UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 10-K
                 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the fiscal year ended December 29, 1996
                         Commission File Number 1-10333

                            CENTRAL NEWSPAPERS, INC.
             (Exact name of registrant as specified in its charter)

              Indiana                                 35-0220660
   (State or other jurisdiction        (I.R.S. Employer Identification Number) 
  of incorporation or organization)
                                                   
  135 North Pennsylvania Street, Suite 1200, Indianapolis, Indiana 46204
           (Address of principal executive offices and zip code)

    Registrant's telephone number, including area code:  (317) 231-9200

        Securities registered pursuant to Section 12(b) of the Act:
                                                                               
                                                      Name of each
           Title of each class                exchange on which registered  
           -------------------                ----------------------------
Class A Common Stock, without par value          New York Stock Exchange

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  .

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

The aggregate market value of the voting stock held by non-affiliates on 
February 28, 1997, based on the closing price for the Company's Class A Common 
Stock on the New York Stock Exchange on such date and assuming the conversion of
all outstanding shares of Class B Common Stock into shares of Class A Common 
Stock at a ratio of one-tenth (.1) of a share of Class A Common Stock for each 
share of Class B Common Stock:  approximately $571,020,000.  For purposes of the
foregoing calculation only, required by Form 10-K, the Registrant has included 
as shares owned by affiliates, the shares of Class A Common Stock and Class B 
Common Stock beneficially owned by officers and directors of the Registrant
and by holders of 10% or more of either class.  Such inclusion shall not be 
construed as an admission that any such person is an affiliate for any other 
purpose.

Shares outstanding at February 28, 1997:

                   Class A Common Stock -- 23,181,211 shares
                   Class B Common Stock -- 31,553,000 shares
   
Documents incorporated by reference:
          
Portions of the Company's 1996 Annual Report to Shareholders (incorporated in 
Part II to the extent provided in items 5, 6, 7 and 8 hereof) and the definitive
Proxy Statement for the Company's 1997 Annual Meeting of Shareholders (to be 
held April 24, 1997) filed pursuant to Rule 14a-6 of the Securities Exchange Act
of 1934 (incorporated in Part III to the extent provided in items 10, 11, 12 and
13 hereof).

          Exhibit Index on Page 12                  Page 1 of 17 Pages


<PAGE> 2
                             FORM 10-K TABLE OF CONTENTS

                                                                   Page

Part I

     Item 1    -    Business                                           3     

     Item 2    -    Properties                                        10     

     Item 3    -    Legal Proceedings                                 10     

     Item 4    -    Submission of Matters to a Vote of
                    Security Holders                                  11     

Part II

     Item 5    -    Markets for Registrant's Common
                    Equity and Related Stockholder
                    Matters                                           11     

     Item 6    -    Selected Financial Data                           11     

     Item 7    -    Management's Discussion and
                    Analysis of Results of Operations
                    and Financial Condition                           11     

     Item 8    -    Financial Statements and 
                    Supplemental Data                                 11     

     Item 9    -    Changes in and Disagreements with
                    Accountants on Accounting and 
                    Financial Disclosure                              11     

Part III

     Item 10   -    Directors and Executive Officers of
                    the Registrant                                    11     

     Item 11   -    Executive Compensation                            12     

     Item 12   -    Security Ownership of Certain
                    Beneficial Owners and Management                  12     

     Item 13   -    Certain Relationships and Related Transactions    12     

Part IV

     Item 14   -    Exhibits, Financial Schedule and
                    Reports on Form 8-K                               12     

Signatures                                                            15

<PAGE> 3
                                   PART I

Item 1.  Business.

Central Newspapers, Inc. (the "Company") is engaged, through its subsidiaries,
in newspaper publishing primarily in the metropolitan areas of Phoenix, Arizona
and Indianapolis, Indiana.  The Company is an Indiana corporation organized in
1934.  Through its wholly-owned subsidiary, Phoenix Newspapers, Inc., the
Company publishes The Arizona Republic (mornings and Sunday), The Phoenix
Gazette (evenings) and the Arizona Business Gazette (weekly).  Through its
subsidiary, Indianapolis Newspapers, Inc., the Company publishes The
Indianapolis Star (mornings and Sunday) and The Indianapolis News (evenings). 
The Company also publishes several daily and weekly newspapers serving smaller
communities in Indiana and the Alexandria Daily Town Talk in Louisiana.  The
Company is a partner (13.5% interest) in Ponderay Newsprint Company, a general
partnership that owns and operates a newsprint mill in the state of Washington.

The Company has published its newspapers in its two primary markets for more
than forty-seven years.  The Company has managed its newspapers with the
objective of long-term growth and believes that this philosophy has contributed
to the stability of the Company's operations.  The Company's ability to
establish and maintain its daily newspapers as the only major newspapers in
their respective markets has promoted its growth and is of primary importance in
attracting and maintaining advertising, the principal source of revenue for the
Company.  Each of the Company's newspapers has substantial autonomy over
editorial policy.

