EXHIBIT 4.6

                                 FIRST AMENDMENT
                                 ---------------
                                       OF
                                       --
                          CHICAGO TRIBUNE TAX DEFERRED
                          ----------------------------
                         INVESTMENT PLAN FOR MACHINISTS
                         ------------------------------


                  WHEREAS, effective as of January 1, 1986, and pursuant to an
agreement between Chicago Tribune Company (the "Company") and the International
Association of Machinists, Local 126, the Company established the Chicago
Tribune Tax Deferred Investment Plan For Machinists (the "Plan"); and

                  WHEREAS, amendment of the Plan is now considered desirable;

                  NOW, THEREFORE, by virtue and in exercise of the power
reserved to the Company by Section 10.1 of the Plan, the Plan be and it hereby
is amended in the following particulars:

                  1.       By adding the following at the end of Section 1.1(d)
of the Plan, effective as of January 1, 1989:


                           "Subject to the above limitations, a Covered
                           Employee's Compensation taken into account for any
                           Plan Year shall be limited to $200,000 ($150,000 for
                           Plan Years beginning on or after January 1, 1994) or
                           such other amount as may be determined by the
                           Commissioner of Internal Revenue for that year under
                           Section 401(a)(17) of the Internal Revenue Code.  In
                           determining a Participant's Compensation for purposes
                           of the immediately preceding sentence, the family
                           aggregation rules of Section 414(q)(6) of the
                           Internal Revenue Code will apply, except that in
                           applying such rules, the term 'family' will include


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                           only the spouse of the Participant and any lineal
                           descendants of the Participant who have not attained
                           age 19 years before the close of the Plan Year."

                  2.       By substituting the following for Section 1.1(e) of
the Plan, effective as of January 1, 1986:

                  "(e)     Computation Period:  For purposes of determining an
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                           Employee's eligibility to participate in the Plan,
                           his Computation Period shall be the 12 consecutive
                           month period commencing on the date on which he is
                           first employed by an Employer or any Related Company,
                           and any 12 consecutive month period commencing on any
                           anniversary of such date."

                  3.       By adding the following new subparagraph (vi) to
Section 1.1(o) of the Plan immediately after subparagraph (v) thereof, effective
as of August 5, 1993:

                           "(vi)    each hour, other than an hour credited under
                                    subparagraphs (i) through (v) above, which
                                    would have been credited to an Employee, but
                                    for the fact that the Employee was absent
                                    from work due to an approved leave of
                                    absence granted pursuant to the Family and
                                    Medical Leave Act of 1993 (an 'FMLA
                                    absence').  Such hours shall be credited
                                    solely for the purpose of determining
                                    whether an Employee has incurred a Break in
                                    Service and not more than 501 Hours of
                                    Service per Computation Period shall be
                                    credited by reason of an FMLA absence."

                  4.       By substituting the following for Section 1.1(p) of
the Plan, effective as of January 1, 1987:

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                  "(p)     Internal Revenue Code.  The Internal Revenue Code of
                           ---------------------
                           1986, as from time to time amended, and as construed
                           or interpreted by valid regulations or rulings issued
                           thereunder."

                  5.       By substituting the following for Section 1.1(q) of
the Plan, effective as of January 1, 1987:


                  "(q)     Leased Employee.  Any person who is not otherwise an
                           ---------------
                           Employee and who, pursuant to an agreement between
                           the recipient Employer and any other person (the
                           'leasing organization'), has performed services for
                           an Employer, or for an Employer and related persons
                           (determined in accordance with Section 414(n)(6) of
                           the Internal Revenue Code), on a substantially full
                           time basis for a period of at least one year, and
                           such services are of a type historically performed by
                           employees in the business field of the recipient;
                           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% of such Employee's
                           Total Compensation, and (ii) Leased Employees
                           (determined without regard to this proviso) do not
                           constitute more than 20 percent of the Employer's
                           nonhighly compensated work force (as defined in
                           Section 414(n) of the Internal Revenue Code)."

                  6. By substituting the following for that portion of
Section 1.1(x) of the Plan which precedes subparagraph (i) thereof, effective as
of January 1, 1989:

                  "(x)     Total Compensation.  The earned income, wages,
                           ------------------
                           salaries, fees for professional services, and other
                           amounts received by a Participant for personal

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                           services actually rendered in the course of his
                           employment with an Employer or a Related Company
                           (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), provided that a
                           Participant's Total Compensation taken into account
                           for any Plan Year shall be limited to $200,000 or
                           such other 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:"

                  7.       By adding the following sentence immediately after
the second sentence of Section 3.2 of the Plan, effective as of January 1, 1987:

         "Notwithstanding the foregoing, in no event shall a Participant's
         'maximum amount' for any Plan Year exceed the limitation described in
         Section 402(g) of the Internal Revenue Code."

