPT, INC.                        DELAWARE


MEDIA WEST - FCN, INC.                        DELAWARE


MEDIA WEST - FPI, INC.                        DELAWARE


MEDIA WEST - GRS, INC.                        DELAWARE


MEDIA WEST - GSI, INC.                        DELAWARE


MEDIA WEST - LCJ, INC.                        DELAWARE


MEDIA WEST - NPP, INC.                        DELAWARE


MEDIA WEST - OPP, INC.                        DELAWARE


MEDIA WEST - PCC, INC.                        DELAWARE


MEDIA WEST - PNJ, INC.                        DELAWARE


MEDIA WEST - RDC, INC.                        DELAWARE


MEDIA WEST - RNI, INC.                        DELAWARE


MEDIA WEST - SBC, INC.                        DELAWARE


MEDIA WEST - SCN, INC.                        DELAWARE


MEDIA WEST - SFN, INC.                        DELAWARE


MEDIA WEST - SJC, INC.                        DELAWARE


MEDIA WEST - SNI, INC.                        DELAWARE


MEDIA WEST - SPC, INC.                        DELAWARE


MEDIA WEST - THC, INC.                        DELAWARE


MEDIA WEST - UWI, INC.                        DELAWARE


MEDIA WEST - VNI, INC.                        DELAWARE


MNC DIRECT, INC.                              SOUTH CAROLINA


MOW PRODUCTIONS, INC.                         SOUTH CAROLINA


MPPI, INC.                                    SOUTH CAROLINA


MULTIMEDIA, INC.                              SOUTH CAROLINA


MULTIMEDIA CABLEVISION, INC.                  SOUTH CAROLINA


MULTIMEDIA CABLEVISION OF BATAVIA, INC.       ILLINOIS


MULTIMEDIA CABLEVISION OF CHICAGO RIDGE, INC. ILLINOIS


MULTIMEDIA CABLEVISION OF EVERGREEN
  PARK, INC.                                  ILLINOIS


MULTIMEDIA CABLEVISION OF HOMETOWN, INC.      ILLINOIS


MULTIMEDIA CABLEVISION OF ILLINOIS, INC.      ILLINOIS


MULTIMEDIA CABLEVISION OF MIDWEST CITY, INC.  OKLAHOMA


MULTIMEDIA OF CINCINNATI, INC.                OHIO


MULTIMEDIA DEVELOPMENT, INC.                  SOUTH CAROLINA


MULTIMEDIA ENTERPRISE, INC.                   SOUTH CAROLINA


MULTIMEDIA ENTERTAINMENT, INC.                SOUTH CAROLINA


MULTIMEDIA ENTERTAINMENT PRODUCTIONS, INC.    SOUTH CAROLINA


MULTIMEDIA FILMS, INC.                        SOUTH CAROLINA


MULTIMEDIA HOME VIDEO, INC.                   DELAWARE


MULTIMEDIA KSDK, INC.                         SOUTH CAROLINA


MULTIMEDIA MOTION PICTURES, INC.              SOUTH CAROLINA


MULTIMEDIA PROGRAMS, INC.                     OHIO


MULTIMEDIA PUBLISHING OF NORTH CAROLINA,
  INC.                                        SOUTH CAROLINA


MULTIMEDIA PUBLISHING OF SOUTH CAROLINA,
  INC.                                        SOUTH CAROLINA


MULTIMEDIA SECURITY SERVICE, INC.             SOUTH CAROLINA


MULTIMEDIA SERVICE, INC.                      DELAWARE


MULTIMEDIA SPECIALS, INC.                     SOUTH CAROLINA


MULTIMEDIA TALK TELEVISION, INC.              SOUTH CAROLINA


MULTIMEDIA TELECOMMUNICATIONS, INC.           SOUTH CAROLINA


MULTIMEDIA WBIR, INC.                         SOUTH CAROLINA


MULTIMEDIA WMAZ, INC.                         SOUTH CAROLINA


MUSIC CITY NEWS PUBLISHING CO., INC.          TENNESSEE


NEW YORK SUBWAYS ADVERTISING CO., INC.        ARIZONA


NEWS-PRESS PUBLISHING COMPANY                 FLORIDA


THE OHIO VALLEY PUBLISHING COMPANY            OHIO


OKLAHOMA PRESS PUBLISHING COMPANY             OKLAHOMA


PACIFIC MEDIA, INC.                           DELAWARE


PACIFIC AND SOUTHERN COMPANY, INC.            DELAWARE


PENSACOLA NEWS-JOURNAL INC.                   FLORIDA


POINT PLEASANT REGISTER COMPANY               WEST VIRGINIA


PRESS-CITIZEN COMPANY INC.                    IOWA


RED CARPET CABLE, INC.                        OKLAHOMA


RENO NEWSPAPERS, INC.                         NEVADA


ST. CLOUD NEWSPAPERS INC.                     MINNESOTA


SALEM COUNTY SAMPLER, INC.                    NEW JERSEY


SALINAS NEWSPAPERS INC.                       CALIFORNIA


SHELTER MEDIA COMMUNICATIONS, INC.            CALIFORNIA


SHINY ROCK MINING CORPORATION                 OREGON


SIOUX FALLS NEWSPAPERS INC.                   SOUTH DAKOTA


SOUTHLAND PUBLISHING COMPANY                  DELAWARE


SPEIDEL NEWSPAPERS INC.                       DELAWARE