On March 12, 1996 the Company purchased 100% of the outstanding common stock of
McCormick and Company, Inc., the parent company of the Alexandria Daily Town
Talk of Louisiana and McCormick Graphics, Inc. a commercial printing subsidiary.
The purchase price was approximately $62 million in cash.


PHOENIX NEWSPAPERS, INC.

Phoenix Newspapers, Inc. ("PNI") was formed in 1946 by a group of investors,
including the Company, to purchase The Arizona Republic and The Phoenix Gazette.
The Company originally owned a 30% interest in PNI and has owned 100% of the
common stock of PNI since 1977.  The newspapers published by PNI in 1996 are The
Arizona Republic (mornings and Sunday), The Phoenix Gazette (evenings) and the
Arizona Business Gazette (weekly).  In January, 1997, PNI announced that it
would cease publication of The Phoenix Gazette.  The last day of publication for
this newspaper was January 18, 1997.


Circulation

As of December 29, 1996, approximately 86% of the daily and 74% of the Sunday
circulation of The Arizona Republic and 90% of the daily circulation of The
Phoenix Gazette were home delivered.  Single copy sales account for
approximately 26% of Sunday newspaper sales and approximately 13% of combined
daily newspaper sales.

The Arizona Business Gazette contains business news and legal notices relating
to the Phoenix metropolitan area.  The average paid circulation of the Arizona
Business Gazette was 10,340, 10,351 and 10,491 for 1994, 1995 and 1996.

The circulation levels of The Arizona Republic and The Phoenix Gazette are
seasonal due to the large number of part-year residents of the Phoenix area. 
Historically, circulation for The Arizona Republic and The Phoenix Gazette
achieves its highest levels in February and March and decreases during the late
spring and summer months.  During 1996, the seasonal variation in combined daily

<PAGE> 4

circulation and Sunday circulation was approximately 86,000 and 86,000,
respectively.  The following table shows the average paid circulation for The
Arizona Republic and The Phoenix Gazette for the last three fiscal years.  The
figures for 1994 and 1995 are based upon annual reports issued by the Audit
Bureau of Circulations ("ABC"), an independent agency which audits the
circulation of daily and Sunday newspapers and include circulation outside the
Phoenix metropolitan statistical area ("MSA").  The figures for 1996 are based
upon the records of the Company because, as of the date of this report, the ABC
annual report for 1996 has not been released.  Net circulation revenue for the
last three fiscal years is based upon the records of the Company.

                                    52 Weeks    53 Weeks   52 Weeks
                                    Dec. 25     Dec. 31    Dec. 29
Fiscal Years Ended                    1994        1995       1996

The Arizona Republic (Sunday)        587,919    581,337    584,496
The Arizona Republic (Daily)         379,093    387,986    407,551
The Phoenix Gazette (Daily)           75,494     71,123     49,004
     
Net Circulation Revenue
  (in thousands)                     $77,537    $84,212    $87,790
                                            
Effective June 1994, the home delivery pricing structure for seven day
subscriptions is based on length of subscription.  Effective August 1995, the
home-delivered price for The Arizona Republic (seven days) in the Phoenix MSA,
ranges from $3.25 per week for a fifty-two week subscription to $3.50 per week
for an eight week subscription.  There is also a four week bank withdrawal
option of $3.25 per week.  The home-delivered price for The Phoenix Gazette
(seven days) in the Phoenix MSA, which includes six evenings and one Sunday
paper, ranges from $3.00 per week for a fifty-two week subscription to $3.25 per
week for an eight week subscription with a four week bank withdrawal option of
$3.00 per week.  The home-delivered price for The Arizona Republic (six days) is
$2.10 per week for all subscription terms.  The home-delivered price for The
Phoenix Gazette (six days) is $1.80 per week for all subscription terms.  A
weekend package comprising the Sunday paper and the Friday and Saturday edition
of either the morning or evening paper is offered at $2.50 per week.  The single
copy price of the morning paper is $.50.  The single copy price of the afternoon
paper is $.35.  During March 1995, the single copy price of the Sunday paper
increased by $.50 to $2.00.

Advertising

The newspapers generate revenue from two primary types of advertisements, "run
of paper," which are printed in the body of the newspaper, and "preprinted,"
which are furnished by the advertiser and inserted into the newspaper.  PNI
derives the majority of its advertising revenue from run of paper
advertisements.  However, like other major newspapers, The Arizona Republic and
The Phoenix Gazette have experienced an increase in advertisers' use of
preprinted advertisements in recent years.  Because preprinted advertisements
are furnished by the advertisers and can be distributed by alternate means,
revenues and profits from preprinted advertisements are generally lower than
would be derived if an advertiser had chosen to use run of paper advertisements.
To encourage use of run of paper advertisements, PNI structures its advertising
rates to provide more favorable rates to high volume and frequent run of paper
advertisers.

