GANNETT CO INC /DE/
8-K, 1997-01-14
NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING
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                SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.   20549


                             FORM 8-K

                         CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
                               1934

              Date of Report:  January 14, 1997


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

    Delaware                 1-6961                   16-0442930
(State or other           (Commission               (IRS Employer
  jurisdiction            File Number)            Identification No.)
of incorporation)


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

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

<PAGE>

ITEM  5.  OTHER EVENTS

EXCHANGE OF RADIO STATIONS FOR TELEVISION STATIONS

On December 9, 1996, the Company concluded a transaction with Jacor
Communications, Inc. to acquire WTSP-TV, the CBS affiliate in Tampa, in
exchange for radio stations KIIS AM/FM, Los Angeles, KSDO-AM/KKBH-FM,
San Diego, and WDAE-AM/WUSA-FM, Tampa.

This transaction was completed under the terms of an asset exchange
agreement between the parties.  For income tax purposes, the transaction
will be treated as a tax free exchange with only minimal income tax due
as a result.

In the Company's opinion (with which the Company's independent accountants,
Price Waterhouse, LLP, concur), for financial reporting purposes, the
transaction should be accounted for under Accounting Principles Board
Opinion No. 29, Accounting for Non-Monetary Transactions, under
which the exchange of similar assets (in this case, broadcast stations) is
accounted for as a non-monetary transaction for which no gain or loss is
recognized.

Because of the unique nature of the transaction, the Company sought to
obtain the concurrence of the Securities and Exchange Commission
("SEC") with respect to its proposed accounting treatment.  Several
discussions involving the Company, Price Waterhouse representatives
and the SEC staff were held for this purpose prior to the closing of the
transaction.

The SEC staff, however, disagreed with the accounting treatment proposed
by the Company and Price Waterhouse, and instead concluded that the
Company should record the transaction as two simultaneous but separate
events; that is, a sale of radio stations for which a non-cash gain must
be recognized, and the acquisition of the television station to be
accounted for under the purchase method.  The gain to be reported on the
exchange of radio stations is to be measured by the difference between
the estimated fair value of the assets exchanged over the Company's
carrying value or basis in the properties it exchanged.  Under this
approach, the Company has estimated the fair value of the assets exchanged
to be $170,000,000, while its carrying value or basis in the radio stations
is approximately $12 million.  In the fourth quarter of 1996,
therefore, for financial reporting purposes, the Company is required to
report a pre-tax, non-cash, non-operating gain of $158 million on this
transaction.  The television station acquired in the exchange is to be
recorded at estimated fair value or $170,000,000.

On an after-tax basis, this accounting treatment will result in a non-cash
increase in earnings per share for the fourth quarter of 1996 of $.66.
Further, the purchase accounting required for the television station
obtained in the transaction results in the recording of $158,000,000 in
additional tangible and intangible asset value which will be charged against
broadcast earnings over periods up to 40 years.

SALE OF MULTIMEDIA ENTERTAINMENT AND RESTATEMENT OF 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, Inc.  Because of the proliferation
of talk shows which made this niche of the television syndication business
extremely competitive and because of reduced advertiser acceptance of certain
of these programs, Multimedia Entertainment's revenues and earnings continued
a long pattern of decline through the date of the sale.  The "Donohue" show
had been its most successful program and it ceased airing in September of
1996. The Company therefore decided to exit the business.  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 during the period it was
owned by the Company will be reported as a discontinued operation in the
Company's financial statements (along with the results of the Company's
Outdoor business, which was sold in the third quarter of 1996).  The
Company's previously issued financial statements for 1996 and 1995 have
been restated to reflect this classification change.  Accordingly, earnings
from continuing operations previously reported for the nine months ended
September 1996 have been reduced from $2.47 per share to $2.38 per share.
For the year ended December 31, 1995, previously reported earnings per share
from continuing operations have been reduced from $3.29 to $3.28
(Multimedia Entertainment was owned for only one month in 1995).  These
restated financial statements are included in this filing.

