EXHIBIT 4.6



                                 FIRST AMENDMENT
                                 ---------------
                                       OF
                                       --
              TRIBUNE COMPANY DEFINED CONTRIBUTION RETIREMENT PLAN
              ----------------------------------------------------

             (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 authority
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 in the following particulars:

                  1.       By substituting the following for Section 7.6 of the
Plan, effective January 1, 1998:

         "7.6     Payment of Benefits

                  When a Participant or his Beneficiary becomes entitled to a
         distribution pursuant to Section 7.2, 7.3 or 7.4, the amount available
         for distribution shall be paid to the Participant or his Beneficiary,
         as the case may be, in a lump sum; provided, however, if a
         Participant's vested account balance at the time of distribution (or
         any prior distribution) exceeds $5,000, distribution shall not be made
         to the Participant before he attains age 65 unless he consents
         thereto."

<page>


                  2.       By substituting "$5,000" for "$3,500" where the
latter appears in Section 7.7 of the Plan, effective January 1, 1998.


                  3.       By adding to the Plan the Contribution Schedule No. 2
attached hereto, effective as of May 15, 1995.


                  4.       By adding to the Plan the Contribution Schedule No. 3
attached hereto, effective as of January 1, 1996.

                  5.       By adding to the Plan the Contribution Schedule No. 4
attached hereto, effective as of July 1, 1996.

                  6.       By adding to the Plan the Contribution Schedule No. 5
attached hereto, effective as of January 1, 1996.

                  7.       By adding to the Plan the Contribution Schedule No. 6
attached hereto, effective as of April 1, 1995.

                  8.       By adding to the Plan the Contribution Schedule No. 7
attached hereto, effective as of July 1, 1994.

                                      -2-

<PAGE>



                           CONTRIBUTION SCHEDULE NO. 2


                  The following provisions of this Contribution Schedule shall
constitute a part of the Tribune Company Defined Contribution Retirement Plan
(the "Plan") as contemplated by Section 3.1 thereof, and shall apply to those
Participants in the Plan who are Covered Employees of the following Contributing
Employers:

Contributing Employers:
----------------------

                  Relcon, Inc.

Salary Reduction Amounts:
------------------------

                  None.

Schedule Matching Percentage (Plan Section 3.1(b)):
--------------------------------------------------

                  None.

Matched Salary Reduction Amount (Plan Section 3.1(b)):
-----------------------------------------------------

                  None.

Basic Contribution (Plan Section 3.1(c)):
----------------------------------------

                  For any calendar quarter with respect to a Covered Employee of
a Contributing Employer designated above, an amount equal to two percent (2%) of
his Compensation paid by that Contributing Employer during that calendar
quarter.

General:
-------

                  The terms used in this Contribution Schedule which are defined
in the Plan shall have the same meanings assigned to them for purposes in the
Plan.

                  The provisions of this Contribution Schedule shall be
effective as of May 15, 1995.

                                      -3-

<PAGE>



                           CONTRIBUTION SCHEDULE NO. 3


                  The following provisions of this Contribution Schedule shall
constitute a part of the Tribune Company Defined Contribution Retirement Plan
(the "Plan") as contemplated by Section 3.1 thereof, and shall apply to those
Participants in the Plan who are Covered Employees of the following Contributing
Employers:

Contributing Employers:
----------------------

                  KHTV, Inc.


Schedule Matching Percentage (Plan Section 3.1(b)):
--------------------------------------------------

                  Twenty-five percent (25%).


Matched Salary Reduction Amount (Plan Section 3.1(b)):
-----------------------------------------------------

                  For any calendar month with respect to a Covered Employee of a
Contributing Employer designated above, that portion of his Salary Reduction
Amount for that calendar month which is based on his Compensation from that
Contributing Employer and which does not exceed four percent (4%) of his
Compensation paid by that Contributing Employer during that calendar month.

Basic Contribution (Plan Section 3.1(c)):
----------------------------------------

                  For any calendar quarter with respect to a Covered Employee of
a Contributing Employer designated above, an amount equal to four percent (4%)
of his Compensation paid by that Contributing Employer during that calendar
quarter.

General:
-------

                  The terms used in this Contribution Schedule which are defined
in the Plan shall have the same meanings assigned to them for purposes in the
Plan.

                  The provisions of this Contribution Schedule shall be
effective as of January 1, 1996.


                                      -4-

<PAGE>



                           CONTRIBUTION SCHEDULE NO. 4


                  The following provisions of this Contribution Schedule shall
constitute a part of the Tribune Company Defined Contribution Retirement Plan
(the "Plan") as contemplated by Section 3.1 thereof, and shall apply to those
Participants in the Plan who are Covered Employees of the following Contributing
Employers:

Contributing Employers:
----------------------

                  KSWB Inc.


Schedule Matching Percentage (Plan Section 3.1(b)):
--------------------------------------------------

                  Twenty-five percent (25%).