PNI also structures its advertising format to accommodate the numerous
communities that comprise the Phoenix metropolitan area.  The Arizona Republic
and The Phoenix Gazette publish a common "Community" section that is inserted in
up to twelve zoned editions on certain days of the week.  Zoned editions, which
include news stories and advertisements targeted to specific communities or
geographic areas, provide an important means of competing with news coverage of

<PAGE> 5

local newspapers and thereby promote circulation.  Other part run sections are
also provided to accommodate the needs of advertisers for more targeted
distribution.

The combined run of paper advertising linage for The Arizona Republic, The
Phoenix Gazette and the Arizona Business Gazette for the past three fiscal years
and the combined advertising revenues of the newspapers for such periods are set
forth in the following table:

                                    52 Weeks    53 Weeks   52 Weeks
                                    Dec. 25     Dec. 31    Dec. 29
Fiscal Years Ended                    1994        1995       1996

Advertising Linage--Run of Paper    
  (in thousands of six- 
  column inches):                                          
Full run                             4,014       4,513      4,518 
Part run                             2,350       2,278      2,164 
Weekly                                 269         245        243             
 
Net Advertising Revenue
  (in thousands)                  $248,528    $284,468   $302,294            


Distribution

PNI distributes The Arizona Republic and The Phoenix Gazette primarily by home
delivery through a network of independent contractors that deliver newspapers
pursuant to agreements with PNI.  PNI has implemented a centralized billing
system which removes the responsibility for billing and collection from the
independent contractors.  Newspapers are distributed to the independent
contractor network by an outside company which has been under contract with PNI
for over forty years.

Production

The Arizona Republic and The Phoenix Gazette merged the editorial news staffs in
1995 and share production facilities and equipment.  The editing and composing
functions are performed primarily at PNI's facility in downtown Phoenix.  To
increase efficiency and reduce work force requirements, the editing and
composing functions have been computerized.  Electronic pagination allows entire
pages of the newspaper to be formatted at a computer terminal.  Composed pages
are electronically transmitted from PNI's downtown facility to its two satellite
production facilities.  

PNI's two satellite production facilities are located in Deer Valley which is
north of downtown Phoenix and in Mesa, Arizona.  Construction of the Deer Valley
facility began in 1990 and was completed in 1992.  This facility includes four
new offset presses and related production equipment as well as circulation,
advertising and editorial offices.  Production began during the first quarter of
1992 with full operation commencing in the third quarter of 1992.  The Mesa
facility began operation in 1982 and has been expanded and upgraded since that
date.  It has three offset presses and related production equipment.

Because of the growth expected in the Phoenix area, PNI owns an additional site
in western Maricopa County for a future satellite production facility.

<PAGE> 6

INDIANAPOLIS NEWSPAPERS, INC.

Indianapolis Newspapers, Inc. ("INI") was formed by the Company in 1948.  The
Company owns all of the issued and outstanding Class B Common Stock of INI.  On
September 12, 1994 and June 1, 1995, the Company purchased 3,591 shares and 50
shares, respectively, of Class A Common Stock of INI which increased the Company
ownership of Class A Common Stock to 67.2% from 4.1%.  At the end of 1996 the
Company owned 90.2% of the voting power and equity and had the right to elect
INI's Board of Directors.  On January 3, 1997, INI acquired the balance of the
Class A common stock by issuing the existing shareholders one share of a newly
created, non-voting, $10,000 stated value INI preferred stock which will pay a
$700 annual dividend for each share of Class A common stock owned by such
shareholders.  The preferred stock is callable in five years by the Company and
is redeemable any time by the shareholders at the stated value per share.  The
primary newspapers published by INI are The Indianapolis Star (mornings and
Sunday) and The Indianapolis News (evenings).


Circulation

As of December 29, 1996, approximately 81% of the daily and 80% of the Sunday
circulation of The Indianapolis Star and 81% of the daily circulation of The
Indianapolis News were home delivered.  Single copy sales account for
approximately 19% of Sunday newspaper sales and 17% of combined daily newspaper
sales.

The following table shows the average paid circulation for The Indianapolis Star
and The Indianapolis News for the last three fiscal years.  The figures for 1994
and 1995 are based upon annual reports issued by the ABC and include circulation
outside the Indianapolis MSA.  The figures for 1996 are based upon records of
the Company because, as of the date of this report, the ABC annual report for
1996 has not been released.  Net circulation revenue for the last three fiscal
years is based upon the records of the Company.