<PAGE>

SUMMARY OF INCOME FROM CONTINUING AND DISCONTINUED OPERATIONS

After giving effect to the restatement discussed above, the Company's
earnings per share data are as follows.

Earnings Per Share              Nine Months Ended           Year Ended
- ------------------                  September                December
                                    ---------                --------
                                  1996       1995              1995
                                  ----       ----              ----

Earnings from continuing
operations                      $ 2.38     $ 2.22            $ 3.28

Earnings from discontinued
operations                         .17        .08               .13


Gain on sale of Outdoor           2.09

                                  ----       ----              ----

Net income per share            $ 4.64     $ 2.30            $ 3.41
                                  ====       ====              ====

CHANGE IN BUSINESS SEGMENT REPORTING AND RESTATEMENT OF SEGMENT
INFORMATION

Prior to 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 resporting 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 1995 and 1996 has been restated to reflect
these changes.


ITEM  7.  FINANCIAL STATEMENTS AND EXHIBITS.

See Exhibit list.



<PAGE>

                            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:   January 14, 1997            By:  /s/
                                        -----------------------
                                        Larry F. Miller
                                        Senior Vice President,
                                        Financial Planning
                                        and Controller


<PAGE>
                           Exhibit Index


Exhibit
Number    Title or Description                            Location
- -----     --------------------                            ----------------
  99-1    Restated unaudited statements of income for     Attached
          the quarters ended March 31, 1996 and
          March 26, 1995; June 30, 1996 and June 25,
          1995; September 29, 1996 and September 24,
          1995; and December 31, 1995; for the
          three quarters ended September 29, 1996 and
          September 24, 1995; and for the year ended
          December 31, 1995.


          Restated unaudited business segment
          information for the quarters ended March 31,
          1996 and March 26, 1995; June 30, 1996 and
          June 25, 1995; September 29, 1996 and
          September 24,1995; and December 31, 1995; for
          the three quarters ended September 29, 1996
          and September 24, 1995; and for the year
          ended December 31, 1995.



                                  Exhibit 99-1

<TABLE>

CONSOLIDATED STATEMENTS OF INCOME
Gannett Co., Inc. and Subsidiaries
Unaudited, in thousands of dollars (except per share amounts)
<CAPTION>

                                              Quarter ended             % Inc
                                      March 31, 1996   March 26, 1995

<S>                                    <C>              <C>            <C>
Net Operating Revenues:
Newspaper advertising                  $   556,885      $   516,742       7.8
Newspaper circulation                      229,417          211,964       8.2
Broadcasting                               141,688           96,983      46.1
Cable and security                          56,612                0        --
Other                                       39,281           37,535       4.7
                                         ---------        ---------    ------
Total                                    1,023,883          863,224      18.6
                                         ---------        ---------    ------
Operating Expenses:
Cost of sales and operating expenses,
  exclusive of depreciation                590,515          501,776      17.7
Selling, general and administrative,
  exclusive of depreciation                168,707          155,004       8.8
Depreciation                                48,837           35,248      38.6
Amortization of intangible assets           23,515           11,201     109.9
                                         ---------        ---------    ------
Total                                      831,574          703,229      18.3
                                         ---------        ---------    ------
Operating income                           192,309          159,995      20.2
                                         ---------        ---------    ------
Non-operating income (expense):
Interest expense                           (39,528)         (11,732)    236.9
Other                                       (1,583)            (529)    199.2
                                         ---------        ---------    ------
Total                                      (41,111)         (12,261)    235.3
                                         ---------        ---------    ------
Income before income taxes                 151,198          147,734       2.3
Provision for income taxes                  64,750           59,700       8.5
                                         ---------        ---------    ------
Income from continuing operations           86,448           88,034      (1.8)
Discontinued operations:
Income from discontinued operations,
  net of income taxes                        2,902           (1,828)    258.8
Gain on sale of Outdoor business,
  net of income taxes                            0                0        --
                                         ---------        ---------    ------
Net income                             $    89,350      $    86,206       3.6
                                         =========        =========    ======
Earnings per share:
Earnings from continuing operations          $0.61            $0.63      (3.2)
Earnings from discontinued operations:
  Discontinued operations, net of tax        $0.03           ($0.01)    400.0
  Gain on sale of Outdoor, net of tax        $0.00            $0.00        --
                                             -----            -----    ------
Net income per share                         $0.64            $0.62       3.2
                                             =====            =====    ======
Dividends per share                          $0.35            $0.34       2.9
                                             =====            =====    ======
</TABLE>