                  8.       By adding the following sentence at the end of
Section 3.2 of the Plan, effective as of January 1, 1986:


         "Should the Committee at any time determine that the Salary Reduction
         Amount elected by a Covered Employee exceeds the limitations found in
         Section 3.3(c) 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 March15 following
         the close of the Plan Year in which such excess Salary Reduction Amount
         was contributed."

                  9.       By substituting the following for paragraphs
(a) through (c) of Section 3.3 of the Plan, effective as of January 1, 1989:

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                  "(a)     If the contributions that would be made under Section
                           3.1 on behalf of 'Highly Compensated Employees' would
                           exceed the deferral percentage limitation for any
                           Plan Year as described in paragraph (c) below, the
                           Salary Reduction Amounts elected by the Highly
                           Compensated Employees for such Plan Year shall be
                           reduced as provided in paragraph (c).

                  (b)      For the purposes of this Section 3.3:

                           (i)      the term 'Highly Compensated Employee' means
                                    any Covered Employee who during the current
                                    or immediately preceding Plan Year:

                                    (A)     was a five percent or greater owner
                                            of the Employer or any Related
                                            Company;

                                    (B)     received Compensation of more than
                                            $75,000 (or such greater amount as
                                            may be determined by the
                                            Commissioner of Internal Revenue for
                                            that Plan Year) from the Employer or
                                            any Related Company;

                                    (C)     received Compensation of more than
                                            $50,000 (or such greater amount as
                                            may be determined by the
                                            Commissioner of Internal Revenue for
                                            that Plan Year) from the Employer or
                                            any Related Company and was in the
                                            top-paid 20 percent of Employees; or

                                    (D)     was an officer of the Employer or
                                            any Related Company receiving
                                            Compensation in excess of 50 percent
                                            of the limitation in effect for that
                                            year

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                                            under Internal Revenue Code
                                            415(b)(1)(A); provided that for
                                            purposes of this subparagraph(D), no
                                            more than 50 Employees (or if
                                            lesser, the greater of three
                                            Employees or ten percent of the
                                            Employees) shall be treated as
                                            officers.

                                    If a Covered Employee meets the
                                    qualifications set forth in subparagraph(A),
                                    (B), or (C) next above for the current Plan
                                    Year, but did not meet any of such
                                    qualifications for the preceding Plan Year,
                                    he shall not be deemed a Highly Compensated
                                    Employee under this subparagraph unless he
                                    is one of the 100 Employees paid the highest
                                    Compensation during the current Plan Year.

                           (ii)     The term 'Average Deferral Percentage' of a
                                    group of Covered Employees for a Plan Year
                                    means the average of the deferral ratios
                                    (determined separately for each Covered
                                    Employee in such group) of (1) to (2),
                                    where (1) equals the Salary Reduction
                                    Amounts elected by and contributed on behalf
                                    of such Covered Employee for such Plan Year,
                                    and (2) equals the Covered Employee's
                                    Compensation for such Plan Year.

                  (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
                                    Covered Employees for such Plan Year
                                    multiplied by 1.25; or

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

                           The Committee may, from time to time, monitor the
                           Covered Employees' 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 the order of their deferral
                           ratios (as defined in Section 3.3(b)(ii)) beginning
                           with the highest ratio, 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
                           March 15 following the close of the Plan Year. The
                           trust earnings allocable to such excess Salary
                           Reduction Amounts shall equal the sum of the
                           allocable gain or loss for the Plan Year and the
                           allocable gain or loss for the period between the end
                           of the Plan Year and the date the excess Salary
                           Reduction Amounts are distributed. The earnings
                           allocable to an excess Salary Reduction Amount for
                           the Plan Year shall be determined by multiplying the
                           income for the Plan Year allocable to the Employer
                           Contribution Account of each Highly Compensated
                           Employee having an excess Salary Reduction Amount by
                           a fraction. The numerator of the fraction