                                    52 Weeks    53 Weeks   52 Weeks
                                    Dec. 25     Dec. 31    Dec. 29
Fiscal Years Ended                    1994        1995       1996


The Indianapolis Star (Sunday)      404,468     399,539    402,710
The Indianapolis Star (Daily)       229,876     227,849    231,280
The Indianapolis News (Daily)        87,468      73,141     54,263
     
Net Circulation Revenue
  (in thousands)                    $38,886     $39,507    $37,205
                                            

The home delivery price for The Indianapolis Star (seven days) in the
Indianapolis MSA is $3.60 per week which includes a $.30 price increase during
September 1996.  The home delivery price for The Indianapolis News (six days) is
$1.80 per week which includes a $.30 price increase during March 1995.  The
single copy price is $.50 for each daily paper which includes a $.15 price
increase during March 1995.  The home delivery price of the Sunday newspaper is
$1.50, which includes a $.30 price increase during September 1996.  The single
copy price of the Sunday newspaper is $1.75 which includes a $.25 price increase
during September 1996.


Advertising

Newspapers generate revenue from two primary types of advertisements, "run of
paper," which are printed in the body of the newspaper, and "preprinted," which

<PAGE> 7

are furnished by the advertiser and inserted into the newspaper.  INI derives
the majority of its advertising revenue from run of paper advertisements.  

Like the Company's Phoenix newspapers, The Indianapolis Star and The
Indianapolis News have experienced an increase in advertisers' use of preprinted
advertisements in recent years.  To encourage use of run of paper
advertisements, INI structures its advertising rates to provide more favorable
rates to high volume and frequent run of paper advertisers.  The combined run of
paper advertising linage for The Indianapolis Star and The Indianapolis News for
the past three fiscal years and the combined advertising revenue of the
newspapers for such periods are set forth in the following table:

                                    52 Weeks    53 Weeks   52 Weeks
                                    Dec. 25     Dec. 31    Dec. 29
Fiscal Years Ended                    1994        1995       1996


Advertising Linage--Run of Paper    
  (in thousands of six- 
  column inches):                                          
Full run                               2,716       2,937      2,976 
Part run                                 125          96         54         

Net Advertising Revenue
  (in thousands)                    $131,288    $145,267   $149,658         


Distribution
     
INI distributes The Indianapolis Star and The Indianapolis News primarily by
home delivery through a network of approximately 3,200 carriers.  Carriers are
independent contractors who purchase newspapers from INI and resell them to
their customers.

In 1997 INI is converting from its carrier based delivery system to an agency
based distribution system for the Indianapolis metro area and its eight
surrounding counties.  Approximately 1,450 carriers will be replaced by 120
independent delivery agents.

Production

The Indianapolis Star and The Indianapolis News merged the editorial news staffs
in 1995 and share production and distribution facilities.  All editorial and
production functions are handled from INI's facility in downtown Indianapolis.
Distribution functions are performed at both the downtown production facility
and at the satellite facility which was completed in 1995 at a cost of $20
million.  INI's downtown production facility is equipped with six offset presses
and related production and distribution equipment.  

SMALLER NEWSPAPERS

In March 1997, the Company purchased 100% of the outstanding common stock of
McCormick and Company, Inc., the parent company of the Alexandria Daily Town
Talk newspaper and McCormick Graphics, Inc., a commercial printing subsidiary. 
The Daily Town Talk serves Rapides Parish in Central Louisiana and outlying 
areas with a radius of about 50 miles and a population base of approximately 
350,000.  As of December 29, 1996, the average paid circulation of the Daily 
Town Talk was 38,758 daily and 41,504 Sunday.

<PAGE> 8 

Through Muncie Newspapers, Inc., which is 88% owned by Indianapolis Newspapers,
Inc. and 12% owned by the Company, the Company publishes The Star Press
(mornings and Sundays).  The Company had formerly published two newspapers in
the Muncie market, The Muncie Star and the Muncie Evening Press, but merged the
two newspapers into The Star Press in May 1996.  The Star Press serves Muncie
and east central Indiana which has a population base of just over 300,000.  As
of December 29, 1996, the average paid circulation of The Star Press was 36,220
daily and 41,318 on Sunday.

The Company publishes the Vincennes Sun-Commercial, a daily newspaper which
serves the city of Vincennes, Indiana, with a population of approximately
19,800.  As of December 29, 1996, the average paid circulation of the Vincennes
Sun-Commercial was 15,326, daily (five days) and 17,604 Sunday.  

During January 1993, the Company formed Topics Newspapers, Inc. as a wholly-
owned subsidiary to purchase the net assets of two daily newspapers, one weekly
newspaper and twelve controlled circulation newspapers that serve the fastest
growing area of metropolitan Indianapolis.  As of December 29, 1996, the average
paid circulation of The Daily Ledger was 10,506 (six days) and the combined
weekly circulation was 108,955.

The revenues received by the Company from these smaller publications represented
approximately 4% in 1994 and 1995 and 7% in 1996 of total revenues of the
Company.