Note:  This statement has been restated to reflect Multimedia Entertainment
(sold in December, 1996) as a discontinued operation.

<PAGE>

<TABLE>

CONSOLIDATED STATEMENTS OF INCOME
Gannett Co., Inc. and Subsidiaries
Unaudited, in thousands of dollars (except per share amounts)

                                              Quarter ended             % Inc
                                       June 30, 1996   June 25, 1995

<S>                                    <C>              <C>            <C>
Net Operating Revenues:
Newspaper advertising                  $   604,980      $   567,134       6.7
Newspaper circulation                      227,260          214,045       6.2
Broadcasting                               176,306          120,880      45.9
Cable and security                          57,732                0        --
Other                                       43,016           43,294      (0.6)
                                         ---------        ---------    ------
Total                                    1,109,294          945,353      17.3
                                         ---------        ---------    ------
Operating Expenses:
Cost of sales and operating expenses,
  exclusive of depreciation                587,515          507,070      15.9
Selling, general and administrative,
  exclusive of depreciation                168,590          156,880       7.5
Depreciation                                49,034           34,948      40.3
Amortization of intangible assets           23,481           11,167     110.3
                                         ---------        ---------    ------
Total                                      828,620          710,065      16.7
                                         ---------        ---------    ------
Operating income                           280,674          235,288      19.3
                                         ---------        ---------    ------
Non-operating income (expense):
Interest expense                           (38,403)         (10,878)    253.0
Other                                         (657)          (1,198)    (45.2)
                                         ---------        ---------    ------
Total                                      (39,060)         (12,076)    223.5
                                         ---------        ---------    ------
Income before income taxes                 241,614          223,212       8.2
Provision for income taxes                 104,375           90,500      15.3
                                         ---------        ---------    ------
Income from continuing operations          137,239          132,712       3.4
Discontinued operations:
Income from discontinued operations,
  net of income taxes                       12,777            6,711      90.4
Gain on sale of Outdoor business,
  net of income taxes                            0                0        --
                                         ---------        ---------    ------
Net income                             $   150,016      $   139,423       7.6
                                         =========        =========    ======
Earnings per share:
Earnings from continuing operations          $0.98            $0.95       3.2
Earnings from discontinued operations:
  Discontinued operations, net of tax        $0.09            $0.05      80.0
  Gain on sale of Outdoor, net of tax        $0.00            $0.00        --
                                             -----            -----    ------
Net income per share                         $1.07            $1.00       7.0
                                             =====            =====    ======
Dividends per share                          $0.35            $0.34       2.9
                                             =====            =====    ======
</TABLE>

Note:  This statement has been restated to reflect Multimedia Entertainment
(sold in December, 1996) as a discontinued operation.

