**EXHIBIT 31.2**

 

**Form 10-KCertification**

 

I, Donald C. Grenesko, certify that:

 

1.      I have reviewed this annual report on Form 10-Kof Tribune Company;

 

2.      Based on my knowledge, this annual reportdoes not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this annual report;

 

3.      Based on my knowledge, the financialstatements, and other financial information included in this annual report,fairly present in all material respects the financial condition, results ofoperations and cash flows of Tribune Company as of, and for, the periodspresented in this annual report;

 

4.      Tribune Company’s other certifyingofficer and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal control over financial reporting (as defined in ExchangeAct Rules 13a-15(f) and 15d-15(f)) for Tribune Company and have:

 

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 withgenerally accepted 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.      Tribune Company’s other certifyingofficer and I have disclosed, based on our most recent evaluation of internalcontrol over financial reporting, to Tribune Company’s auditors and the auditcommittee of Tribune Company’s board of directors:

 

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/ DONALD C. GRENESKO     |
|---------------------------|----------------------------|
|                      | Donald C. Grenesko         |
|                      | Senior Vice President/     |
| Date: March 20, 2008 | Finance and Administration |

 

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