RAW MATERIALS - PONDERAY NEWSPRINT COMPANY

The Company consumed approximately 169,100 metric tons of newsprint in fiscal
year 1996 and estimates that consumption will be unchanged in fiscal year 1997. 
The Company currently obtains its newsprint from a number of suppliers, both
foreign and domestic, under long-term contracts, standard in the industry, which
offer dependable sources of newsprint at current market rates.

To provide the Company with an additional source of newsprint for a portion of
its needs, the Company formed Central Newsprint Company, Inc. and Bradley Paper
Company (the "Newsprint Subsidiaries"), both of which are wholly-owned
subsidiaries of the Company.  The Newsprint Subsidiaries, together with four
other newspaper publishing companies and a Canadian newsprint manufacturer, are
partners in Ponderay Newsprint Company ("Ponderay"), a general partnership
formed to own and operate a newsprint mill in Usk, Washington.  The mill began
operations in December 1989.  PNI has committed to purchase in 1997 the lesser
of 13.5% of Ponderay's newsprint production or 34,900 metric tons on a "take if
tendered" basis until the debt of Ponderay is repaid.

COMPETITION

The Company faces competition for advertising revenue from television, radio and
direct mail programs, as well as competition for advertising and circulation
from suburban neighborhood and national newspapers and other publications. 
Competition for advertising is based upon circulation levels, readership
demographics, price and advertiser results.  Competition for circulation is
generally based upon the content, journalistic quality and price of the
newspaper.

In Indianapolis, the Company's newspapers do not receive significant direct
competition from suburban newspapers.  In Phoenix, several suburban newspapers
owned by major media corporations operate in cities that are part of the Phoenix
metropolitan area and compete with The Arizona Republic and The Phoenix Gazette
for advertising and circulation.

<PAGE> 9

EMPLOYEES - LABOR

As of January 31, 1997, the Company had approximately 5,341 employees (including
1,523 part-time employees), 40% of whom were covered by collective bargaining
agreements.  The Company has never had a significant strike or work stoppage at
its operations and considers its labor relationships with its employees to be
good.


EXECUTIVE OFFICERS OF THE REGISTRANT

As of February 28, 1997, the executive officers of the Company and their ages
are as follows:

Name                      Age  Positions

Malcolm W. Applegate      61   Director; President and
                               General Manager of Indianapolis Newspapers, Inc.

Thomas K. MacGillivray    36   Treasurer and Chief Financial Officer

John F. Oppedahl          52   Publisher and Chief Executive Officer
                               of Phoenix Newspapers, Inc.

Eugene S. Pulliam         82   Director and Executive
                               Vice President; President
                               of Phoenix Newspapers, Inc.; Publisher of 
                               The Indianapolis Star and 
                               The Indianapolis News

Frank E. Russell          76   Director; Chairman of the Board and
                               Assistant Secretary
                     
Eric S. Tooker            35   General Counsel and Corporate Secretary
 
Louis A. Weil, III        55   Director; President and Chief
                               Executive Officer; Chairman of the Board of  
                               Phoenix Newspapers, Inc. 
                          
Malcolm W. Applegate has been President since May 1993 and General Manager since
July 1990 of Indianapolis Newspapers, Inc.  From 1985 until assuming his current
position with Indianapolis Newspapers, Inc., Mr. Applegate was publisher of the
Lansing (Michigan) State Journal.  He has been a Director of the Company since
1991.

Thomas K. MacGillivray has been Treasurer and Chief Financial Officer since
January, 1996.  Previously, he was Director of Investments since April, 1993. 
He was Vice President and Equity Portfolio Manager for Sovran Capital Management
from January 1989 until March 1993.

John F. Oppedahl has been Publisher and Chief Executive Officer of Phoenix
Newspapers, Inc. since January 1996.  Previously, he was Executive Editor of
Phoenix Newspapers, Inc. since 1993 and Managing Editor of the Arizona Republic
from 1989 to 1993.

Eugene S. Pulliam has been the Publisher of The Indianapolis Star and The
Indianapolis News since 1975 and President of Phoenix Newspapers, Inc. since
1979.  He has been a Director of the Company since 1954.  Mr. Pulliam is the
uncle of Dan Quayle, who is a Director of the Company.

<PAGE> 10

Frank E. Russell has been Chairman of the Board and Assistant Secretary since
January 1996.  Previously, he was President of the Company since 1979.  He has
been a Director of the Company since 1974.

Eric S. Tooker has been General Counsel and Secretary since June 1996.  From
November 1989 through May 1996, he was Associate General Counsel at Conseco,
Inc.