THE STATESMAN-JOURNAL COMPANY                 OREGON


SUMNER TIMES, INC.                            TENNESSEE


THE SUN COMPANY OF SAN BERNARDINO,
  CALIFORNIA                                  CALIFORNIA


TAR RIVER COMMUNICATIONS, INC.                NORTH CAROLINA


TELEPRODUCTIONS CORPORATION                   SOUTH CAROLINA


TELEVISION 12 OF JACKSONVILLE, INC.           FLORIDA


THE TIMES HERALD COMPANY                      MICHIGAN


TNI PARTNERS                                  ARIZONA


USA DIGITAL RADIO PARTNERS, L.P.              NEW YORK


USA TODAY INTERNATIONAL CORPORATION           DELAWARE


USA WEEKEND, INC.                             DELAWARE


VISALIA NEWSPAPERS INC.                       CALIFORNIA


VISIONS, INC.                                 SOUTH CAROLINA


WFMY TELEVISION CORP.                         NORTH CAROLINA


WKYC HOLDINGS, INC.                           DELAWARE


WKYC-TV, INC.                                 DELAWARE








                                                       Exhibit 23


                CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in the Prospectuses
constituting part of the Registration Statements on Form S-3
(Nos. 33-63673, 33-58686 and 33-53159) and in the Registration Statements
on Form S-8 (Nos. 2-63038, 2-84088, 33-15319, 33-16790, 33-28413, 33-35305,
33-50813, 33-64959, 333-04459 and 333-03941) of Gannett Co., Inc. of our
report dated February 4, 1997 appearing on page 49 of the Annual Report to
Shareholders which is incorporated in this Annual Report on Form 10-K.
We also consent to the incorporation by reference of our report on the
Financial Statement Schedules, which appears on page 8 of this Form 10-K.


/s/ Price Waterhouse LLP
________________________________
PRICE WATERHOUSE LLP


Washington, D.C.
March 21, 1997







<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information
extracted from the consolidated balance sheets and
statements of income for Gannett Co., Inc. and is
qualified in its entirety by reference to such
financial statements.
</LEGEND>
       
<S>                                     <C>
<PERIOD-TYPE>                           YEAR
<FISCAL-YEAR-END>                             DEC-29-1996
<PERIOD-START>                                 JAN-1-1996
<PERIOD-END>                                  DEC-29-1996
<CASH>                                         27,179,000
<SECURITIES>                                    4,023,000
<RECEIVABLES>                                 588,037,000
<ALLOWANCES>                                   18,942,000
<INVENTORY>                                    73,621,000
<CURRENT-ASSETS>                              766,605,000
<PP&E>                                      3,423,400,000
<DEPRECIATION>                              1,429,340,000
<TOTAL-ASSETS>                              6,349,597,000
<CURRENT-LIABILITIES>                         718,996,000
<BONDS>                                                 0
<COMMON>                                      162,210,000
<PREFERRED-MANDATORY>                                   0
<PREFERRED>                                             0
<OTHER-SE>                                  2,768,608,000
<TOTAL-LIABILITY-AND-EQUITY>                6,349,597,000
<SALES>                                     4,421,107,000
<TOTAL-REVENUES>                            4,421,107,000
<CGS>                                       2,367,848,000
<TOTAL-COSTS>                               3,354,702,000
<OTHER-EXPENSES>                                        0
<LOSS-PROVISION>                                        0
<INTEREST-EXPENSE>                            135,563,000
<INCOME-PRETAX>                             1,086,667,000
<INCOME-TAX>                                  462,700,000
<INCOME-CONTINUING>                           623,967,000
<DISCONTINUED>                                319,120,000
<EXTRAORDINARY>                                         0
<CHANGES>                                               0
<NET-INCOME>                                  943,087,000
<EPS-PRIMARY>                                        6.69
<EPS-DILUTED>                                           0

        

</TABLE>