<PAGE>

<TABLE>

CONSOLIDATED STATEMENTS OF INCOME
Gannett Co., Inc. and Subsidiaries
Unaudited, in thousands of dollars (except per share amounts)

                                              Quarter ended             % Inc
                                     Sept. 29, 1996  Sept. 24, 1995

<S>                                    <C>              <C>            <C>
Net Operating Revenues:
Newspaper advertising                  $   585,814      $   508,821      15.1
Newspaper circulation                      229,197          209,445       9.4
Broadcasting                               178,879          104,787      70.7
Cable and security                          58,332                0        --
Other                                       40,481           41,810      (3.2)
                                         ---------        ---------    ------
Total                                    1,092,703          864,863      26.3
                                         ---------        ---------    ------
Operating Expenses:
Cost of sales and operating expenses,
  exclusive of depreciation                612,888          510,661      20.0
Selling, general and administrative,
  exclusive of depreciation                174,533          148,996      17.1
Depreciation                                48,772           34,347      42.0
Amortization of intangible assets           23,472           11,168     110.2
                                         ---------        ---------    ------
Total                                      859,665          705,172      21.9
                                         ---------        ---------    ------
Operating income                           233,038          159,691      45.9
                                         ---------        ---------    ------
Non-operating income (expense):
Interest expense                           (34,111)          (9,113)    274.3
Other                                       (3,917)           1,100    (456.1)
                                         ---------        ---------    ------
Total                                      (38,028)          (8,013)    374.6
                                         ---------        ---------    ------
Income before income taxes                 195,010          151,678      28.6
Provision for income taxes                  83,800           61,400      36.5
                                         ---------        ---------    ------
Income from continuing operations          111,210           90,278      23.2
Discontinued operations:
Income from discontinued operations,
  net of income taxes                        8,861            5,823      52.2
Gain on sale of Outdoor business,
  net of income taxes                      294,580                0        --
                                         ---------        ---------    ------
Net income                             $   414,651      $    96,101     331.5
                                         =========        =========    ======
Earnings per share:
Earnings from continuing operations          $0.79            $0.64      23.4
Earnings from discontinued operations:
  Discontinued operations, net of tax        $0.06            $0.05      20.0
  Gain on sale of Outdoor, net of tax        $2.09            $0.00        --
                                             -----            -----    ------
Net income per share                         $2.94            $0.69     326.1
                                             =====            =====    ======
Dividends per share                          $0.36            $0.35       2.9
                                             =====            =====    ======
</TABLE>

Note:  This statement has been restated to reflect Multimedia Entertainment
(sold in December, 1996) as a discontinued operation.

<PAGE>

<TABLE>

CONSOLIDATED STATEMENTS OF INCOME
Gannett Co., Inc. and Subsidiaries
Unaudited, in thousands of dollars (except per share amounts)

                                        Quarter Ended
                                      December 31, 1995

<S>                                    <C>
Net Operating Revenues:
Newspaper advertising                  $   626,553
Newspaper circulation                      233,719
Broadcasting                               143,537
Cable and security                          17,831
Other                                       48,787
                                         ---------
Total                                    1,070,427
                                         ---------
Operating Expenses:
Cost of sales and operating expenses,
  exclusive of depreciation                590,236
Selling, general and administrative,
  exclusive of depreciation                158,245
Depreciation                                39,196
Amortization of intangible assets           15,792
                                         ---------
Total                                      803,469
                                         ---------
Operating income                           266,958
                                         ---------
Non-operating income (expense):
Interest expense                           (20,452)
Other                                        4,381
                                         ---------
Total                                      (16,071)
                                         ---------
Income before income taxes                 250,887
Provision for income taxes                 102,500
                                         ---------
Income from continuing operations          148,387
Discontinued operations:
Income from discontinued operations,
  net of income taxes                        7,145
Gain on sale of Outdoor business,
  net of income taxes                            0
                                         ---------
Net income                             $   155,532
                                         =========
Earnings per share:
Earnings from continuing operations          $1.06
Earnings from discontinued operations:
  Discontinued operations, net of tax        $0.05
  Gain on sale of Outdoor, net of tax        $0.00
                                             -----
Net income per share                         $1.11
                                             =====
Dividends per share                          $0.35
                                             =====
</TABLE>

Note:  This statement has been restated to reflect Multimedia Entertainment
(sold in December, 1996) as a discontinued operation.

