Washington, D.C.   20549

                                        FORM 10-Q
(Mark One)

X    Quarterly report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934 for the quarterly period ended June  26, 1994
     Transition report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934 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)

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


  (Former name, former address and former fiscal year, if changed since last

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  ____

The number of shares outstanding of the issuer's Common Stock, Par Value
$1.00, as of June 26, 1994 was 147,139,039.



1994 Acquisition

On May 3, 1994, the Company purchased Nursing Spectrum, which
publishes a group of biweekly periodicals specializing in
advertising for nursing employment.  The acquisition did not
materially affect results of operations or financial condition.

Operating Summary

Income from operations for the second quarter of 1994 rose $29.6
million or 15%, reflecting significant performance gains by the
Company's newspaper and broadcast divisions.  For newspapers,
stronger demand for classified advertising coupled with modest
growth in costs contributed to a 12% earnings gain.  Improved
broadcast earnings, which rose 29%, resulted principally from
television advertising revenue growth at presently owned stations.

Operating income for the first six months of 1994 rose $51.9
million or 16%.


Newspaper publishing revenues rose $31.4 million or 4% in the
second quarter of 1994 and $63.1 million or 4% for the year-to-
date.  Newspaper advertising revenue rose $26.9 million or 5% for
the quarter and $54.1 million or 6% for the first six months,
reflecting continued gains in classified advertising.   Help-
wanted advertising has contributed to higher classified revenues
at most of the Company's local newspapers.

The tables below provide, on a pro forma basis, further details
of newspaper ad revenue and linage for the second quarter and
year-to-date periods of 1994 and 1993:

Advertising revenue, in thousands of dollars (pro forma)

Second quarter    1994          1993           % Change

Local           $195,080      $193,670            1

National          80,272        78,515            2

Classified       180,902       159,913           13

Total Run-
  of-Press       456,254       432,098            6

  and other
  advertising     83,896        81,830            3

Total ad
  revenue       $540,150      $513,928            5

Advertising linage, in thousands of inches (pro forma)

Second quarter    1994          1993           % Change

Local              7,898         8,055           (2)

National             581           559            4

Classified         8,251         7,635            8

Total Run-
  of-Press        16,730        16,249            3

Preprint          16,754        16,464            2

Total ad
  linage          33,484        32,713            2

Advertising revenue, in thousands of dollars (pro forma)

Year-to-date      1994           1993          % Change

Local         $  376,417    $  372,785             1

National         154,765       149,109             4

Classified       341,149       303,699            12

Total Run-
  of-Press       872,331       825,593             6

  and other
  advertising    160,063       154,264             4

Total ad
  revenue     $1,032,394      $979,857             5

Advertising linage, in thousands of inches (pro forma)

Year-to-date     1994           1993           % Change

Local            15,127        15,397             (2%)

National          1,082         1,027              5%

Classified       15,551        14,449              8%

Total Run-
  of-Press       31,760        30,873              3%

Preprint         30,533        29,531              3%

Total ad
  linage         62,293        60,404              3%

Newspaper circulation revenues rose $2.8 million or 1% for the
quarter and $4.9 million or 1% for the first six months.  Net
paid daily and Sunday circulation for the Company's local
newspapers fell slightly for the quarter and for the year-to-
date.  USA TODAY reported an average daily paid circulation of
2,025,250 in the ABC Publisher's statement for the six months
ended March 27, 1994, which, subject to audit, was down less than
1% from the comparable period a year ago.

Operating costs in total for the newspaper segment rose $10.8
million or 2% for the quarter and $30.8 million or 3% for the
year-to-date.  Newsprint costs declined 6% for the quarter and 3%
for the year-to-date, reflecting lower prices from a year ago,
partly offset by higher consumption.  The Company expects
newsprint prices to trend higher than year ago levels for the
remainder of 1994.  Payroll costs rose 2% for the quarter and for
the year-to-date.

Newspaper operating income rose $20.7 million or 12% for the
quarter and $32.3 million or 10% for the first six months, due
principally to the improved ad revenue environment and lower
newsprint costs.  Most of the Company's local newspapers reported
improved ad revenues and operating income results.  At USA Today,
operating results improved for the quarter and were down slightly
for the year-to-date.  Revenues were up 1% for the quarter and
were even for the first six months.


