EXHIBIT 4.7


                                SECOND AMENDMENT
                                ----------------
                                       OF
                                       --
              TRIBUNE COMPANY DEFINED CONTRIBUTION RETIREMENT PLAN
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             (As Amended and Restated Effective as of July 1, 1994)



                  WHEREAS, Tribune Company (the "Company") maintains the Tribune
Company Defined Contribution Retirement Plan (the "Plan"); 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 power
reserved to the Company by Section 13.1 of the Plan and delegated to the
undersigned by resolution of its Board of Directors, the Plan be and is hereby
further amended, effective as of January 1, 1997, in the following particulars:

                  1.       By substituting the following for Paragraphs (x) and
                          (y) of Section 1.1 of the Plan:

                  "(x)     Part A Account:  Prior to January 1, 1997, the
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                           account maintained for a Participant to record his
                           Employer's contributions attributable to his `Salary
                           Reduction Amounts,' and adjustments thereto. As
                           provided in Supplement C, Part A Accounts are being
                           transferred to Tribune Company Savings Incentive
                           Plan, and no Participant shall have a Part A Account
                           after such transfer.


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                  (y)      Part B Account: Prior to January 1, 1997, the account
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                           maintained for a Participant to record his share of
                           his Employer's `Matching Contributions,' and
                           adjustments thereto. As provided in Supplement C,
                           Part B Accounts are being transferred to Tribune
                           Company Savings Incentive Plan, and no Participant
                           shall have a Part B Account after such transfer."

                  2.       By substituting the following for Section 2.1 of the
Plan:

         "2.1     Conditions of Eligibility

                  Subject to the conditions and limitations of the Plan, each
         Eligible Employee of an Employer who was a Participant in the Plan as
         of the Restatement Effective Date will continue as a Participant on and
         after that date. Each other Eligible Employee shall become a Covered
         Employee on the first `applicable date' (as defined below) coincident
         with or next following the latest to occur of (a) the date on which he
         completes one Year of Service; (b) the date on which he attains age 21;
         and (c) the date on which he becomes an Eligible Employee. An Eligible
         Employee's `applicable date' hereunder is the later to occur of the
         Restatement Effective Date or his Employer's Effective Date, or the
         first day of any subsequent calendar quarter. A Covered Employee will
         become a Participant in the Plan as of the first date on which an
         Employer contribution has been made to the Plan on his behalf."

                  3.       By substituting the following for Paragraphs 3.1(a)
 and 3.1(b) of the Plan:

                  "(a)     Employer Contribution of Salary Reduction Amounts.
                           -------------------------------------------------
                           For each Plan year ending prior to January 1, 1997,
                           Employers contributed to the Plan an amount equal to
                           the `Salary Reduction Amount' elected by Covered
                           Employees for such Plan Year. For Plan Years
                           beginning on or after January 1, 1997, Covered
                           Employees may not elect a Salary Reduction Amount,
                           and the Employers shall not contribute any such
                           amount.
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                  (b)      Matching Contributions.  For Plan Years ending prior
                           ----------------------
                           to January 1, 1997, the Employers contributed a
                           Matching Contribution equal to the Scheduled Matching
                           Percentage of the Matched Salary Reduction Amount
                           elected by Covered Employees.  Forfeitures
                           attributable to Matching Contributions were used to
                           reduce an Employer's Matching Contribution, as
                           provided under the terms of the Plan as in effect
                           prior to January 1, 1997.  For Plan Years beginning
                           on and after January 1, 1997, no Matching
                           Contribution shall be made to the Plan."

                  4.       By substituting the following for Section 3.2 of the
Plan:

         "3.2     Salary Reduction Amounts

                  For Plan Years ending prior to January 1, 1997, a Covered
         Employee was able to elect to have certain amounts (called Salary
         Reduction Amounts) contributed to the Plan by his Employer on a
         before-tax basis. No such contributions shall be made to the Plan for
         Plan years beginning after December 31, 1996."

                  5.       By deleting Section 3.3 and the first sentence of
Section 3.6 of the Plan.

                  6.       By substituting the following for Sections 4.1 and
4.2 of the Plan:

         "4.1     Loans

                  Prior to the Restatement Effective Date, the Plan permitted
         the Administrative Committee to direct the Trustee to lend a limited
         amount of the Trust Fund to a Participant. As provided in Supplement C,
         all such loans are being transferred to the Tribune Company Savings
         Incentive Plan, and thereafter the Plan shall neither make new loans to
         Participants nor hold loans made to Participants.

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         4.2      Accounting for Loans

                  Prior to the Transfer of Part A Accounts to the Tribune
         Company Savings Incentive Plan as provided in Supplement C, the Plan
         held loans made to Participants prior to the Restatement Effective
         Date, and such loans were treated as directed investments of Part A
         Accounts. Supplement C provides for the transfer of loans along with
         the transfer of Part A Accounts."