Louis A. Weil, III has been President and Chief Executive Officer since January
1996.  He served as Publisher and Chief Executive Officer of The Arizona
Republic and The Phoenix Gazette and Executive Vice President of Phoenix
Newspapers, Inc. between July 1991 and January 1996.  Mr. Weil served as
Publisher of Time from May 1989 to July 1991 and President and Publisher of The
Detroit News from May 1987 to May 1989.  Mr. Weil serves as an independent 
director of Prudential's Domestic Equity, Domestic Fixed Income, Global Fixed 
Income and Municipal Bond mutual funds.  He has been a Director of the Company 
since 1991.

Each executive officer will serve as such until his successor is chosen and
qualified.  No family relationships exist among the Company's executive
officers.

Item 2.  Properties.

The corporate headquarters of the Company is located at 135 North Pennsylvania
Street, Suite 1200, Indianapolis, Indiana 46204. The general character, location
and approximate size of the principal physical properties owned by the Company
at the end of fiscal year 1996 are set forth below.  In addition to those
listed, the Company owns employee recreational facilities and other real estate
aggregating approximately 130 acres.

                                            Approximate Area
                                             in Square Feet 
Printing plants, business and editorial
  offices and warehouse space
                                         Owned          Leased

 Phoenix, Arizona                      1,017,076        162,309
 Mesa, Arizona                           160,815          ---
 Indianapolis, Indiana                   693,152        152,240
 Alexandria, Louisiana                   112,798          ---
 Muncie, Indiana                          67,658          ---
 Vincennes, Indiana                       19,350          ---
 Fishers, Indiana                         40,000          ---
 Greenwood, Indiana                         ---           1,650
 
The Company believes that its current facilities are adequate to meet the
present needs of its newspapers.


Item 3.  Legal Proceedings.

The Company becomes involved from time to time in various claims and lawsuits
incidental in the ordinary course of its business, including such matters as
libel and invasion of privacy actions and is involved from time to time in
various governmental and administrative proceedings.  Management believes that
the outcome of any pending claims or proceedings will not have a significant
adverse effect on the Company and its subsidiaries, taken as a whole.

<PAGE> 11

Item 4.  Submission of Matters to a Vote of Security Holders.

No matters were submitted to a vote of shareholders during the quarter ended
December 29, 1996 through the solicitation of proxies and otherwise.


                                  PART II

Item 5.  Markets for Registrant's Common Equity and Related Stockholder Matters.

The information set forth under the caption "Shareholder Information" on page 31
of the Company's 1996 Annual Report to Shareholders is incorporated herein by
reference.

Item 6.  Selected Financial Data.

The information set forth under the caption "Ten-Year Financial Highlights" on
page 28 of the Company's 1996 Annual Report to Shareholders is incorporated
herein by reference.

Item 7.   Management's Discussion and Analysis of Results of Operations and
          Financial Condition.

The information set forth under the caption "Management's Discussion and
Analysis of Results of Operations and Financial Condition" beginning on page 10
of the Company's 1996 Annual Report to Shareholders is incorporated herein by
reference.

Item 8.   Financial Statements and Supplemental Data.

The Company's Consolidated Financial Statements and Notes thereto, together with
the report thereon of Geo. S. Olive & Co. LLC dated February 3, 1997, appearing
on pages 14 through 27 of the Company's 1996 Annual Report to Shareholders, and
the information contained under the heading "Quarterly Financial Information
(unaudited)" on page 30 of such Annual Report to Shareholders are incorporated
herein by reference.

Item 9.   Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure.

None in the fiscal year ended December 29, 1996.


                                  PART III

Item 10.  Directors and Executive Officers of the Registrant.

Incorporated herein by reference is the information set forth under the captions
"Election of Directors," on page 4 and "Committees of the Board of Directors and
Compensation of Directors" on page 5 and "Compliance with Section 16(a) of the
Securities Exchange Act of 1934" on page 14 of the Company's definitive Proxy
Statement to be used in connection with the 1997 Annual Meeting of Shareholders.
See Part I, Item 1 of this report for information regarding the executive
officers of the Company.

<PAGE> 12

Item 11.  Executive Compensation.

Incorporated herein by reference is the information set forth under the caption
"Compensation of Executive Officers" on page 6 of the Company's definitive Proxy
Statement to be used in connection with the 1997 Annual Meeting of Shareholders.

Item 12.  Security Ownership of Certain Beneficial Owners and Management.

Incorporated herein by reference is the information set forth under the captions
"Voting Securities And Principal Holders Thereof" on page 1 and "Security
Ownership of Management" on page 3 of the Company's definitive Proxy Statement
to be used in connection with the 1997 Annual Meeting of Shareholders.

Item 13.  Certain Relationships and Related Transactions.

Incorporated herein by reference is the information set forth under the captions
"Transactions With Certain Related Persons" on page 14 and "Compensation
Committee Interlocks and Insider Participation" on page 13 of the Company's
definitive Proxy Statement to be used in connection with the 1997 Annual Meeting
of Shareholders.