Broadcast revenues were down $1.5 million or 1% for the second
quarter and were even for the first six months, while operating
costs declined $10.4 million or 13% for the quarter and $21.4
million or 14% for the year-to-date.   On a pro forma basis,
broadcast revenues increased 10% for the quarter and 12% for the
year-to-date, while operating costs increased 3% for the quarter
and 2% for the first six months.

On a pro forma basis, local television ad revenues increased 8%
for the quarter and 10% for the year to date. Pro forma national
revenues increased 12% for the quarter and 13% for the year-to-
date.  Pro forma radio revenues increased 18% for the quarter and
22% for the first six months, reflecting improved market shares
at key radio stations.  Operating income rose $8.9 million or 29%
for the quarter and $21 million or 53% for the year-to-date,
reflecting strong gains at most of the Company's television and
radio stations.  For the year-to-date period, broadcast earnings
were also favorably affected by the recent sale of four radio
stations in Kansas City and St. Louis, Mo., and the Company's
television station in Boston.


Outdoor revenues declined $0.8 million or 1% for the quarter and
$1.7 million or 2% for the year-to-date, while operating costs
were flat for the quarter and year-to-date.  Operating income for
Outdoor declined $0.7 million or 8% for the quarter and $1.4
million or 29% for the year-to-date.

Non-operating income and expense

Interest expense declined $2.8 million or 21% for the quarter and
$2.7 million or 11% for the year-to-date.  Average borrowings
were lower during the first half of 1994, but average interest
rates on borrowed funds were higher than a year ago.

Net Income

Net income rose $18.1 million or 16% for the quarter and $30.5
million or 17% for the first six months.  Net income per share
was $0.90 for the quarter compared to $0.78 in 1993, an increase
of 15%.  For the year-to-date, net income per share rose to $1.43
from $1.23 in 1993, a 16% increase.  The weighted average number
of shares outstanding totaled 147,169,000 for the second quarter
of 1994 compared with 146,628,000 for the second quarter of 1993.
Average shares outstanding for the year-to-date totaled
147,146,000 for 1994 and 146,208,000 for 1993.  The increase in
shares outstanding is due principally to the effect of shares
issued in connection with the acquisition of the Honolulu
Advertiser in 1993.

Liquidity and capital resources

Cash flow from operating activities totaled $358.3 million for
the first half of 1994 compared with $258.7 million a year ago.
Working capital totaled $103.7 million, down from $302.8 million
at the end of 1993.

Capital expenditures for the year-to-date totaled $68 million,
compared with $64 million in 1993.  The Company's long-term debt
(commercial paper obligations) was reduced by $223 million from
operating cash flows in the first half of 1994.  The Company's
regular quarterly dividend of $0.33 per share was declared in the
first and second quarters of 1994 and totaled $97.1 million.

During the second quarter, the Company announced it would resume
a 7.5 million share repurchase program, originally authorized in
1988.  Approximately 4.5 million shares had been purchased prior
to 1994; more than one million shares have been purchased


ASSETS                                     June 26, 1994        Dec. 26, 1993
- ------                                    --------------        --------------
Current Assets:
  Cash...............................    $    27,919,000      $    32,461,000
  Marketable securities..............         15,550,000           43,034,000
  Trade receivables, less allowance
  (1994 -  $16,319,000 ; 1993 -
  $13,915,000).......................        449,130,000          449,063,000
  Other receivables..................         31,786,000          135,036,000
  Inventories (materials and supplies)        39,342,000           53,094,000
  Prepaid expenses...................         51,060,000           45,269,000
                                           -------------        -------------
    Total current assets.............        614,787,000          757,957,000
                                           -------------        -------------
Property, plant and equipment:
  Cost...............................      2,841,029,000        2,794,610,000
  Less accumulated depreciation......     (1,382,133,000)      (1,316,341,000)
                                           -------------        -------------
  Net property, plant and equipment..      1,458,896,000        1,478,269,000
                                           -------------        -------------
Intangible and other assets:
  Excess of cost of subsidiaries over
   net tangible assets acquired, less
   amortization (1994 - $419,123,000 ;
   1993 - $396,915,000)..............      1,505,278,000        1,501,102,000
  Other assets.......................        167,993,000           86,470,000
                                           -------------        -------------
    Total intangible and other assets      1,673,271,000        1,587,572,000
                                           -------------        -------------
    Total assets.....................    $ 3,746,954,000      $ 3,823,798,000
                                           =============        =============
- ----------------------------------
Current Liabilities:
  Current portion of long-term debt..    $        90,000      $       164,000
  Accounts payable and current portion
   of film contracts payable.........        177,370,000          187,208,000
  Compensation, interest and other
   accruals..........................        152,866,000          140,457,000
  Dividend payable...................         48,495,000           48,399,000
  Income taxes.......................         56,844,000            5,760,000
  Deferred income....................         75,409,000           73,151,000
                                           -------------        -------------
     Total current liabilities.......        511,074,000          455,139,000

