Exhibit 4.8


                                 THIRD AMENDMENT
                                       OF
                   KTLA INC. HOURLY EMPLOYEES' RETIREMENT PLAN

                        (Effective as of January 1, 1992)



             WHEREAS, KTLA Inc. (the "Company") established KTLA Inc. Hourly

Employees' Retirement Plan (the "Plan") effective as of January 1, 1992; and


             WHEREAS, the Plan has been amended from time to time and

further amendment of the Plan is now considered desirable;


             NOW, THEREFORE, by virtue and in exercise of the authority

reserved to the Company by Section 12.1 of the Plan, the Plan be and is hereby

further amended in the following particulars:


             1.       By substituting "Committee" for "Administrative Committee"

and "Investment Committee" wherever either of the latter two phrases appears in

the Plan (except in Paragraphs 1.1(a) and 1.1(q)) and by adding the following at

the end of Paragraphs 1.1(a) and 1.1(q), effective as of January 1, 1996:

                      "The Administrative Committee and the Investment
                      Committee have been combined into one Committee
                      which, as of January 1, 1996, is known as the Tribune
                      Company Employee Benefits Committee and is referred
                      to herein as the Committee. The Committee has all of
                      the functions, duties, rights and responsibilities
                      formerly entrusted to the Administrative and
                      Investment Committees."

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             2.       By deleting the last sentence of Paragraph 1.1(e) from the

Plan, effective as of January 1, 1997.


             3.       By substituting the following for Paragraph 1.1(j) of the

Plan, effective as of January 1, 1997:

             "(j)     Employee: Any Leased Employee and any individual who
                      is classified by the Company or any Related Company
                      as its common law employee for purposes of employment
                      taxes and wage withholding for Federal incomes taxes.
                      If an individual is not considered an Employee in
                      accordance with the preceding phrase for a plan year,
                      a subsequent determination by the Company, Related
                      Company, any governmental agency or court that the
                      individual is a common law employee of the Company or
                      Related Company, even if such determination is
                      applicable to prior years, will not have a
                      retroactive effect for purposes of eligibility to
                      participate in the Plan."


             4.       By substituting the following for Paragraph 1.1(r) of the

Plan, effective as of January 1, 1997:

            "(r)      Leased Employee.  Any person who is not otherwise an
                      ---------------
                      Employee and who, pursuant to an agreement
                      between the Company and any other person (the
                      "leasing organization"), has performed services for
                      the Company, or for the Company and related persons
                      (determined in accordance with Section 414(n)(6) of
                      the Internal Revenue Code), under the primary
                      direction or control by the Company or such related
                      persons, on a substantially full time basis for a
                      period of at least one year; provided, that a person
                      shall not be treated as a Leased Employee for any
                      Plan Year if: (i) during such Plan Year, such person
                      is covered by a money purchase pension plan
                      maintained by the leasing organization which provides
                      for immediate participation, full and immediate
                      vesting, and a nonintegrated employer contribution
                      rate of at least 10 percent of such Employee's
                      compensation (as defined in Section 414(n) of the
                      Internal Revenue Code), and (ii) leased employees
                      (determined without regard to this proviso) do not
                      constitute more than 20 percent of the Company's
                      nonhighly compensated workforce (as defined in
                      Section 414(n) of the Internal Revenue Code)."

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             5.       By deleting subparagraphs (cc) and (dd) of Section 1.1

from the Plan, effective April 4, 1999.


             6.       By adding the following at the end of Section 2.2 of the

Plan, effective as of December 12, 1994:


"Notwithstanding any provision of the Plan to the contrary, contributions,
benefits, and service credit with respect to qualified military service will be
provided in accordance with Section 414(u) of the Internal Revenue Code."


             7.       By adding the following at the end of Section 5.1 of the

Plan, effective April 4, 1999:

"One Investment Fund shall be designated as the `Company Stock Fund,' which
shall be invested primarily in shares of common stock of Tribune Company
(`Company Stock')."


             8.       By substituting the following for Section 6.2 of the Plan,

effective April 4, 1999:

             "6.2     Allocation of Company Contributions
                      -----------------------------------

Company contributions under Section 3.1 above for each Plan Year shall be
credited to the respective New Company Contribution Accounts of the Participants
on whose behalf they are made as soon as practicable after such contributions
are received by the Trustee, in accordance with rules established by the
Committee. For purposes of allocating Company contributions to accounts, the
Company contribution shall be considered allocated to accounts as of the last
day of the applicable Plan Year. For purposes of investing accounts in
Investment Funds pursuant to Section 5.2, Company contributions shall be
allocated to accounts as soon as practicable after they are received by the
Trustee in accordance with rules established by the Committee."