                                  PART IV

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

(a) List of Documents Included in this Report.

    1. Financial Statements.

    The following financial statements are incorporated into this report
    by reference to the Company's 1996 Annual Report to Shareholders:

       (i) Independent Auditor's Report

      (ii) Consolidated Statement of Income for each of the three fiscal 
           years in the period ended December 29, 1996

     (iii) Consolidated Statement of Financial Position as of December 29, 1996
           and December 31, 1995

      (iv) Consolidated Statement of Shareholders' Equity for each of the three
           fiscal years in the period ended December 29, 1996

       (v) Consolidated Statement of Cash Flows for each of the three fiscal
           years in the period ended December 29, 1996
 
      (vi) Notes to Consolidated Financial Statements

      2.  Supplemental Data and Financial Schedule.

       (i) Incorporated herein by reference is the information set forth under
           the caption "Quarterly Financial Information (Unaudited)" appearing
           on page 30 of the Company's 1996 Annual Report to Shareholders

      (ii) The following financial schedule and report with respect thereto are
           filed as a part of this Report:

<PAGE> 13

                                                         Page in
                                                       this filing

      Independent Auditor's Report                           16

      Schedule II    Valuation Accounts                      17
         
Schedules other than the one referred to above have been omitted
because they are not required or because the information is included
elsewhere in the Consolidated Financial Statements of the Company.

3. Exhibits Required by Securities and Exchange Commission Regulation 
   S-K.

      (i) The following exhibits are filed as a part of this report:

          Exhibit                                      
          Number  Description of Document                 

          10.14   Amended and Restated Central Newspapers, Inc. Stock   
                  Compensation Plan

             13   Portions of the 1996 Annual Report to Shareholders of
                  Central Newspapers, Inc. incorporated by reference into the
                  1996 Annual Report on Form 10-K

             21   Subsidiaries of the Registrant

             23   Consent of Geo. S. Olive & Co. LLC

             27   Financial Schedule      

     (ii) The following exhibits are incorporated herein by reference to
          documents previously filed with the Securities and Exchange
          Commission as indicated:

          Exhibit
          Number   Description of Document

            2.1    Contract to buy and sell entire stock of McCormick and
                   Company, Inc., dated as of January 10, 1996.  (Filed March
                   13, 1996 with Form 8-K)

            3.1    Amended and Restated Articles of Incorporation of Central
                   Newspapers, Inc. (Filed August 10, 1989 with Form S-1
                   Registration Statement, No. 33-30436)      

            3.2    Amended and Restated Code of By-Laws of Central Newspapers,
                   Inc.

            4.1    Form of Certificate for Class A Common Stock (Filed August
                   10, 1989 with Form S-1 Registration Statement, No. 33-30436) 

            4.2    Indenture between Indianapolis Newspapers, Inc. and the
                   Indiana Trust Company, as trustee, dated as of December 1,
                   1948 (Filed August 10, 1989 with Form S-1 Registration
                   Statement, No. 33-30436)
       
           10.1    Indenture creating the Eugene C. Pulliam Trust, dated as of
                   December 9, 1965, as amended (Filed August 10, 1989 with
                   Form S-1 Registration Statement, No. 33-30436)

<PAGE> 14

           10.2    Newsprint Purchase Agreement between Ponderay Newsprint
                   Company and Phoenix Newspapers, Inc., dated as of
                   November 18, 1987 (Filed August 10, 1989 with Form S-1
                   Registration Statement, No. 33-30436)          

          *10.3    The Phoenix Newspapers, Inc. Non-Qualified Supplemental
                   Retirement Plan (Filed with Form 10-K for year ended
                   December 30, 1990)

           10.4    Ponderay Newsprint Company Partnership Agreement between
                   Lake Superior Forest Products Inc. and Central Newsprint
                   Company, Inc. dated as of September 12, 1985 (Filed August
                   10, 1989 with Form S-1 Registration Statement, No. 33-30436) 

           10.5    Amendment to Ponderay Newsprint Company Partnership
                   Agreement between Lake Superior Forest Products Inc.,
                   Central Newsprint Company, Inc., Bradley Paper Company,
                   Copley Northwest, Inc., Puller Paper Company, Newsprint
                   Ventures, Inc., Wingate Paper Company, Tribune Newsprint
                   Company and Nimitz Paper Company, dated as of June 30, 1987
                   (Filed August 10, 1989 with Form S-1 Registration Statement,
                   No. 33-30436)

           10.6    Guarantee by Central Newspapers, Inc. dated as of
                   November 18, 1987 (Filed August 10, 1989 with Form S-1
                   Registration Statement, No. 33-30436)

          *10.7    Form of Split Dollar Life Insurance Agreement for Executive 
                   Officers between the Registrant and Malcolm W. Applegate,
                   Louis A. Weil, III and Thomas K. MacGillivray (Filed with 
                   Form 10-K for year ended December 27, 1992)