<PAGE>

<TABLE>

CONSOLIDATED STATEMENTS OF INCOME
Gannett Co., Inc. and Subsidiaries
Unaudited, in thousands of dollars (except per share amounts)

                                          Three Quarters Ended          % Inc
                                     Sept. 29, 1996  Sept. 24, 1995

<S>                                    <C>              <C>            <C>
Net Operating Revenues:
Newspaper advertising                  $ 1,747,679      $ 1,592,697       9.7
Newspaper circulation                      685,874          635,454       7.9
Broadcasting                               496,873          322,650      54.0
Cable and security                         172,676                0        --
Other                                      122,778          122,639       0.1
                                         ---------        ---------    ------
Total                                    3,225,880        2,673,440      20.7
                                         ---------        ---------    ------
Operating Expenses:
Cost of sales and operating expenses,
  exclusive of depreciation              1,790,918        1,519,507      17.9
Selling, general and administrative,
  exclusive of depreciation                511,830          460,880      11.1
Depreciation                               146,643          104,543      40.3
Amortization of intangible assets           70,468           33,536     110.1
                                         ---------        ---------    ------
Total                                    2,519,859        2,118,466      18.9
                                         ---------        ---------    ------
Operating income                           706,021          554,974      27.2
                                         ---------        ---------    ------
Non-operating income (expense):
Interest expense                          (112,042)         (31,723)    253.2
Other                                       (6,157)            (627)    882.0
                                         ---------        ---------    ------
Total                                     (118,199)         (32,350)    265.4
                                         ---------        ---------    ------
Income before income taxes                 587,822          522,624      12.5
Provision for income taxes                 252,925          211,600      19.5
                                         ---------        ---------    ------
Income from continuing operations          334,897          311,024       7.7
Discontinued operations:
Income from discontinued operations,
  net of income taxes                       24,540           10,706     129.2
Gain on sale of Outdoor business,
  net of income taxes                      294,580                0        --
                                         ---------        ---------    ------
Net income                             $   654,017      $   321,730     103.3
                                         =========        =========    ======
Earnings per share:
Earnings from continuing operations          $2.38            $2.22       7.2
Earnings from discontinued operations:
  Discontinued operations, net of tax        $0.17            $0.08     112.5
  Gain on sale of Outdoor, net of tax        $2.09            $0.00        --
                                             -----            -----    ------
Net income per share                         $4.64            $2.30     101.7
                                             =====            =====    ======
Dividends per share                          $1.06            $1.03       2.9
                                             =====            =====    ======
</TABLE>

Note:  This statement has been restated to reflect Multimedia Entertainment
(sold in December, 1996) as a discontinued operation.

<PAGE>

<TABLE>

CONSOLIDATED STATEMENTS OF INCOME
Gannett Co., Inc. and Subsidiaries
Unaudited, in thousands of dollars (except per share amounts)

                                         Year Ended
                                      December 31, 1995

<S>                                    <C>
Net Operating Revenues:
Newspaper advertising                  $ 2,219,250
Newspaper circulation                      869,173
Broadcasting                               466,187
Cable and security                          17,831
Other                                      171,426
                                         ---------
Total                                    3,743,867
                                         ---------
Operating Expenses:
Cost of sales and operating expenses,
  exclusive of depreciation              2,109,743
Selling, general and administrative,
  exclusive of depreciation                619,125
Depreciation                               143,739
Amortization of intangible assets           49,328
                                         ---------
Total                                    2,921,935
                                         ---------
Operating income                           821,932
                                         ---------
Non-operating income (expense):
Interest expense                           (52,175)
Other                                        3,754
                                         ---------
Total                                      (48,421)
                                         ---------
Income before income taxes                 773,511
Provision for income taxes                 314,100
                                         ---------
Income from continuing operations          459,411
Discontinued operations:
Income from discontinued operations,
  net of income taxes                       17,851
Gain on sale of Outdoor business,
  net of income taxes                            0
                                         ---------
Net income                             $   477,262
                                         =========
Earnings per share:
Earnings from continuing operations          $3.28
Earnings from discontinued operations:
  net of tax                                 $0.13
                                             -----
Net income per share                         $3.41
                                             =====
Dividends per share                          $1.38
                                             =====
</TABLE>

Note:  This statement has been restated to reflect Multimedia Entertainment
(sold in December, 1996) as a discontinued operation.