  Deferred income taxes..............        192,683,000          205,314,000
  Long-term debt, less current portion       627,012,000          850,686,000
  Retiree medical and life insurance.        312,157,000          308,024,000
  Other long-term liabilities........         85,294,000           96,715,000
                                           -------------        -------------
  Total liabilities..................      1,728,220,000        1,915,878,000
                                           -------------        -------------
Shareholders' Equity:
  Preferred stock of $1 par value
   per share.  Authorized 2,000,000
   shares, issued - none
  Common stock of $1 par value per
  share.  Authorized 400,000,000
  shares; issued 162,211,590 shares..        162,212,000          162,212,000
  Additional paid-in capital.........         69,504,000           70,938,000
  Retained earnings..................      2,478,548,000        2,366,246,000
  Foreign currency translation
    adjustment.......................        (11,643,000)          (9,442,000)
                                           -------------        -------------
  Total..............................      2,698,621,000        2,589,954,000
  Less treasury stock - 15,072,551
   shares and 15,244,733 shares,
   respectively, at cost.............       (643,198,000)        (643,787,000)
  Deferred compensation related to
   ESOP..............................        (36,689,000)         (38,247,000)
                                           -------------        -------------
     Total shareholders' equity......      2,018,734,000        1,907,920,000
     Total liabilities and                 -------------        -------------
      shareholders' equity...........    $ 3,746,954,000      $ 3,823,798,000
                                           =============        =============