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                           shall be the excess Salary Reduction Amount made by
                           the Highly Compensated Employee and the denominator
                           shall be the Highly Compensated Employee's Account
                           balance as of the last day of the Plan Year, reduced
                           by the gain allocable to such amount for the Plan
                           Year and increased by any loss allocable to such
                           Account for the Plan Year. The earnings allocable to
                           the excess Salary Reduction Amount for the period
                           between the end of the Plan Year and the date on
                           which such excess Salary Reduction Amount is
                           distributed shall be determined under the same
                           fractional method described above or under the 10
                           percent safe harbor method described in Treasury
                           Regulations Section 1.401(k)-1. 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 the limitation described in Section 402(g)
                           of the Internal Revenue Code, the distributions of
                           such excess amounts shall be coordinated in
                           accordance with Treasury Regulations
                           Section 1.401(k)-1(f)(5)(i)."

                  10.      By substituting the following for Section 4.2 of the
Plan, effective as of January 1, 1987:


         "4.2     Amount of Loans

                  The principal amount of any loan made to a Participant, when
         added to the outstanding balance (including accrued but unpaid
         interest) of any prior loans made to the Participant from all qualified
         plans maintained by the Employer or any Related Company, shall not
         exceed the lesser of:

                  (i)      $50,000, reduced by the excess (if any) of:

                           (A)      the highest outstanding balance during the
                                    one-year period ending immediately preceding
                                    the date of the loan, over


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                           (B)      the outstanding balance on the date of the
                                    loan, of all such loans from all such plans;
                                    or

                  (ii)     50 percent of the Participant's nonforfeitable
                           interest in his Employer Contribution Account as of
                           the date of the loan."

                  11.      By substituting the following for Section 4.3(a) of
the Plan, effective as of January 1, 1987:


                  "(a)     Each loan shall be secured by a pledge to the Trustee
                           of a portion of the Participant's Employer
                           Contribution Account balance under the Plan. As of
                           any loan date, no more than 50 percent of the portion
                           of the Participant's Employer Contribution Account
                           balance may be pledged as security for that loan and
                           any prior loan made by the Participant that remains
                           outstanding under the Plan on the date of the loan."

                  12.      By adding the following paragraph (f) to Section 4.3
of the Plan immediately after paragraph (e) thereof, effective as of
January 1, 1987:

                  "(f)     Each loan shall be evidenced by a note in a form
                           furnished by the Committee and shall bear interest at
                           the rate that is in effect on the date of the loan.
                           The interest rate for loans shall be determined by
                           the Committee no less frequently than quarterly based
                           on appropriate factors in accordance with Department
                           of Labor regulations."

                  13.      By adding the following proviso at the end of the
first sentence of Section 4.5(a) of the Plan, effective as of January 1, 1989:

                           "provided, that the amount of any such withdrawal
                           from his Employer Contribution Account may not


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                           exceed the sum of the previously contributed Salary
                           Reduction Amounts then credited to such Account, plus
                           the earnings thereon that were credited to such
                           Account prior to 1989."

                  14.      By adding the following sentence immediately after
the first sentence of Section 4.5(b) of the Plan, effective as of
January 1, 1989:

                           "The Committee shall require as a condition of any
                           withdrawal under this Section 4.5 the Participant's
                           written and signed representation that the immediate
                           and heavy financial need cannot reasonably be
                           relieved (without thereby increasing the amount of
                           the need) through reimbursement or compensation by
                           insurance or otherwise, by liquidation of the
                           Participant's assets, by cessation of Salary
                           Reduction Amounts under the Plan, or by other
                           distributions or nontaxable (when made) loans from
                           employee benefit plans maintained by the Employer and
                           Related Companies, or by borrowing from commercial
                           sources on reasonable commercial terms in an amount
                           sufficient to satisfy the need."

                  15.      By adding the following new Section 5.4 to the Plan
immediately after Section 5.3 thereof, effective as of January 1, 1986:


         "5.4     Investment Elections

                  The Committee shall establish such rules and procedures as it
         may deem necessary or desirable to allow Participants and their
         Beneficiaries to direct the investment of their accounts among one or
         more Investment Funds. Each investment direction shall be made in such
         manner and at such time as the Committee shall determine, and shall be
         effective only in accordance with such rules as shall be established
         from time to time by the Committee; the Committee shall direct the
         Trustee to make investments in accordance with such investment
         directions. The Trustee shall be entitled to rely upon the validity and
         accuracy of all directions received by it from the Committee."