<PAGE>

<TABLE>

BUSINESS SEGMENT INFORMATION
Gannett Co., Inc. and Subsidiaries
Unaudited, in thousands of dollars
<CAPTION>

                                                Quarter ended           %Inc
                                        March 31, 1996   March 26, 1995
<S>                                    <C>              <C>             <C>
Operating Revenues:
Newspaper publishing                   $    825,583     $    766,241       7.7
Broadcasting                                141,688           96,983      46.1
Cable and security                           56,612                0        --
                                          ---------        ---------    ------
Total                                  $  1,023,883     $    863,224      18.6
                                          =========        =========    ======

Operating Income:
(net of depreciation and amortization)
Newspaper publishing                   $    146,971     $    150,741      (2.5)
Broadcasting                                 50,039           26,240      90.7
Cable and security                           11,717                0        --
Corporate                                   (16,418)         (16,986)      3.3
                                          ---------        ---------    ------
Total                                  $    192,309     $    159,995      20.2
                                          =========        =========    ======

Depreciation and Amortization:
Newspaper publishing                   $     40,716     $     36,724      10.9
Broadcasting                                 13,119            7,064      85.7
Cable and security                           15,961                0        --
Corporate                                     2,556            2,661      (3.9)
                                          ---------        ---------    ------
Total                                  $     72,352     $     46,449      55.8
                                          =========        =========    ======

Operating Cash Flow:
Newspaper publishing                   $    187,687     $    187,465       0.1
Broadcasting                                 63,158           33,304      89.6
Cable and security                           27,678                0        --
Corporate                                   (13,862)         (14,325)      3.2
                                          ---------        ---------    ------
Total                                  $    264,661     $    206,444      28.2
                                          =========        =========    ======
</TABLE>

Note:  This information has been restated to reflect Multimedia Entertainment
(sold in December, 1996) as a discontinued operation and to reflect the
elimination of the previously reported "Other businesses" segment.  The Alarm
Security business previously reported therein is now reflected with the Cable
business (Cable and security segment); all other businesses included therein
are now reflected with the Newspaper publishing segment.

<PAGE>

<TABLE>

BUSINESS SEGMENT INFORMATION
Gannett Co., Inc. and Subsidiaries
Unaudited, in thousands of dollars
<CAPTION>

                                                Quarter ended           %Inc
                                        June 30, 1996  June 25, 1995
<S>                                    <C>              <C>             <C>
Operating Revenues:
Newspaper publishing                   $    875,256     $    824,473       6.2
Broadcasting                                176,306          120,880      45.9
Cable and security                           57,732                0        --
                                          ---------        ---------    ------
Total                                  $  1,109,294     $    945,353      17.3
                                          =========        =========    ======

Operating Income:
(net of depreciation and amortization)
Newspaper publishing                   $    203,079     $    205,350      (1.1)
Broadcasting                                 82,109           47,366      73.4
Cable and security                           12,072                0        --
Corporate                                   (16,586)         (17,428)      4.8
                                          ---------        ---------    ------
Total                                  $    280,674     $    235,288      19.3
                                          =========        =========    ======

Depreciation and Amortization:
Newspaper publishing                   $     40,743     $     36,692      11.0
Broadcasting                                 12,899            7,006      84.1
Cable and security                           16,317                0        --
Corporate                                     2,556            2,417       5.8
                                          ---------        ---------    ------
Total                                  $     72,515     $     46,115      57.2
                                          =========        =========    ======