Thirteen weeks ended Twenty-six weeks ended June 26, 1994 June 27, 1993 June 26, 1994 June 27, 1993 ------------- ------------- ------------- ------------- Net Operating Revenues: Newspaper advertising............... $ 540,150,000 $ 513,226,000 $1,032,394,000 $ 978,298,000 Newspaper circulation............... 212,945,000 210,124,000 425,085,000 420,177,000 Broadcasting........................ 107,493,000 109,017,000 191,500,000 191,893,000 Outdoor advertising................. 63,181,000 63,987,000 110,102,000 111,812,000 Other............................... 43,112,000 41,415,000 84,425,000 80,319,000 ----------- ----------- ------------- ------------- Total............................... 966,881,000 937,769,000 1,843,506,000 1,782,499,000 ----------- ----------- ------------- ------------- Operating Expenses: Cost of sales and operating expenses, exclusive of depreciation.......... 516,083,000 517,941,000 1,032,507,000 1,027,318,000 Selling, general and administrative expenses, exclusive of depreciation 168,458,000 166,242,000 334,403,000 329,249,000 Depreciation........................ 40,511,000 41,098,000 81,001,000 82,045,000 Amortization of intangible assets... 11,145,000 11,404,000 22,455,000 22,683,000 ----------- ----------- ------------- ------------- Total............................... 736,197,000 736,685,000 1,470,366,000 1,461,295,000 ----------- ----------- ------------- ------------- Operating income.................... 230,684,000 201,084,000 373,140,000 321,204,000 ----------- ----------- ------------- ------------- Non-operating income (expense): Interest expense.................... (10,729,000) (13,504,000) (21,897,000) (24,549,000) Other............................... 1,418,000 1,848,000 2,441,000 3,340,000 ----------- ----------- ------------- ------------- Total............................... (9,311,000) (11,656,000) (19,456,000) (21,209,000) ----------- ----------- ------------- ------------- Income before income taxes.......... 221,373,000 189,428,000 353,684,000 299,995,000 Provision for income taxes.......... 89,600,000 75,775,000 143,200,000 120,000,000 ----------- ----------- ------------- ------------- Net income.......................... $ 131,773,000 $ 113,653,000 $ 210,484,000 $ 179,995,000 =========== =========== ============= ============= Net income per share................ $0.90 $0.78 $1.43 $1.23 =========== =========== ============= ============= Dividends per share................. $0.33 $0.32 $0.66 $0.64 =========== =========== ============= =============
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Twenty-six weeks ended June 26, 1994 June 27, 1993 Cash Flows From Operating Activities: ------------- -------------- Net income................................. $210,484,000 $179,995,000 Adjustments to reconcile net income to operating cash flows: Depreciation............................. 81,001,000 82,045,000 Amortization of intangibles.............. 22,455,000 22,683,000 Deferred income taxes.................... (8,631,000) (9,064,000) Gain on sale of assets................... (3,603,000) (1,035,000) Other, net............................... 11,107,000 3,464,000 Changes in other assets & liabilities, net 45,438,000 (19,366,000) ------------- -------------- Net cash flow from operating activities.... 358,251,000 258,722,000 ------------- -------------- Cash Flows From Investing Activities: Purchase of property, plant and equipment.. (67,661,000) (64,035,000) Payments for acquisitions, net of cash acquired.................................. (29,140,000) (5,175,000) Increase in other investments.............. (23,539,000) Proceeds from sale of assets............... 49,958,000 13,037,000 Collection of long-term receivables........ 833,000 1,067,000 ------------- -------------- Net cash used by investing activities...... (69,549,000) (55,106,000) ------------- -------------- Cash Flows From Financing Activities: Proceeds from long-term debt............... 525,000,000 Payments of long-term debt................. (222,754,000) (645,276,000) Dividends paid............................. (97,036,000) (93,101,000) Common stock transactions, net............. 305,000 5,984,000 ------------- -------------- Net cash used for financing activities..... (319,485,000) (207,393,000) ------------- -------------- Effect of currency exchange rate change.... (1,243,000) (179,000) ------------- -------------- Net decrease in cash and cash equivalents.. (32,026,000) (3,956,000) Balance of cash and cash equivalents at beginning of year...................... 75,495,000 73,329,000 ------------- -------------- Balance of cash and cash equivalents at end of second quarter.................. $43,469,000 $69,373,000 ============= ============== BUSINESS SEGMENT INFORMATION
Thirteen weeks ended Twenty-six weeks ended June 26, 1994 June 27, 1993 June 26, 1994 June 27, 1993 ------------- ------------- ------------- ------------- OPERATING REVENUES: Newspaper publishing............. $796,207,000 $764,765,000 $1,541,904,000 $1,478,794,000 Broadcasting..................... 107,493,000 109,017,000 191,500,000 191,893,000 Outdoor advertising.............. 63,181,000 63,987,000 110,102,000 111,812,000 ----------- ----------- ------------- ------------- $966,881,000 $937,769,000 $1,843,506,000 $1,782,499,000 =========== =========== ============= ============= OPERATING INCOME (net of depreciation and amortization): Newspaper publishing............. $200,097,000 $179,427,000 $342,756,000 $310,481,000 Broadcasting..................... 39,486,000 30,583,000 60,659,000 39,619,000 Outdoor advertising.............. 8,185,000 8,933,000 3,456,000 4,872,000 Corporate........................ (17,084,000) (17,859,000) (33,731,000) (33,768,000) ----------- ----------- ----------- ----------- $230,684,000 $201,084,000 $373,140,000 $321,204,000 =========== =========== =========== =========== DEPRECIATION AND AMORTIZATION: Newspaper publishing............. $37,570,000 $37,011,000 $75,143,000 $73,744,000 Broadcasting..................... 7,008,000 7,871,000 14,089,000 15,769,000 Outdoor advertising.............. 4,668,000 4,756,000 9,240,000 9,487,000 Corporate........................ 2,410,000 2,864,000 4,984,000 5,728,000 ---------- ---------- ----------- ----------- $51,656,000 $52,502,000 $103,456,000 $104,728,000 ========== ========== =========== ===========
PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders (a) The Annual Meeting of Shareholders of the Company was held on May 3, 1994. (c) At the Annual Meeting, the following four directors were re- elected to the Board of Directors. Tabulation of votes for each nominee is as follows: For Withheld Rosalynn Carter 126,414,412 1,885,104 Thomas A. Reynolds, Jr. 127,219,120 1,080,396 Carl T. Rowan 126,775,713 1,523,803 Dolores D. Wharton 126,638,555 1,660,961 The proposal to elect Price Waterhouse as the Company's independent auditors was approved. A shareholder proposal for executive compensation review was defeated. Tabulation of votes for each proposal is as follows: Broker For Against Abstained Nonvotes Election of Independent Auditors 127,832,987 222,319 243,836 0 Executive Compensation Review 5,242,750 110,369,393 4,651,456 8,035,917 Item 5. Other Information For personal business reasons, John J. Louis, Jr. resigned as a Director of the Company effective June 1, 1994. Mr. Louis served the Company as a Director for over 11 years and the Company is grateful for his many valuable contributions. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits. See Exhibit Index for list of exhibits filed with this report. Management contracts and compensatory plans or arrangements are identified with an asterisk on the Exhibit Index. (b) Reports on Form 8-K. None. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. GANNETT CO., INC. Dated: August 9, 1994 s/ Larry F. Miller ------------------ Larry F. Miller Senior Vice President/Financial Planning and Controller Dated: August 9, 1994 s/ Thomas L. Chapple -------------------- Thomas L. Chapple General Counsel and Secretary EXHIBIT INDEX Exhibit Number Title or Description Location - ------- -------------------- -------- 4-1 $1,000,000,000 Revolving Incorporated by reference to Credit Agreement among Exhibit 4-1 to Gannett Co., Gannett Co., Inc. and the Inc.'s Form 10-K for the fiscal Banks named therein. year ended December 26, 1993. 4-2 Amendment Number One to Attached. $1,000,000,000 Revolving Credit Agreement among Gannett Co., Inc. and the Banks named therein. 4-3 Indenture dated as of March 1, Incorporated by reference to 1983 between Gannett Co., Inc. Exhibit 4-2 to Gannett Co., and Citibank, N.A., as Trustee. Inc.'s Form 10-K for the fiscal year ended December 29, 1985. 4-4 First Supplemental Indenture Incorporated by reference to dated as of November 5, 1986 Exhibit 4 to Gannett Co., Inc.'s among Gannett Co., Inc., Form 8-K filed on November 9, 1986. Citibank, N.A., as Trustee, and Sovran Bank, N.A., as Successor Trustee. 4-5 Rights Plan. Incorporated by reference to Exhibit 1 to Gannett Co., Inc.'s Form 8-K filed on May 23, 1990. 10 Amendment to Directors' Attached. Deferred Compensation Plan. * 11 Statement re computation of Attached. earnings per share. Gannett Co., Inc. agrees to furnish to the Securities and Exchange 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 registrant. * Represents a management contract or compensatory plan or arrangement.
                                                                     Exhibit 4-2