Matched Salary Reduction Amount (Plan Section 3.1(b)):
-----------------------------------------------------

                  For any calendar month with respect to a Covered Employee of a
Contributing Employer designated above, that portion of his Salary Reduction
Amount for that calendar month which is based on his Compensation from that
Contributing Employer and which does not exceed four percent (4%) of his
Compensation paid by that Contributing Employer during that calendar month.

Basic Contribution (Plan Section 3.1(c)):
----------------------------------------

                  For any calendar quarter with respect to a Covered Employee of
a Contributing Employer designated above, an amount equal to four percent (4%)
of his Compensation paid by that Contributing Employer during that calendar
quarter.

General:
-------

                  The terms used in this Contribution Schedule which are defined
in the Plan shall have the same meanings assigned to them for purposes in the
Plan.

                  The provisions of this Contribution Schedule shall be
effective as of July 1, 1996 with respect to Matching Contributions and April 1,
1997 with respect to Basic Contributions.


                                      -5-

<PAGE>



                           CONTRIBUTION SCHEDULE NO. 5


                  The following provisions of this Contribution Schedule shall
constitute a part of the Tribune Company Defined Contribution Retirement Plan
(the "Plan") as contemplated by Section 3.1 thereof, and shall apply to those
Participants in the Plan who are Covered Employees of the following Contributing
Employers:

Contributing Employers:
----------------------

                  WPIX Inc.


Eligible Employees:
------------------

                  This Contribution Schedule shall apply to each Employee of
WPIX Inc. who would otherwise be an Eligible Employee in accordance with the
provisions of Section 1.1(l) of the Plan and whose terms and conditions of
employment are covered by a collective bargaining agreement between WPIX Inc.
and the International Brotherhood of Electrical Workers Local #1212 that calls
for participation in this Plan.

Schedule Matching Percentage (Plan Section 3.1(b)):
--------------------------------------------------

                  None.


Matched Salary Reduction Amount (Plan Section 3.1(b)):
-----------------------------------------------------

                  None.


Basic Contribution (Plan Section 3.1(c)):
----------------------------------------

                  None.


General:
-------

                  The terms used in this Contribution Schedule which are defined
in the Plan shall have the same meanings assigned to them for purposes in the
Plan.

                  The provisions of this Contribution Schedule shall be
effective as of January 1, 1996.


                                      -6-

<PAGE>



                           CONTRIBUTION SCHEDULE NO. 6


                  The following provisions of this Contribution Schedule shall
constitute a part of the Tribune Company Defined Contribution Retirement Plan
(the "Plan") as contemplated by Section 3.1 thereof, and shall apply to those
Participants in the Plan who are Covered Employees of the following Contributing
Employers:

Contributing Employers:
----------------------

                  WPIX Inc.


Eligible Employees:
------------------

                  This Contribution Schedule shall apply to each Employee of
WPIX Inc. who would otherwise be an Eligible Employee in accordance with Section
1.1(l) of the Plan and whose terms and conditions of employment are governed by
a collective bargaining agreement between WPIX Inc. and the Newspaper Guild that
calls for participation in this Plan.

Schedule Matching Percentage (Plan Section 3.1(b)):
--------------------------------------------------

                  None.


Matched Salary Reduction Amount (Plan Section 3.1(b)):
-----------------------------------------------------

                  None.


Basic Contribution (Plan Section 3.1(c)):
----------------------------------------

                  None.


General:
-------

                  The terms used in this Contribution Schedule which are defined
in the Plan shall have the same meanings assigned to them for purposes in the
Plan.

                  The provisions of this Contribution Schedule shall be
effective as of April 1, 1995.


                                      -7-

<PAGE>



                           CONTRIBUTION SCHEDULE NO. 7


                  The following provisions of this Contribution Schedule shall
constitute a part of the Tribune Company Defined Contribution Retirement Plan
(the "Plan") as contemplated by Section 3.1 thereof, and shall apply to those
Participants in the Plan who are Covered Employees of the following Contributing
Employers:

Contributing Employers:
----------------------

                  WLVI, Inc.


Eligible Employees:
------------------

                  This Contribution Schedule shall apply to each Employee of
WLVI, Inc. who would otherwise be an Eligible Employee in accordance with
Section 1.1(l) of the Plan and whose terms and conditions of employment are
governed by a collective bargaining agreement between WLVI, Inc . and the
International Brotherhood of Electrical Workers Local #1228 that calls for
participation in this Plan.

Schedule Matching Percentage (Plan Section 3.1(b)):
--------------------------------------------------

                  None.


Matched Salary Reduction Amount (Plan Section 3.1(b)):
-----------------------------------------------------

                  None.


Basic Contribution (Plan Section 3.1(c)):
----------------------------------------

                  For any calendar quarter with respect to a Covered Employee of
a Contributing Employer designated above, an amount equal to the following
percent of his Compensation paid by that Contributing Employer during that
calendar quarter:

                           2% effective July 1, 1994
                           3% effective January 1, 1996


General:
-------

                  The terms used in this Contribution Schedule which are defined
in the Plan shall have the same meanings assigned to them for purposes in the
Plan.

                  The provisions of this Contribution Schedule shall be
effective as of July 1, 1994.


                                      -8-