             9.       By substituting the following for Section 6.3 of the Plan,

effective April 4, 1999:


             "6.3     Adjustment of Participants' Accounts
                      ------------------------------------

Each Participant's account shall be credited with his share of Company
contributions as of the date such contributions are received by the Trustee or
as soon thereafter as practicable and shall


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be charged with the amount of any distribution or other payment as of the date
such distribution or payment is made or as soon thereafter as practicable. Each
account shall be adjusted to reflect earnings, losses, appreciation and
depreciation of the Investment Fund or Funds in which the account is invested,
or as otherwise determined to reasonably reflect the investment of the account.
Each account shall be adjusted to reflect changes in the Investment Funds in
which such account is invested pursuant to Participant direction in accordance
with Section 5.2. Any credit, charge or adjustment made pursuant to this Section
shall be made in accordance with rules established by the Committee and applied
to all Participants on a uniform and nondiscriminatory basis."

             10.      By substituting the following for Section 6.4 of the Plan,

effective April 4, 1999:


             "6.4     Statement of Accounts
                      ---------------------

As soon as practicable after the end of a Plan Year, the Committee will provide
each Participant with a statement reflecting the condition of his account under
the Plan as of that date. The Committee in its discretion may decide to provide
Participants with such statements at more frequent intervals. No Participant,
except a person authorized by the Company or the Committee, shall have the right
to inspect the records reflecting the account of any other Participant."

             11.      By substituting the following for the second sentence of

Section 7.4 of the Plan, effective April 4, 1999:

"However, if as of a Participant's Settlement Date, the Committee maintains in
his name a Frozen Deferred Compensation Account which has an aggregate net
credit balance exceeding $5,000, the Participant or his Beneficiary (as the case
may be) may elect to receive the aggregate net credit balance in his New Company
Contribution Account and Frozen Consolidated Account in a lump sum in accordance
with the preceding sentence, and to receive the aggregate net credit balance in
his Frozen Deferred Compensation Account in periodic payments of substantially
equal amounts for a specified number of years not exceeding the lesser of ten
years or the joint life expectancies of the Participant and his designated
individual Beneficiary, if any, reasonably determined from the expected return
multiples described in Treasury Regulation ss.1.72-9; provided, that if the
Participant is deceased, such payments shall not be made over a period of more
than five years."

             12.      By substituting the following for Section 7.5 of the Plan,

effective April 4, 1999:

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             "7.5     Amount Available for Distribution
                      ---------------------------------

The amount available for distribution to a Participant or his Beneficiary shall
be the balance credited to the Participant's account as of the date the
distribution is made, as determined in accordance with rules established by the
Committee. If a Participant's Frozen Deferred Compensation Account is invested
in more than one Investment Fund at the time of any periodic payment, such
payment shall be made pro rata from each such Investment Fund unless the
Committee and the recipient shall otherwise agree. Periodic payments are not
guaranteed and payments shall be made only for as long as the former Participant
or his Beneficiary shall have an undistributed Frozen Deferred Compensation
Account balance. If a Former Participant who has elected to receive periodic
payments dies before the full amount credited to his Frozen Deferred
Compensation Account has been distributed, the balance of such account shall be
distributed to his Beneficiary in periodic payments over the shorter of five
years or the remainder of the period elected by the Former Participant, unless
such Beneficiary shall elect a different method of distribution, including a
lump sum, under which the Former Participant's' account will be fully
distributed over a shorter period."

             13.      By substituting the following for Section 7.6 of the plan,

effective April 4, 1999:


             "7.6     Form of Distribution
                      --------------------

All distributions to a Participant or Beneficiary shall be made in cash;
provided, that a Participant or Beneficiary may, upon request filed with the
Committee in such manner and at such time as the Committee may determine, elect
to receive all of those amounts credited to his accounts which are invested in
the Company Stock Fund in whole shares of Company Stock."