                  7.       By substituting the following for Section 4.3 of the
Plan:

         "4.3     Hardship Withdrawals

                  Prior to January 1, 1997, Participants were able to request a
         withdrawal of all or a portion of their Part A Account in the event of
         financial hardship. Effective on or about January 1, 1997, all Part A
         Accounts are being transferred to Tribune Company Savings Incentive
         Plan, as provided in Supplement C. Accordingly, after December 31,
         1996, no withdrawals shall be permitted from the Plan on account of
         financial hardship."


                  8.       By deleting the last sentence from Section 4.4 of the
Plan.

                  9.       By substituting the following for Section 6.1 of the
Plan:

         "6.1     Participants' Accounts

                  The Administrative Committee shall establish and maintain
         separate accounts for each Participant, showing separately:

                  (a)      his share of his Contributing Employer's Basic
                           Contributions (his `Part C Account'); and

                  (b)      his interest in assets received by the Trustee as a
                           rollover contribution pursuant to the terms of
                           Section 6.4 (his `Rollover Account'), if applicable.

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         Prior to January 1, 1997, the Administrative Committee also maintained
         Part A Accounts and Part B Accounts on behalf of certain Participants.
         All such accounts have been transferred as provided in Supplement C."

                  10.      By substituting the following for Paragraph 6.3(b) of
the Plan:

                  "(b)     The Administrative Committee, after determining the
                           increase or decrease in the net worth of each
                           Investment Fund, shall make the following adjustments
                           in Participants' account balances invested in such
                           funds as soon as practicable after each Valuation
                           Date:

                           (i)      First: Credit the Rollover Account of each
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                                    Participant invested in each such Investment
                                    Fund with any rollover contributions
                                    received by the Trustee on behalf of the
                                    Participant pursuant to Section 6.4 below
                                    and invested in such Investment Fund during
                                    the Valuation Period;

                           (ii)     Second:  After making the adjustment
                                    ------
                                    described above, allocate to the accounts of
                                    each Participant his share of the increase
                                    or decrease for the Valuation Period in the
                                    net worth of each such Investment Fund in
                                    which his accounts are invested on the basis
                                    of the ratio that his account balances
                                    invested in such Investment Fund bear to the
                                    total of all account balances invested in
                                    such Investment Fund;

                           (iii)    Third: After making the adjustments
                                    described above, credit the appropriate
                                    accounts of each Participant invested in
                                    each such Investment Fund with the Employer
                                    Basic Contributions made on behalf of, or
                                    allocable to, the Participant

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                                    and invested in such Investment Fund during
                                    the Valuation Period;

                           (iv)     Fourth: After making the adjustments
                                    ------
                                    described above, reduce the account balances
                                    of each Participant invested in each such
                                    Investment Fund by the amount of any
                                    distributions, withdrawals, or other proper
                                    payments from such Investment Fund requested
                                    during the Valuation Period by or on behalf
                                    of the Participant;

                           (v)      Fifth:  After making the adjustments
                                    -----
                                    described above, reduce the account balances
                                    of each Participant invested in each such
                                    Investment Fund by any amounts which the
                                    Participant elects during the Valuation
                                    Period to have transferred from such
                                    Investment Fund to another Investment Fund
                                    as of the first day of the following
                                    Valuation Period, and increase the account
                                    balances of each Participant invested in
                                    each such Investment Fund by any amounts
                                    which the Participant elects during the
                                    Valuation Period to have transferred to such
                                    Investment Fund as of the first day of the
                                    following Valuation Period; and

                           (vi)     Sixth:  After making the adjustments
                                    -----
                                    described above, credit the appropriate
                                    accounts of any reemployed Participant with
                                    the amounts of any repayments of prior
                                    distributions from those accounts,
                                    respectively, made by the Participant
                                    during the calendar quarter ending on that
                                    Valuation Date, and with the amount of any
                                    Forfeitures to be reinstated to those
                                    accounts as of that Valuation Date, pursuant
                                    to Section 7.5."

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                  11.      By substituting the following for Sections 7.4 and
7.5 of the Plan:

         "7.4     Resignation or Dismissal

                  If a Participant resigns or is dismissed from the employ of
         the Employers and Related Companies before retirement or disability
         termination under Section 7.1(a) or (b) above, the amount available for
         distribution shall be determined in accordance with Section 7.7, except
         that the balance in the Participant's Part C Account as at the
         Valuation Date coincident with or next following the Participant's
         settlement date (after all adjustments required under the Plan as of
         that Valuation Date have been made) will be further adjusted by
         multiplying said balance by the Participant's `nonforfeitable
         percentage' at his settlement date. A Participant's nonforfeitable
         percentage will be determined in accordance with the following table
         based on his number of years of Service at his settlement date:

         If the Participant's
         number of years of                        Then his nonforfeitable
         Service is:                                percentage shall be:
         --------------------                       --------------------

         Less than one                                        0%
         One                                                 20%
         Two                                                 40%
         Three                                               60%
         Four                                                80%
         Five or more                                       100%

         The resulting amount available for distribution from the Participant's
         accounts, including the adjusted nonforfeitable balance in the
         Participant's Part C Account after the adjustments described above,
         will be distributable to the Participant under subsection 7.6.

