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                                                                   EXHIBIT 10.14
 
                           THE TIMES MIRROR COMPANY
                       NON-EMPLOYEE DIRECTORS STOCK PLAN

               As Amended and Restated Effective January 1, 1997


             1.    Purpose of the Plan. Under this Non-Employee Directors Stock
Plan (the "Directors Plan") of The Times Mirror Company, a Delaware corporation
(the "Company"), shares of the Company's Series A Common Stock, $1.00 par value
("Common Stock"), shall be issued to participants in partial compensation for
their service as directors of the Company. This Directors Plan is designed to
promote the long-term growth and financial success of the Company by enabling
the Company to attract, retain and motivate such persons by providing for or
increasing their proprietary interest in the Company and by aligning the
economic interests of such persons with those of the Company's stockholders.

             2.    Definitions.  For purposes of this Directors Plan:

             (a)  The term "Board" shall mean the Company's Board of Directors.

             (b)  The term "Fair Market Value" shall mean, as of any date, and
unless the Committee shall specify otherwise, the mean between the high and the
low market prices for the Common Stock reported for that date on the composite
tape for securities listed on the New York Stock Exchange or, if the Common
Stock did not trade on the New York Stock Exchange on the date in question, then
for the next preceding date on which the Common Stock traded on the New York
Stock Exchange.

             (c)  The term "Meeting Date Market Price" shall mean, with respect
to any Payment Date, the Fair Market Value of the Common Stock of the Company
over the five business days ending on the Friday preceding the Payment Date.

             (d)  The term "Participant" shall mean any person who on a Payment
Date is a member of the Board of Directors of the Company and is not 
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an employee of the Company or a subsidiary of the Company. For purposes of this
Section 2(d), unless the Board provides otherwise, a person shall not be
considered an employee solely by reason of serving as Chairman of the Board.

             (e)  The term "Payment Date" shall mean the date on which each
director's retainer fees are paid by the Company. Unless the Board specifies
otherwise, the Payment Date for each Participant shall be the first Board
meeting of the calendar year.

             (f)  The term "Retainer Shares" shall mean the aggregate number of
Shares declared by the Board to be payable as a directors' retainer during a
calendar year, including any retainer for chairing the Board or a Committee of
the Board, to each non-employee director of the Company, as determined from time
to time by the Board.

             (g)  The term "Shares" shall mean shares of Common Stock granted
under this Plan.

             3.    Effective Date. This Directors Plan initially became
effective after its approval at the May 1996 annual stockholders' meeting. This
Directors Plan was amended and restated effective as of January 1, 1997, subject
to the approval of the Board, to reflect the Board's determination to denominate
retainers in terms of shares and to pay retainers on a calendar year basis.
Common Stock may not be issued under this Directors Plan after termination of
this Directors Plan by the Board, after issuance of all of the Shares authorized
for issuance under this Directors Plan or more than ten years after the date of
stockholder approval of this Directors Plan, whichever is earlier. However, the
ten year limitation would not apply with respect to shares held in a deferred
account which were deferred within the ten year period.

             4.    Plan Operation. This Directors Plan is intended to operate in
a manner that meets the requirements of a formula plan under Rule 16b-3 (or its
successor) adopted under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Subject to the express authority of the Board hereunder, this
Plan shall be administered by the Compensation Committee of the Board, and all
decisions, determinations and interpretations by the Committee regarding the
Plan shall be final and binding on all current, future and former Participants.

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Such Committee may delegate to one or more of its members or to any person or
persons such ministerial duties as it may deem advisable. To the extent any
provision of this Directors Plan or action taken hereunder fails to qualify for
an exemption under Rule 16b-3, such provision or action shall be deemed null and
void and shall be conformed so as to so operate, to the extent permitted by law
and deemed advisable by the Board.

            5.      Stock Subject to Directors Plan. The maximum number of
Shares that may be issued hereunder shall be 500,000, subject to adjustments
under Section 6.

            6.      Adjustments. If the outstanding securities of the class then
subject to this Plan are increased, decreased or exchanged for or converted into
cash, property or a different number or kind of shares or securities, or if
cash, property or shares or securities are distributed in respect of such
outstanding securities, in either case as a result of a reorganization, merger,
consolidation, recapitalization, restructuring, reclassification, dividend
(other than a regular, quarterly cash dividend) or other distribution, stock
split, reverse stock split, spin-off or the like, or if substantially all of the
property and assets of the Company are sold, then, unless the terms of such
transaction shall provide otherwise, the Board shall make an appropriate
adjustment in the number and/or type of shares or securities which may
thereafter be issued under this Directors Plan.

