**EXHIBIT 31.1**

 

**Form 10-KCertification**

** **

I, Samuel Zell, certifythat:

 

1.                  I havereviewed this annual report on Form 10-K of Tribune Company;

 

2.                  Based on myknowledge, this annual report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this annual report;

 

3.                  Based on myknowledge, the financial statements, and other financial information includedin this annual report, fairly present in all material respects the financialcondition, results of operations and cash flows of Tribune Company as of, andfor, the periods presented in this annual report;

 

4.                  TribuneCompany’s other certifying officer and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f)) for Tribune Company andhave:

 

a)                Designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to Tribune Company, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this annual report is being prepared;

 

b)               Designedsuch internal control over financial reporting, or caused such internal controlover financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles;

 

c)                Evaluatedthe effectiveness of Tribune Company’s disclosure controls and procedures andpresented in this annual report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisannual report based on such evaluation; and

 

d)               Disclosed inthis annual report any change in Tribune Company’s internal control overfinancial reporting that occurred during Tribune Company’s most recent fiscalquarter (Tribune Company’s fourth fiscal quarter in the case of an annualreport) that has materially affected, or is reasonably likely to materiallyaffect, Tribune Company’s internal control over financial reporting; and

 

5.                  TribuneCompany’s other certifying officer and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to TribuneCompany’s auditors and the audit committee of Tribune Company’s board ofdirectors:

 

a)                Allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect Tribune Company’s ability to record, process, summarize andreport financial information; and

 

b)               Any fraud,whether or not material, that involves management or other employees who have asignificant role in Tribune Company’s internal control over financialreporting.

 
|                      | /s/ SAMUEL ZELL         |
|---------------------------|-------------------------|
|                      | Samuel Zell             |
|                      | Chairman and            |
| Date: March 20, 2008 | Chief Executive Officer |

 

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