As filed with the Securities and Exchange Commission on July ___, 1998 Registration No. 333-03941 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Incorporated GANNETT CO., INC. I.R.S. Employer Under the Laws 1100 WILSON BOULEVARD Identification No. of Delaware ARLINGTON, VIRGINIA 22234 16-0442930 (703) 284-6000 MULTIMEDIA, INC. SALARY DEFERRAL THRIFT PLAN Thomas L. Chapple, Esq. Senior Vice President, General Counsel and Secretary Gannett Co., Inc. 1100 Wilson Boulevard Arlington, Virginia 22234 (703) 284-6000 (Agent for Service of Process)THIS POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT IS BEING FILED SOLELY TO DEREGISTER ALL SHARES OF COMMON STOCK WHICH WERE REGISTERED IN CONNECTION WITH THE MULTIMEDIA INC. SALARY DEFERRAL THRIFT PLAN Part I Gannett Co., Inc., a Delaware corporation (the "Company"), is filing this Post-Effective Amendment No. 1 to Form S-8 Registration Statement solely for the purpose of deregistering all the shares of Common Stock issuable pursuant to The Multimedia, Inc., Salary Deferral Thrift Plan (the "Plan"). The Company originally registered 120,000 shares of Common Stock for issuance under the Plan. The Company has merged the Plan into The Gannett Co., Inc. 401(K) Savings Plan, effective January 1, 1998, and no additional shares of Common Stock will be issued under the Plan. Part II Item 8. Exhibits. Exhibit Exhibit Name Location Number 24 Power of Attorney Signature Page of Original Filing - ----------------- Incorporated by reference to the Signature Page of the Company's Registration Statement on Form S-8 filed with the Securities and Exchange Commission on May 17, 1998. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post- Effective Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Arlington, Virginia, on July 28, 1998. GANNETT CO., INC. By: /s/Thomas L. Chapple Thomas L. Chapple Senior Vice President, General Counsel and Secretary -2- Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ Meredith A. Brokaw Director July 28, 1998 Meredith A. Brokaw* /s/ Peter B. Clark Director July 28, 1998 Peter B. Clark* /s/ John J. Curley Director July 28, 1998 John J. Curley* /s/ Stuart T. K. Ho Director July 28, 1998 Stuart T. K. Ho* /s/ Drew Lewis Director July 28, 1998 Drew Lewis* /s/ Josephine P. Louis Director July 28, 1998 Josephine P. Louis* /s/ Douglas H. McCorkindale Director July 28, 1998 Douglas H. McCorkindale* /s/ Thomas A. Reynolds, Jr. Director July 28, 1998 Thomas A. Reynolds, Jr.* _________________________ Director July 28, 1998 Karen Hastie Williams *By: /s/Thomas L. Chapple Thomas L. Chapple Attorney-in-Fact July 28, 1998