Operating Cash Flow:
Newspaper publishing                   $    243,822     $    242,042       0.7
Broadcasting                                 95,008           54,372      74.7
Cable and security                           28,389                0        --
Corporate                                   (14,030)         (15,011)      6.5
                                          ---------        ---------    ------
Total                                  $    353,189     $    281,403      25.5
                                          =========        =========    ======
</TABLE>

Note:  This information has been restated to reflect Multimedia Entertainment
(sold in December, 1996) as a discontinued operation and to reflect the
elimination of the previously reported "Other businesses" segment.  The Alarm
Security business previously reported therein is now reflected with the Cable
business (Cable and security segment); all other businesses included therein
are now reflected with the Newspaper publishing segment.

<PAGE>

<TABLE>

BUSINESS SEGMENT INFORMATION
Gannett Co., Inc. and Subsidiaries
Unaudited, in thousands of dollars
<CAPTION>

                                                Quarter ended           %Inc
                                       Sept. 29, 1996  Sept. 24, 1995
<S>                                    <C>              <C>             <C>
Operating Revenues:
Newspaper publishing                   $    855,492     $    760,076      12.6
Broadcasting                                178,879          104,787      70.7
Cable and security                           58,332                0        --
                                          ---------        ---------    ------
Total                                  $  1,092,703     $    864,863      26.3
                                          =========        =========    ======

Operating Income:
(net of depreciation and amortization)
Newspaper publishing                   $    159,783     $    136,344      17.2
Broadcasting                                 76,116           38,513      97.6
Cable and security                           11,546                0        --
Corporate                                   (14,407)         (15,166)      5.0
                                          ---------        ---------    ------
Total                                  $    233,038     $    159,691      45.9
                                          =========        =========    ======

Depreciation and Amortization:
Newspaper publishing                   $     40,282     $     36,169      11.4
Broadcasting                                 12,886            6,991      84.3
Cable and security                           16,609                0        --
Corporate                                     2,467            2,355       4.8
                                          ---------        ---------    ------
Total                                  $     72,244     $     45,515      58.7
                                          =========        =========    ======

Operating Cash Flow:
Newspaper publishing                   $    200,065     $    172,513      16.0
Broadcasting                                 89,002           45,504      95.6
Cable and security                           28,155                0        --
Corporate                                   (11,940)         (12,811)      6.8
                                          ---------        ---------    ------
Total                                  $    305,282     $    205,206      48.8
                                          =========        =========    ======
</TABLE>

Note:  This information has been restated to reflect Multimedia Entertainment
(sold in December, 1996) as a discontinued operation and to reflect the
elimination of the previously reported "Other businesses" segment.  The Alarm
Security business previously reported therein is now reflected with the Cable
business (Cable and security segment); all other businesses included therein
are now reflected with the Newspaper publishing segment.

<PAGE>

<TABLE>

BUSINESS SEGMENT INFORMATION
Gannett Co., Inc. and Subsidiaries
Unaudited, in thousands of dollars
<CAPTION>

                                       Quarter ended
                                     December 31, 1995
<S>                                    <C>
Operating Revenues:
Newspaper publishing                   $    909,059
Broadcasting                                143,537
Cable and security                           17,831
                                          ---------
Total                                  $  1,070,427
                                          =========

Operating Income:
(net of depreciation and amortization)
Newspaper publishing                   $    209,134
Broadcasting                                 70,746
Cable and security                            4,801
Corporate                                   (17,723)
                                          ---------
Total                                  $    266,958
                                          =========

Depreciation and Amortization:
Newspaper publishing                   $     39,347
Broadcasting                                  9,046
Cable and security                            4,407
Corporate                                     2,188
                                          ---------
Total                                  $     54,988
                                          =========

Operating Cash Flow:
Newspaper publishing                   $    248,481
Broadcasting                                 79,792
Cable and security                            9,208
Corporate                                   (15,535)
                                          ---------
Total                                  $    321,946
                                          =========
</TABLE>

Note:  This information has been restated to reflect Multimedia Entertainment
(sold in December, 1996) as a discontinued operation and to reflect the
elimination of the previously reported "Other businesses" segment.  The Alarm
Security business previously reported therein is now reflected with the Cable
business (Cable and security segment); all other businesses included therein
are now reflected with the Newspaper publishing segment.