             14.      By substituting the following for Paragraph 7.7(b) of the

Plan, effective as of January 1, 1997:


                  "(b)     Payments to a Participant shall commence no later
                           than the April 1 of the calendar year next
                           following the later of the calendar year in which the
                           participant attains age 70 1/2 or the calendar year
                           in which his Settlement Date occurs ("required
                           commencement date"); provided, however, that the
                           required commencement date of a participant who is a
                           five percent owner (as defined in Section 416 of the
                           Internal Revenue Code) with respect to the Plan Year
                           ending in the calendar year in which he attains age
                           70 1/2 shall be April 1 of the next following
                           calendar year. Notwithstanding the foregoing, a
                           Participant in the Plan who attained age 70 1/2 on or
                           before December 31, 1999 may elect to commence
                           distribution of his benefits on the April next
                           following the calendar year in which he

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                           attains age 70 1/2 or to continue such distributions.
                           Notwithstanding any other provision of the Plan to
                           the contrary, all distributions hereunder shall be
                           made in accordance with the minimum distribution
                           requirements contained in Section 1.401(a)(9)-1, and
                           the minimum distribution incidental benefit
                           requirements contained in Section 1.401(a)(9)-2 of
                           the proposed Treasury Regulations, or in the
                           corresponding Sections of any final Treasury
                           Regulations issued under Section 401(a)(9) of the
                           Internal Revenue Code."


             15.      By substituting the following for Paragraph 7.9(b) of the

Plan, effective as of January 1, 1999:


             "(b)     Definition of Eligible Rollover Distribution.
                      --------------------------------------------
                      An eligible rollover distribution is any
                      distribution of all or any portion of the balance to
                      the credit of the distributee, except that an
                      eligible rollover distribution does not include: any
                      distribution that is one of a series of substantially
                      equal periodic payments (not less frequently than
                      annually) made for the life (or life expectancy) of
                      the distributee or the joint lives (or joint life
                      expectancies) of the distributee and the
                      distributee's designated beneficiary, or for a
                      specified period of ten years or more; any
                      distribution to the extent such distribution is
                      required under Section 401(a)(9) of the Internal
                      Revenue Code; any distribution that is a hardship
                      distribution (as described in Section
                      401(k)(2)(B)(i)(IV) of the Internal Revenue Code);
                      and that portion of any distribution that is not
                      includible in gross income."


             16.      By substituting the following for Paragraph 11.1(a)(i) of

the Plan, effective as of January 1, 1995:


                      "(i) $30,000 (or such greater amount as may be
                      determined by the Commissioner of Internal Revenue for the
                      calendar year which begins with or within that Plan Year),
                      or"


             17.      By substituting the following for Paragraph 11.1(c) of the

Plan, effective as of January 1, 1998:


<PAGE>

             "(c)     For purposes of this Section, the term "total
                      compensation" means the earned income, wages, salaries,
                      fees for professional services, and other amounts received
                      by a Participant for personal services actually rendered
                      in the course of employment with an Company or Related
                      Company, determined in accordance with Section 415(a)(3)
                      of the Internal Revenue Code (including, but not limited
                      to, commissions paid to salesmen, compensation for
                      services based on a percentage of profits, commissions on
                      insurance premiums, tips, and bonuses, any elective
                      deferral (as defined in Section 402(g)(3) of the Internal
                      Revenue Code) and any amount contributed or deferred by
                      the Company or Related Companies at the Participant's
                      election which is excludable from income under Section 125
                      of the Internal Revenue Code); provided that a
                      Participant's total compensation taken into account for
                      any Plan Year shall be limited to $160,000 or such greater
                      amount as may be determined by the Commissioner of
                      Internal Revenue for that year under Section 401(a)(17) of
                      the Internal Revenue Code. Notwithstanding the previous
                      sentence, a Participant's Total Compensation shall not
                      include the following:

                      (i)      except as provided above, employer
                               contributions to a plan of deferred
                               compensation which are not includible in the
                               Participant's gross income for the taxable
                               year in which contributed, employer
                               contributions to a simplified employee
                               pension plan to the extent such
                               contributions are deductible by the
                               Participant, or any distributions from a
                               deferred compensation plan;

                      (ii)     amounts realized from the exercise of a
                               non-qualified stock option or when
                               restricted stock or property held by the
                               Participant becomes freely transferable or
                               is no longer subject to a substantial risk
                               of forfeiture;

                      (iii)    amounts realized from the sale, exchange, or
                               other disposition of stock acquired under a
                               qualified stock option;

                      (iv)     any other amounts which received special tax
                               benefits, or contributions made by the
                               Participant (whether or not pursuant to a
                               salary reduction agreement) towards the
                               purchase of an annuity described in Section
                               403(b) of the Internal Revenue Code (whether
                               or not such amounts are actually excludible
                               from the Participant's gross income); or

<PAGE>

                      (v)      any amounts required to be excluded under
                               Section 415 of the Internal Revenue
                               Code and the regulations thereunder."