                                          AMENDMENT NUMBER ONE




dated as of December 1, 1993





                                            GANNETT CO., INC.

                                          Amendment Number One
                                       Revolving Credit Agreement

         This Amendment is made as of August 1, 1994 between Gannett Co.,
Inc., a Delaware corporation ("Gannett") and the Banks signatory hereto
(each called a "Bank" and collectively the "Banks").

         Gannett entered into a Revolving Credit Agreement with the Banks
dated December 1, 1993 (the "Agreement").  Gannett and the Banks wish to
amend the Agreement to increase the aggregate commitment to
$1,500,000,000, extend the Expiration Date and modify the Facility Fee.

         The parties agree as follows:

         1.   The terms "this Agreement," "hereunder," "herein" and similar
references in the Agreement shall be deemed to refer to the Agreement as
amended hereby.

         2.   The definition of "Expiration Date" in Section 1 of the Agreement
is amended to read in its entirety as follows:

              "Expiration Date" shall mean August 1, 1999.

         3.   Section 2(a) shall be amended to read in its entirety as follows:

              2(a).  Facility Fee.  Gannett will pay to each Bank pro rata, as
consideration for the Bank's Commitment hereunder, a facility fee (the
"Facility Fee") consisting of a fee calculated at the rate of nine Basis
Points per annum or after Credit Rating Adjustment A, a fee calculated at
the rate of 12.5 Basis Points per annum or after Credit Rating Adjustment
B, a fee calculated at the rate of 17.5 Basis Points per annum, computed
pursuant to Section 3(g) from (and including) August 1, 1994 payable
quarterly on each November 1, February 1, May 1 and August 1, after the date
of Amendment Number One, commencing with the first payment due on
November 1, 1994, and on (but excluding for purposes of calculating the
Facility Fee) the Expiration Date, for the preceding period for which such
Facility Fee has not been paid.