         7.5      Forfeitures

                  The amount (if any) by which a Participant's Part C Account is
         reduced under Section 7.4 shall be a `Forfeiture.'

                  (a)      A Forfeiture shall be treated as a separate account
                          (not subject to adjustment under paragraph 6.3(b)
                           above) until the Valuation Date coincident with or
                           next following the Participant's settlement date,
                           and then (unless (i) the Participant has been
                           reemployed

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                           by an Employer or Related Company on or before that
                           Valuation Date and before any distribution has been
                           made to him pursuant to Section 7.6 below or (ii) the
                           Forfeiture is to be applied in accordance with
                           Section 7.9(c) or paragraph (b) below) the portion of
                           such Forfeiture attributable to the prior Basic
                           Contributions of each Contributing Employer shall be
                           applied to reduce that Contributing Employer's Basic
                           Contributions for the next following calendar quarter
                           pursuant to Section 3.1(c) above.  The portion of any
                           Forfeiture attributable to the prior contributions of
                           any Contributing Employer shall be taken as that
                           portion of such Forfeiture which the contributions
                           made by that Contributing Employer and credited to
                           the related Part C Account of the Participant with
                           respect to whom the Forfeiture arose bear to the
                           total contributions of all Contributing Employers
                           that were credited to that account.

                  (b)      If the Participant is reemployed by an Employer or
                           Related Company before the Participant incurs five
                           consecutive Breaks in Service, the amount of the
                           Forfeiture arising from that Participant's Part C
                           Account may be reinstated as described below in this
                           paragraph (b).  Such Participant may repay to the
                           Trustee (within five years after reemployment) the
                           total amount distributed to him from all of his
                           accounts, and the Forfeiture which arose from any
                           such account as a result of his earlier termination
                           of employment shall be credited to that account, as
                           of the Valuation Date coincident with or next
                           following the date of repayment in accordance with
                           subparagraph 6.3(b)(vi). Forfeitures which are to be
                           credited to a Participant's Part C Account as of a
                           Valuation Date under this paragraph (b) shall be
                           drawn first from Forfeitures otherwise to be applied
                           to reduce Employer Basic Contributions as of that
                           date under this paragraph (b) (after any application
                           of Forfeitures under Section 7.9(c)); and then from
                           special Employer contributions which shall be made


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                           as of that date to the extent necessary to reinstate
                           Forfeitures as required under this paragraph (b)."

12.      By adding the following new Supplement C to the Plan:


                                  "SUPPLEMENT C

                    Special Rules Relating to the Transfer of
                          Part A and Part B Accounts to
                     Tribune Company Savings Incentive Plan


                  C-1. Introduction. The purpose of this Supplement C is to set
                       ------------
         forth special rules relating to the transfer of Part A and Part B
         Accounts to Tribune Company Savings Incentive Plan (`SIP') effective as
         of the close of business on December 31, 1996. Effective January 1,
         1997, Participants are eligible to participate in and make salary
         reduction contributions to the SIP, subject to the terms thereof, and
         therefore Participants are no longer eligible to make salary reduction
         contributions to this plan.

                  C-2. Transfers. Part A and Part B Accounts are being
                       ---------
         transferred to the SIP as of the close of business on December 31, 1996
         and thereafter the Plan with respect to such Accounts will be continued
         in the form of the SIP. The transfer of such Account balances to the
         SIP shall be made in accordance with Sections 401(a)(12) and 414(l) of
         the Internal Revenue Code and the regulations thereunder.

                  C-3. Transfer of Assets. Assets in the Trust equal to the Part
                       ------------------
         A and Part B Account balances that are transferred to the SIP pursuant
         to this Supplement C shall be transferred to the Trust that funds
         benefits under the SIP. Such transfer shall take place at such time and
         in such form as shall be agreed upon between the Trustees of the two
         trusts.

                  C-4. Opening Account Balances. All Part A and Part B Accounts
                       ------------------------
         maintained under the Plan shall be adjusted as of the effective date of
         transfer in accordance with the provisions of Section 6 of the Plan.
         The net credit balances in such Accounts, as so adjusted as of that
         date, shall constitute the opening net credit balances in the Part A
         and Part B Accounts to be maintained for such Participants under the
         SIP. Thereafter, such Accounts shall be adjusted in accordance with the
         provisions of the SIP. Participants shall always have a nonforfeitable

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         interest in the amounts transferred from this Plan to their Accounts
         under the SIP.

                  C-5. Transfer of Records. On or as soon as practicable after
                       -------------------
         the date of transfer, the Administrative Committee under the Plan shall
         transfer to the committee responsible for the administration of the SIP
         such administrative records maintained under the Plan with respect to
         Participants as necessary to administer the SIP.

                  C-6.  Use of Terms.  Terms used in this Supplement C with
                        ------------
         respect to the Plan shall, unless otherwise defined in this Supplement
         C, have the meanings of those terms as defined in the Plan."


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