          *10.8    Form of Split Dollar Life Insurance Agreement for Outside  
                   Directors between the Registrant and Kent E. Agness, William 
                   A. Franke and Dan Quayle (Filed with Form 10-K for year      
                   ended December 27, 1992)

          *10.9    Form of Death Benefit Only Insurance Plan Agreement between
                   the Registrant and Frank E. Russell and Eugene S. Pulliam
                   (Filed with Form 10-K for year ended December 27, 1992)

          *10.10   Central Newspapers, Inc. Unfunded Supplemental Retirement 
                   Plan (Filed with Form 10-K for the year ended December    
                   25, 1994)

          *10.11   Central Newspapers, Inc. Non-Qualified Savings Plan, as
                   amended (Filed with Form 10-K for the year ended December
                   25, 1994)
          
          *10.12   Central Newspapers, Inc. Director's and Officer's Charitable
                   Award Program (Filed with Form 10-K for the year ended
                   December 25, 1994)     

          *10.13   Termination Benefits Agreement dated as of February 23, 1996
                   between Central Newspapers, Inc. and Louis A. Weil, III
                   (Filed with Form 10-K for the year ended December 31, 1995)
          
*    Represents a contract, plan or arrangement providing for executive officer
     or director benefits.

(b)  Reports on Form 8-K.

No reports on Form 8-K were filed by the Company during the fourth quarter of
1996.

<PAGE> 15

                                 SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, in the city of
Indianapolis, state of Indiana, on this 11th day of March, 1997.

                         CENTRAL NEWSPAPERS, INC.

                         By: /s/ Louis A. Weil, III             
                            ------------------------------------
                            President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this report has been signed by the following persons on behalf of the Registrant
and in the capacities indicated on this 11th day of March, 1997.

     Signature                          Title

(1)  Principal Executive Officer

     /s/ Louis A. Weil, III             President, Chief Executive 
     ----------------------             Officer and Director
     Louis A. Weil, III                     

(2)  Principal Financial and
     Accounting Officer

     /s/ Thomas K. MacGillivray         Treasurer and Chief Financial Officer
     --------------------------
     Thomas K. MacGillivray

(3)  A majority of the Board of Directors

     /s/ Kent E. Agness                 Director
     ------------------
     Kent E. Agness

     /s/ Malcolm W. Applegate           Director
     ------------------------
     Malcolm W. Applegate

     /s/ William A. Franke              Director
     ------------------------
     William A. Franke

     /s/ Eugene S. Pulliam              Director
     ------------------------
     Eugene S. Pulliam

     /s/ Dan Quayle                     Director
     ------------------------
     Dan Quayle

     /s/ Richard Snell                  Director
     ------------------------
     Richard Snell

     /s/ Frank E. Russell               Director, Chairman of the Board and
     ------------------------           Assistant Secretary
     Frank E. Russell                   


<PAGE> 16

             INDEPENDENT AUDITOR'S REPORT ON FINANCIAL SCHEDULE



Board of Directors and Shareholders
Central Newspapers, Inc.


We have audited the consolidated financial statements of Central Newspapers,
Inc. and Subsidiaries at December 29, 1996 and December 31, 1995 and for each of
the three fiscal years in the period ended December 29, 1996 and have issued our
report dated February 3, 1997.  Such financial statements and reports are
included in the 1996 Annual Report to Shareholders and are incorporated herein
by reference.

Our audits also included the financial schedule listed under Item 14 (a)(2)(ii).
The financial schedule is the responsibility of the Company's management.  Our
responsibility is to express an opinion based on our audits.  In our opinion,
the financial schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly, in all material respects, the
information included in the schedule.


/s/ Geo. S. Olive & Co. LLC
---------------------------
GEO. S. OLIVE & CO. LLC

Indianapolis, Indiana
February 3, 1997                               

<PAGE> 17

Schedule II
                     CENTRAL NEWSPAPERS, INC. AND SUBSIDIARIES
                                Valuation Accounts


     Column A            Column B          Column C        Column D    Column E 
                                   Additions    
                        Balance at Charged to  Charged to             Balance at
                        Beginning  Costs and     Other                   End    
    Description         of Period   Expense     Accounts  Deductions  of Period 

Year Ended December 29,
  1996 (52 Weeks): 

Provision for doubtful
  accounts and advertising
  refunds               $1,067,203 $7,155,959   $52,820  $(6,636,958) $1,639,024

Year Ended December 31,
  1995 (53 Weeks):

Provision for doubtful
  accounts and advertising
  refunds               $1,071,387 $5,796,378            $(5,800,562) $1,067,203

Year Ended December 25,
  1994 (52 Weeks):

Provision for doubtful
  accounts and advertising
  refunds               $1,141,957 $4,569,894            $(4,640,464) $1,071,387