             18.      By adding the following at the end of Paragraph 11.1(d) of

the Plan, effective January 1, 2000:

"The provisions of this Paragraph 11.1(d) shall not be effective for any Plan
Year beginning after December 31, 1999."

             19.      By adding the following Supplement A to the Plan,

effective April 4, 1999:


                                  "SUPPLEMENT A

                                       TO
                           KTLA INC. HOURLY EMPLOYEES'
                                 RETIREMENT PLAN

                            Salary Reduction Amounts

A-1.     Purpose.  The purpose of this Supplement A is to permit Participants in
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the KTLA Inc. Hourly Employees' Retirement Plan to elect to contribute amounts
(`Salary Reduction Amounts') to the Plan on a pre-tax basis under Section 401(k)
of the Internal Revenue Code.

A-2.     Effective Date.  This Supplement A is effective on or about April 4,
         --------------
1999 for amounts paid after such date, in accordance with rules established by
the Committee.

A-3. Salary Reduction Amounts. Each Participant may elect, in such manner as the
     ------------------------
Committee may determine, to have an amount which is not more than the lesser of
15% of the Participant's Compensation or $10,000 (as adjusted for years after
1999 for cost-of-living increases under Internal Revenue Code Section 402(g)(5))
contributed by the Company on a before-tax basis. The amount so elected and
contributed shall be called the `Salary Reduction Amount' and shall be applied
to reduce such Participant's Compensation (except for purposes of the Plan such
as determining the actual amount of the reduction and the Company contribution
under Section 3.1 of the Plan) for the period with respect to which such
contribution is made. A new Participant may make his initial election under this
Paragraph A-3 at such time and in such manner as the Committee may establish,
and shall be effective as of his applicable date under Section 2.1 or as of such
other date as the Committee shall determine in accordance with rules established
by the Committee and applied on a uniform basis to all similarly situated
Participants. A Participant whose election under this Paragraph A-3 is already
in effect may elect to increase or decrease the rate of his Salary Reduction
Amount contributions (including an


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election to suspend or resume such contributions), within the limitations
specified above, as of such date as the Committee shall determine in accordance
with rules established by the Committee and applied on a uniform basis to all
similarly situated Participants. Should the Committee at any time determine that
the Salary Reduction Amount elected by a Participant exceeds the limitations
found in Paragraph A-5 hereof, any excess (and any earnings allocable thereto)
shall be distributed to him in cash as soon as practicable after such excess is
discovered, but in no event later than the December 31 following the close of
the Plan Year in which such excess Salary Reduction Amount relates.

A-4. Payment and Allocation of Salary Reduction Amounts. Amounts by which a
     --------------------------------------------------
Participant's Compensation is reduced as a Salary Reduction Amount for any
calendar month shall be paid to the Trustee as soon as practicable thereafter,
but no later than the 15th business day of the next following month. The
Committee shall establish a `Salary Reduction Account' on behalf of each
participant who elects to have Salary Reduction Amounts contributed to the plan
on his behalf. Salary Reduction Accounts shall be invested as provided in
Section 5 of the Plan.


A-5.     Limitations Applicable to Highly Compensated Employees.
         ------------------------------------------------------

                  (a)      If the contributions that would be made under
                           Paragraph A-3 on behalf of any Highly Compensated
                           Employees would exceed the limitation for any Plan
                           Year under paragraph (c) below, the Salary Reduction
                           Amounts elected by such Highly Compensated Employees
                           shall be reduced as provided in paragraph (c).

                  (b)      For the purposes of this Paragraph A-5:

                           (i)      the term `Highly Compensated Employee' means
                                    any current or former employee who:

                                    (A)     was a five percent or greater owner
                                            of the Company or any Related
                                            Company during the current or
                                            immediately preceding Plan Year; or

                                    (B)     received Annual Compensation of more
                                            than $80,000 (or such greater amount
                                            as may be determined by the
                                            Commissioner of Internal Revenue for
                                            that Plan Year) from the Company or
                                            any Related Company during the
                                            immediately preceding Plan Year and
                                            was in the top-paid 20 percent of
                                            employees.