         4.   Schedule 1 shall be amended to read in its entirety as set forth
in Schedule 1 to this Amendment Number One.

         5.   Gannett and the Banks agree that as of the date of this
Amendment Number One, the $500,000,000 Revolving Credit Agreement dated
as of December 1, 1993 among them is terminated without further  notice.

         6.   The terms of this Agreement shall be in addition to and shall in
no way impair the full force and effect of the Agreement (except as
specifically herein amended).  The Facility Fee accrued under the Agreement
for the period prior to August 1, 1994 shall be  paid on August 1, 1994.

         7.   This Amendment may be executed by the parties in as many
counterparts as may be deemed necessary and convenient, and by the
different parties on separate counterparts, each of which, when so
executed, shall be deemed an original, but all such counterparts shall
constitute but one and the same instrument.

         IN WITNESS WHEREOF, the parties have executed this Amendment as of
the date first written above.

                                            GANNETT CO., INC.

                                            By:  s/ Gracia C. Martore

                                                 Name:    Gracia C. Martore
                                                 Title:   Vice President/
                                                          Treasury Services

                                            CHEMICAL BANK

                                            By:  s/ John C. Coffin

                                                 Name:    John C. Coffin
                                                 Title:   Vice President

                                            FIRST INTERSTATE BANK OF CALIFORNIA

                                            By:  s/ Clark Wilcox

                                                 Name:    Clark Wilcox
                                                 Title:   Vice President

                                            MARINE MIDLAND BANK

                                            By:  s/ Paul E. Willsey

                                                 Name:    Paul E. Willsey
                                                 Title:   Administrative
                                                          Vice President

                                            MORGAN GUARANTY TRUST COMPANY

                                            By:  s/ Michael Y. Leder

                                                 Name:    Michael Y. Leder
                                                 Title:   Vice President

                                            NATIONSBANK OF NORTH CAROLINA, N.A.

                                            By:  s/ Lawrence Saunders

                                                 Name:    Lawrence Saunders
                                                 Title:   Vice President

                                            TORONTO DOMINION (TEXAS), INC.

                                            By:  s/ Carole Clause

                                                 Name:    Carole Clause
                                                 Title:   Vice President

                                            THE FIRST NATIONAL BANK OF CHICAGO

                                            By:  s/ Ted Wozniak

                                                 Name:    Ted Wozniak
                                                 Title:   Vice President

                                            BANK OF AMERICA NT&SA

                                            By:  s/ Nancy L. Sun

                                                 Name:    Nancy L. Sun
                                                 Title:   Vice President

                                            BANK OF HAWAII

                                            By:  s/ Curtis Chin
                                                    (as attorney-in-fact)

                                                 Name:    Henry G. Montgomery
                                                 Title:   Vice President

                                            THE BANK OF NOVA SCOTIA

                                            By:  s/ James N. Tryforos

                                                 Name:    James N. Tryforos
                                                 Title:   Authorized Signatory

                                            CRESTAR BANK

                                            By:  s/ Daniel J. O'Neill, Jr.

                                                 Name:    Daniel J. O'Neill, Jr.
                                                 Title:   Vice President

                                            NBD BANK, N.A.

                                            By:  s/ L. E. Schuster

                                                 Name:    L. E. Schuster
                                                 Title:   Vice President

                                            ROYAL BANK OF CANADA

                                            By:  s/ Barbara E. Meijer

                                                 Name:    Barbara E. Meijer
                                                 Title:   Manager

                                            CITIBANK, N.A.

                                            By:  s/ Eric Huttner
                                                    (as attorney-in-fact)

                                                 Name:    Thomas D. Stott
                                                 Title:   Vice President

                                            CREDIT LYONNAIS CAYMAN ISLAND BRANCH

                                            By:  s/ Mark A. Campellone

                                                 Name:    Mark A. Campellone
                                                 Title:   Authorized Signature

                                            THE SANWA BANK, LIMITED

                                            By:  s/ Peter J. Pawlak

                                                 Name:    Peter J. Pawlak
                                                 Title:   Vice President and
                                                          Senior Manager

                                            WACHOVIA BANK OF GEORGIA, N.A.