<PAGE>

<TABLE>

BUSINESS SEGMENT INFORMATION
Gannett Co., Inc. and Subsidiaries
Unaudited, in thousands of dollars
<CAPTION>

                                             Three Quarters Ended        %Inc
                                       Sept. 29, 1996  Sept. 24, 1995
<S>                                    <C>              <C>             <C>
Operating Revenues:
Newspaper publishing                   $  2,556,331     $  2,350,790       8.7
Broadcasting                                496,873          322,650      54.0
Cable and security                          172,676                0        --
                                          ---------        ---------    ------
Total                                  $  3,225,880     $  2,673,440      20.7
                                          =========        =========    ======

Operating Income:
(net of depreciation and amortization)
Newspaper publishing                   $    509,833     $    492,435       3.5
Broadcasting                                208,264          112,119      85.8
Cable and security                           35,335                0        --
Corporate                                   (47,411)         (49,580)      4.4
                                          ---------        ---------    ------
Total                                  $    706,021     $    554,974      27.2
                                          =========        =========    ======

Depreciation and Amortization:
Newspaper publishing                   $    121,741     $    109,585      11.1
Broadcasting                                 38,904           21,061      84.7
Cable and security                           48,887                0        --
Corporate                                     7,579            7,433       2.0
                                          ---------        ---------    ------
Total                                  $    217,111     $    138,079      57.2
                                          =========        =========    ======

Operating Cash Flow:
Newspaper publishing                   $    631,574     $    602,020       4.9
Broadcasting                                247,168          133,180      85.6
Cable and security                           84,222                0        --
Corporate                                   (39,832)         (42,147)      5.5
                                          ---------        ---------    ------
Total                                  $    923,132     $    693,053      33.2
                                          =========        =========    ======
</TABLE>

Note:  This information has been restated to reflect Multimedia Entertainment
(sold in December, 1996) as a discontinued operation and to reflect the
elimination of the previously reported "Other businesses" segment.  The Alarm
Security business previously reported therein is now reflected with the Cable
business (Cable and security segment); all other businesses included therein
are now reflected with the Newspaper publishing segment.

<PAGE>

<TABLE>

BUSINESS SEGMENT INFORMATION
Gannett Co., Inc. and Subsidiaries
Unaudited, in thousands of dollars
<CAPTION>

                                        Year Ended
                                     December 31, 1995
<S>                                    <C>
Operating Revenues:
Newspaper publishing                   $  3,259,849
Broadcasting                                466,187
Cable and security                           17,831
                                          ---------
Total                                  $  3,743,867
                                          =========

Operating Income:
(net of depreciation and amortization)
Newspaper publishing                   $    701,569
Broadcasting                                182,865
Cable and security                            4,801
Corporate                                   (67,303)
                                          ---------
Total                                  $    821,932
                                          =========

Depreciation and Amortization:
Newspaper publishing                   $    148,932
Broadcasting                                 30,107
Cable and security                            4,407
Corporate                                     9,621
                                          ---------
Total                                  $    193,067
                                          =========

Operating Cash Flow:
Newspaper publishing                   $    850,501
Broadcasting                                212,972
Cable and security                            9,208
Corporate                                   (57,682)
                                          ---------
Total                                  $  1,014,999
                                          =========
</TABLE>

Note:  This information has been restated to reflect Multimedia Entertainment
(sold in December, 1996) as a discontinued operation and to reflect the
elimination of the previously reported "Other businesses" segment.  The Alarm
Security business previously reported therein is now reflected with the Cable
business (Cable and security segment); all other businesses included therein
are now reflected with the Newspaper publishing segment.



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