            7.      Participant Retainers. Commencing on the first Payment Date
after this amendment and restatement of the Directors Plan becomes effective,
and on each Payment Date thereafter during the term of this Directors Plan, each
Participant shall be granted (a) the number of Retainer Shares as specified by
the Board, and (b) an amount in cash (the "Cash Retainer") equal to the Meeting
Date Market Price of the Retainer Shares. If a director becomes a Participant
after the Payment Date, at the first Board meeting he or she attends as a
Participant, he or she shall receive a pro-rata amount of the Retainer Shares
and of the Cash Retainer, based upon the number of months (rounded up to the
nearest whole month) remaining in the calendar year. In addition, a Participant
may elect to receive all or any portion of the Cash Retainer in Shares under
this Directors Plan. If on any date upon which Shares are to be granted under
this Directors Plan the number of Shares remaining available under the Directors
Plan is less than the number of Shares required for all grants to be made on
such date, then any election to receive all or any portion of the Cash Retainer
in Shares shall be void, and a proportionate amount of such available number of
Shares shall be granted to each Participant, and in lieu of the Shares that
otherwise would be issuable, the Participants shall be paid an amount in cash
equal to the (a) the difference between the number of Retainer Shares that
otherwise would have been issued to the Participant, and the number of Shares
actually issued to the Participant, multiplied by (b) the Meeting Date Market
Price.

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             8.    Deferral of Shares. A Participant may elect to defer receipt
of all or any portion of the Retainer under this Directors Plan. This deferral
shall be denominated in Common Stock (in the case of a deferred Cash Retainer,
determined on the basis on the Meeting Date Market Price) as if the Participant
had elected to receive such portion of the Retainer in Shares, and thereafter
such deferral shall be valued in Common Stock. The number of Shares subject to
such deferral shall be increased by the value of any dividends declared with
respect to Common Stock, which value shall be deemed to be reinvested in
additional deferred Shares, based on the Fair Market Value on the date the
dividend would be payable. The aggregate number of deferred Shares credited on
behalf of a Participant under this Directors Plan shall be paid to a Participant
in Shares under this Directors Plan, in accordance with an election made by the
Participant under rules established for this purpose under the Deferred
Compensation Plan for Directors or as specified by the Compensation Committee.

             9.    Amendment and Termination. The Board may alter, amend,
suspend, or terminate this Directors Plan, provided that no such action shall
deprive any Participant, without his or her consent, of any Shares theretofore
issued under this Directors Plan, or deferred under this Directors Plan and
provided further that the provisions of this Directors Plan designating persons
eligible to participate in the Directors Plan and specifying the Retainer Amount
and the amount and timing of grants under this Directors Plan shall not be
amended more than once every six months other than to comport with changes in
the Internal Revenue Code, the Employee Retirement Income Security Act, or the
rules thereunder, unless such restriction on amendments to this Directors Plan
is not necessary in order for the Participants to remain "disinterested
administrators" under Exchange Act Rule 16b-3.

            10.    Taxes. The Board may make such provisions or impose such
conditions as it may deem appropriate for the withholding or payment by a
Participant of any taxes which it determines are necessary or appropriate in
connection with any issuance of Shares under this Plan, and a Participant's
rights in any Shares are subject to satisfaction of such conditions. The Company
and any affiliate of the Company shall not be liable to a Participant or any
other persons as to any tax consequence expected, but not realized, by any
Participant or other person due to the receipt of any Shares granted hereunder.

            11.    Compliance with Law. Shares shall not be issued under this
Directors Plan unless and until counsel for the Company shall be satisfied that
any conditions necessary for such issuance to comply with applicable federal,

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state or local tax, securities or other laws or rules or applicable securities
exchange requirements have been fulfilled.

            12.    Governing Law; Miscellaneous. This Directors Plan and any
rights hereunder shall be interpreted and construed in accordance with the laws
of the State of Delaware and applicable federal law. Neither this Directors Plan
nor any action taken pursuant thereto shall be construed as giving any
Participant any right to be retained in the service of the Company or nominated
for re-election to the Board.

            13.    Arbitration. Any claim, dispute or other matter in question
of any kind relating to this Plan shall be settled by arbitration in accordance
with the Rules of the American Arbitration Association, which proceedings shall
be held in the city in which the Company's executive offices are located. Notice
of demand for arbitration shall be made in writing to the opposing party and to
the American Arbitration Association within a reasonable time after the claim,
dispute or other matter in question has arisen. In no event shall a demand for
arbitration be made after the date when the applicable statute of limitations
would bar the institution of a legal or equitable proceeding based on such
claim, dispute or other matter in question. The decision of the arbitrators
shall be final and may be enforced in any court of competent jurisdiction.

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