                                            By:  s/ David L. Gaines

                                                 Name:    David L. Gaines
                                                 Title:   Senior Vice President

                                            CHASE MANHATTAN BANK, N.A.

                                            By:  s/ Diana Lauria

                                                 Name:    Diana Lauria
                                                 Title:   Vice President

                                            THE FIRST NATIONAL BANK OF MARYLAND

                                            By:  s/ Mary Ann Facente

                                                 Name:    Mary Ann Facente
                                                 Title:   Vice President

                                            THE FUJI BANK, LIMITED

                                            By:  s/ Norimasa Kuroda

                                                 Name:    Norimasa Kuroda
                                                 Title:   Joint General Manager

                                            THE NORTHERN TRUST COMPANY

                                            By:  s/ David L. Love

                                                 Name:    David L. Love
                                                 Title:   Commercial Banking


                                         COMMITMENTS OF THE BANKS

NAME, ADDRESS AND TELEPHONE                                    COMMITMENT AMOUNT

Chemical Bank                                                       $100,000,000
270 Park Avenue
New York, NY 10017
Telecopy:    212-270-2112

First Interstate Bank of California                                  100,000,000
885 Third Avenue
New York, NY  10022-4802
Telecopy:    212-593-5238

Marine Midland Bank                                                  100,000,000
One Marine Midland Plaza
Rochester, New York  14639
Telecopy:   716-238-7140

Morgan Guaranty Trust Company                                        100,000,000
60 Wall Street, 22nd Floor
New York, NY  10260
Telecopy:    212-648-5018

NationsBank of North Carolina, N.A.                                  100,000,000
6610 Rockledge Drive, 1st Floor
Bethesda, MD  20817-1876
Telecopy:  301-571-0719

Toronto Dominion (Texas), Inc.                                       100,000,000
909 Fannin, Suite 1700
Houston, TX  77010
Telecopy:   713-951-9921

     With a copy to:

     The Toronto-Dominion Bank
     31 West 52nd Street
     New York, NY  10019-6101
     Telecopy:  212-262-1926

The First  National  Bank                                             85,000,000
  of Chicago
One First National Plaza
Mail Suite 0374
Chicago,  IL   60670-0083
Telecopy:    312-732-3885

Bank of America NT&SA                                                 85,000,000
Attn:  Nina Lemmer
1850 Gateway Blvd.
Concord, CA  94520
Telecopy:  510-675-7531 or 7532

   With a copy to:

   Bank of America NT&SA
   335 Madison Avenue
   New York, NY  10017
   Telecopy:  212-503-7173

Bank of Hawaii                                                        85,000,000
130 Merchant Street, 20th Floor
Honolulu, HI  96813
Telecopy:    808-537-8301

The Bank of Nova  Scotia                                              65,000,000
New York Agency
1 Liberty Plaza, 26th Floor
New York, NY  10006
Telecopy:  212-225-5090 or 5091

Crestar Bank                                                          65,000,000
1445 New York Avenue, N.W.
Washington, DC  20005
Telecopy:  202-879-6137

NBD Bank, N.A.                                                        65,000,000
611 Woodward
Detroit, MI  48226
Telecopy:   313-225-2649

Royal Bank of Canada                                                  65,000,000
c/o Grand Cayman (North America #1)
New York Operations Center
Pierrepont Plaza
300 Cadman Plaza West
Brooklyn, NY  11201-2701
Telecopy:    718-522-6292

Citibank, N.A.                                                        50,000,000
399 Park Avenue
New York, NY  10043
Telecopy:   212-793-6873

Credit Lyonnais                                                       50,000,000
Cayman Island Branch
1301 Avenue of the Americas
New York, NY  10019
Telecopy:    212-459-3179

The Sanwa  Bank,  Limited                                             50,000,000
Atlanta Agency
Georgia-Pacific Center
Suite 4750
133 Peachtree Street, N.E.
Atlanta, GA  30303
Telecopy:    404-589-1629

Wachovia Bank of Georgia, N.A.                                        65,000,000
191 Peachtree Street, N.E.
Atlanta, GA  30303
Telecopy:    404-332-6898

Chase Manhattan Bank, N.A.                                            40,000,000
One Chase Square
Corp. Industries Dept.
Tower 9
Rochester, NY  14643
Telecopy:    716-258-4258

The First National Bank of Maryland                                   40,000,000
1800 K Street, N.W., Suite 1010
Washington, DC  20006
Telecopy:  202-775-4838

The Fuji Bank, Limited                                                40,000,000
2 World Trade Center, 79th Floor
New York, NY  10048
Telecopy:  212-912-0516

The Northern Trust Company                                            50,000,000
50 South  LaSalle  Street - B11
Chicago, IL  60675
Telecopy:    312-444-3508

                             TOTAL                                $1,500,000,000

                                                                      Exhibit 10


       Sections 5 and 6 of the Directors' Deferred Compensation Plan of the
Company have been amended to read as set forth below.