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                  16.      By substituting the following for Section 7.4 of the
Plan, effective as of January 1, 1986:

         "7.4     Amount Available for Distribution

                  The amount available for distribution to a Participant or his
         Beneficiary shall be the balance credited to the Participant's Employer
         Contribution Account as of the latest of:

                  (a)      in the case of a Participant whose Employer
                           Contribution Account Balance exceeds $3,500 as of the
                           Valuation Date coincident with or immediately
                           following his termination of employment, the
                           Valuation Date coinciding with or immediately
                           following the date on which the Participant reaches
                           age 65, or, if the Participant (or his Beneficiary)
                           consents in writing to an earlier distribution, the
                           Valuation Date immediately following the date
                           on which such consent is received by the Committee;

                  (b)      in the case of a Participant whose Employer
                           Contribution Account Balance does not exceed
                           $3,500.00 as of the Valuation Date coincident with or
                           immediately following his termination of employment,
                           that Valuation Date, or, if the Participant (or his
                           Beneficiary) so elects, the last day of the Plan Year
                           in which his termination of employment occurs."

                  17.      By substituting the following for Section 7.5(b) of
the Plan, effective as of January 1, 1989:

                  "(b)     Payments to Plan Participants shall be made or
                           commence no later than the April 1st following the
                           Plan Year in which the Participant attains age
                           70-1/2, except to the extent that Section 401(a)(9)
                           of the Internal Revenue Code and related transitional
                           rules permit the benefits of Participants who
                           attained age 70-1/2 prior to January 1, 1989 to
                           commence at a

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                           later date; provided, that a Participant who is still
                           an Employee as of the date on which payment is to be
                           made or commence pursuant to this paragraph (b) shall
                           receive a lump sum payment of the then net credit
                           balances in his accounts under the Plan.
                           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."

                  18.      By adding the following new Section 7.8 to the Plan
immediately after Section 7.7 thereof, effective as of January 1, 1993:

         "7.8     Direct Rollover of Eligible Rollover Distributions

                  (a)      Purpose.  This Section 7.8 applies to distributions
                           -------
                           made on or after January 1, 1993.  Notwithstanding
                           any provision of the Plan to the contrary that would
                           otherwise limit a distributee's election under this
                           Section 7.8, a distributee may elect, at the time and
                           in the manner prescribed by the Committee, to have
                           any portion of an eligible rollover distribution paid
                           directly to an eligible retirement plan specified by
                           the distributee in a direct rollover.

                  (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

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                           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; and the portion of any
                           distribution that is not includible in gross income.

                  (c)      Definition of Eligible Retirement Plan.  An eligible
                           --------------------------------------
                           retirement plan is an individual retirement account
                           described in Section 408(a) of the Internal Revenue
                           Code, an individual retirement annuity described in
                           Section 408(b) of the Internal Revenue Code, an
                           annuity plan described in Section 403(a) of the
                           Internal Revenue Code, or a qualified trust described
                           in Section 401(a) of the Internal Revenue Code, that
                           accepts the distributee's eligible rollover
                           distribution.  However, in the case of an eligible
                           rollover distribution to the surviving spouse, an
                           eligible retirement plan is an individual retirement
                           account or individual retirement annuity.

                  (d)      Definition of Distributee. A distributee includes an
                           -------------------------
                           Employee or former Employee. In addition, the
                           Employee's or former Employee's surviving spouse and
                           the Employee's or former Employee's spouse or former
                           spouse who is the alternate payee under a qualified
                           domestic relations order, as defined in Section
                           414(p) of the Internal Revenue Code, are distributees
                           with regard to the interest of the spouse or former
                           spouse.

                  (e)      Definition of Direct Rollover.  A direct rollover is
                           -----------------------------
                           a payment by the Plan to the eligible retirement plan
                           specified by the distributee."

                  19.      By substituting the following for Section 9.1(b) of
the Plan, effective as of January 1, 1987:

                  "(b)     For the purposes of this Section, the term
                           'additions' means the sum of: (1) the Participant's
                           share of

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                           Employer contributions (including forfeitures, if
                           any), and (ii) any Employee contributions (other than
                           qualified rollover contributions or transferred
                           amounts). The 'addition' for any Plan Year beginning
                           before January 1, 1987, shall not be recomputed to
                           treat any Employee contributions as an 'addition.'"

                  20.      By substituting the word "three" for the word "five"
where it appears in Section 10.1(b) of the Plan, effective as of
January 1, 1989.

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