                           (ii)     The term `Average Deferral Percentage' of a
                                    group of Participants for a Plan Year means
                                    the average of


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                                    the deferral ratios (determined separately
                                    for each Participant in such group) of (1)
                                    to (2), where (1) equals the Salary
                                    Reduction Amounts elected by and contributed
                                    on behalf of such Participant for such Plan
                                    Year, and (2) equals the Participant's
                                    Annual Compensation for such Plan Year.

                           (iii)    The term `Annual Compensation' means, with
                                    respect to any Participant for any Plan
                                    Year, his total compensation (as defined in
                                    Paragraph 11.1(c) of the Plan).

                  (c)      The Average Deferral Percentage of the Highly
                           Compensated Employees for any Plan Year may not
                           exceed the greater of:

                           (i)      the Average Deferral Percentage of all other
                                    Participants for the Plan Year multiplied by
                                    1.25; or

                           (ii)     the Average Deferral Percentage of all other
                                    Participants for the Plan Year multiplied by
                                    2.0; provided that the Average Deferral
                                    Percentage of the Highly Compensated
                                    Employees for the Plan Year does not exceed
                                    that of all other Participants for the Plan
                                    Year by more than two percentage points.

                           The Committee may, from time to time, monitor the
                           Participants' Salary Reduction Amounts to determine
                           whether the foregoing limitation will be satisfied
                           and, to the extent necessary to ensure compliance
                           with such limitation, may reduce, on a pro rata
                           basis, the applicable percentage of future
                           Compensation to be withheld for the Highly
                           Compensated Employees. If for a Plan Year the Salary
                           Reduction Amounts made on behalf of Highly
                           Compensated Employees exceed the foregoing
                           limitation, the Committee shall refund the excess
                           Salary Reduction Amounts made on behalf of Highly
                           Compensated Employees in order of the largest amounts
                           to the extent necessary to meet the foregoing
                           limitation. Any such excess Salary Reduction Amount
                           (and the earnings thereon) shall be refunded in cash
                           as soon as practicable after such excess is
                           discovered, but in no event later than the December
                           31 following the close of the Plan Year. The trust
                           earnings allocable to such excess Salary Reduction
                           Amounts shall be determined by the Committee taking
                           into account the time at which the Amounts were
                           contributed to the Plan, the Investment Funds in
                           which the Amounts were invested, and the time at
                           which the excess is distributed, in accordance with
                           reasonable and

<PAGE>


                           uniform rules applied to all similarly situated
                           Participants. If a Highly Compensated Employee who
                           must receive a refund of an excess Salary Reduction
                           Amount also contributed for the same plan year a
                           Salary Reduction Amount in excess of $10,000 (as
                           adjusted for cost-of-living increases), the
                           distributions of such excess amounts shall be
                           coordinated in accordance with Treasury Regulations
                           Section 1.401(k)-1(f)(5)(i).

A-6. Adjustment of Salary Reduction Account. Each Participant's Salary Reduction
     --------------------------------------
Account shall be adjusted in accordance with this Paragraph A-6, pursuant to
rules established by the Committee on a uniform basis. Salary Reduction Amounts
shall be credited to accounts as soon as practicable after they are received by
the Trustee. Distributions shall be changed to accounts on or as soon as
practicable after the date distribution is made. Each Account shall be adjusted
to reflect the investment gains and losses of the Investment Funds in which the
account invested pursuant to Section 5.

A-7.     Vesting.  A Participant shall always be fully vested in and have a
         -------
non-forfeitable right to his Salary Reduction Account.

A-8.     Distribution.  Except as provided in Paragraph A-9, a Participant's
         ------------
Salary Reduction Account shall be distributed after the Participant's Settlement
Date in accordance with Section 7 of the Plan.

A-9. Hardship Withdrawals. Subject to the approval of the Committee, a
     --------------------
Participant may request a withdrawal of any part of his Salary Reduction Account
in the event of financial hardship; provided, that the amount of any such
withdrawal from his Salary Reduction Account may not exceed the sum of the
previously contributed Salary Reduction Amounts. A withdrawal requested under
this Paragraph shall be permitted by the Committee only if, in the determination
of the Committee, such withdrawal is necessary in light of immediate and heavy
financial needs of the Participant occasioned by one of the hardships defined in
subparagraph 4.2(a) of the Plan. Any such withdrawal shall be made in accordance
with the terms and provisions of Section 4.2 of the Plan.

A-10. Use of Terms. All terms and provisions of the Plan shall apply to this
      ------------
Supplement A, except that where the terms and provisions of the trust and this
Supplement A conflict, the terms and provisions of this Supplement A shall
govern."