       5.    Participant Accounts

             A Participant Account shall be established for each participant.
       The value of the Participant Account shall be adjusted no less
       frequently than annually to reflect contributions to the Account,
       payments from the Account as hereinafter provided, and the investment
       results applicable to the account.

             The maintenance of individual Participant Accounts is for
       bookkeeping purposes only.  The Company is not obligated to acquire or
       set aside any particular assets for the discharge of its obligations,
       nor is any participant to have any property rights in any particular
       assets held by the Company, whether or not held for the purpose of
       funding the Company's obligations.

             Whenever a Director has an account under this Plan, he or she
       may elect to have his or her account balance or any part thereof
       deemed invested in the fund or funds available under the 1987 Deferred
       Compensation Plan, as designated by the Director.  Such elections shall
       be made by written notice to the Company, and shall be pursuant to
       Section 2.7 of the 1987 Deferred Compensation Plan.  Any amounts
       allocated to the 1987 Deferred Compensation Plan may be allocated and
       reallocated as that Plan provides.  Except for these changes in
       computing future account balances, all other terms and conditions of
       this Plan shall continue to apply to amounts deferred under this Plan.

       6.    Payment of Deferred Amounts

             No withdrawal may be made from a Participant Account except as
       provided in this Section 6.  Payments from an Account shall be made at
       such time as the participant has elected in accordance with Section 7;
       however, the Company may, in its sole discretion, pay the balance in
       the Account within 120 days of a participant ceasing to be a member of
       the Company's Board of Directors.  They shall be made only in cash in
       the form of either a lump sum payment or monthly installments over a
       period of years not to exceed ten.  Where payments are made in monthly
       installments, the balance credited to a Participant Account shall
       continue to be adjusted for earnings as provided in Section 5.

             If installment payments are elected, the first installment shall
       equal the value of the Participant Account at such time multiplied by a
       fraction, the numerator of which is one and the denominator of which is
       the total number of monthly installments to be made.  All subsequent
       installments shall equal the value of the Participant Account as of the
       last valuation date preceding the installment which is to be paid
       multiplied by a fraction, the numerator of which is one and the
       denominator of which is the total number of installments elected minus
       the number of installments already paid.

             Notwithstanding a participant's election of installment payments
       or a lump sum payment, the Board of Directors of the Company, in its
       sole discretion, shall have the right to make payment of the balance in
       a Participant Account in a lump sum or in monthly installments.

             In the case of financial hardship, the Administrator, in his sole
       discretion, may distribute all or a portion of the balance in an Account
       before the date otherwise fixed for distribution, but the amount of the
       distribution shall not exceed the amount needed to relieve the
       financial hardship.

             The foregoing notwithstanding, if a participant ceases to be a
       member of the Company's Board of Directors within two years after a
       Change in Control, as defined below, the Company shall pay the balance
       in the participant's Account in a single sum within 5 business days
       after the participant ceases to be a member of the Company's Board of

             For the purposes of this Plan, the term Change in Control shall
       be deemed to have the same definition as set forth in the Company's
       Transitional Compensation Plan, as such definition may be amended from
       time to time.

                                                                      EXHIBIT 11

                                     GANNETT CO., INC.
                            Calculation of Earnings Per share

                       Thirteen Weeks Ended             Twenty-six Weeks Ended
                  June 26, 1994  June 27, 1993     June 26, 1994  June 27, 1993
                  -------------  -------------     -------------  -------------

Net Income        $131,773,000   $113,653,000      $210,484,000   $179,995,000
                  =============  =============     =============  =============

Weighted average
 number of
 common shares
 outstanding       147,169,000    146,628,000       147,146,000    146,208,000
                   ===========    ===========       ===========    ===========

Net income
 per share               $0.90          $0.78             $1.43          $1.23
                          ====           ====              ====           ====