UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                (AMENDMENT NO. 1)

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 25, 2005       COMMISSION FILE NUMBER 1-7553

                              KNIGHT-RIDDER, INC.
            ---------------------------------------------------------
             (Exact name of registrant as specified in its charter)

              FLORIDA                                  38-0723657
  ---------------------------------       --------------------------------------
   (State or other jurisdiction of         (I.R.S. Employer Identification No.)
    incorporation or organization)

    50 WEST SAN FERNANDO STREET
            SUITE 1500
           SAN JOSE, CA                                    95113
----------------------------------------                   -----
(Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code: (408) 938-7700

Securities registered pursuant to Section 12(b) of the Act:

        TITLE OF EACH CLASS           NAME OF EACH EXCHANGE ON WHICH REGISTERED
        -------------------           -----------------------------------------
COMMON STOCK, $0.02 1/12 PAR VALUE            NEW YORK STOCK EXCHANGE
  PREFERRED SHARE PURCHASE RIGHTS

     Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act.):
Yes  [   ] No  [ X ]

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
Yes  [ X ] No  [   ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not be contained,  to the best of registrant's knowledge, in definitive proxy or
information  statements  incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated  filer, or a  non-accelerated  filer. See definition of "accelerated
filer" in Rule 12b-2 of the Exchange Act.

   Large accelerated filer [ X ] Accelerated Filer [ ]Non-accelerated filer [ ]

The aggregate  market value of voting stock,  which consists solely of shares of
common stock held by  non-affiliates of the registrant,  was approximately  $3.6
billion as of June 24, 2005  (computed  by  reference  to the  closing  price as
reported by the New York Stock Exchange).

The registrant  had 67,690,269  shares of common stock (par value $0.02 1/12 per
share), net of treasury stock, issued and outstanding as of March 31, 2006.

                                       1

<PAGE>

                                EXPLANATORY NOTE

     This amendment on Form 10-K/A (Amendment No. 1) amends our annual report on
Form 10-K for the  fiscal  year  ended  December  25,  2005,  as filed  with the
Securities  and  Exchange  Commission  on March 9, 2005,  and is being  filed to
include  the  information  required  by Part III of Form 10-K.  The  information
required  by  Items  10-14  of Part  III are no  longer  being  incorporated  by
reference to our Proxy Statement. This amendment is not intended to update other
information presented in this annual report as originally filed.

                                       2

<PAGE>

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The following  tables include certain  information  regarding the Company's
directors and executive officers.  Unless otherwise  indicated,  the age of each
director and executive officer listed below is as of April 14, 2006. Each of the
directors  serves a  three-year  term,  with the terms for  Messrs.  Mc Cray and
Oshman and Ms. Mitchell expiring in 2006, Ms. Feldstein and Messrs.  Gerrity and
Valdes-Fauli  expiring in 2007, and Messrs.  Ernst,  Prabhu,  Ridder and Warnock
expiring  in 2008.  The  Board  has  determined  that  each  member of the Audit
Committee is  "independent"  and  "financially  literate" in accordance with the
listing   standards  of  the  NYSE,   and,  in  accordance  with  SEC  and  NYSE
requirements,  meets  additional  independence  standards  applicable  to  audit
committee members. In addition,  the Board has determined that Messrs. Ernst and
Prabhu are "audit  committee  financial  experts" as defined under by SEC rules.
There are no family relationships among our directors or executive officers.

DIRECTORS

NAME            AGE        RECENT POSITIONS HELD AS OF APRIL 14, 2006

P. Anthony       65        Mr.  Ridder  has been  Chairman  of the  Management
Ridder                     Committee  and  Chairman  and CEO of Knight  Ridder
                           since  1995.  He served as  President  from 1989 to
                           1995 and president of the  Newspaper  Division from
                           1986 to  1995.  He was  Publisher  of the San  Jose
                           Mercury News from 1977 to 1986.  Mr.  Ridder is the
                           Chair of the  Executive  Committee of the Board and
                           a member of the Environmental Affairs Committee.

Mark A. Ernst    47        Mr.  Ernst has served as a director  of the Company
                           since   2004   and  is  a  member   of  the   Audit
                           Committee.  Mr.  Ernst  served as  Chairman  of the
                           Board of Directors  of H&R Block,  Inc., a provider
                           of   tax   preparation,   mortgage   services   and
                           financial products and services,  since 2002, Chief
                           Executive  Officer  since  2001,   President  since
                           1999,  Chief Operating  Officer from September 1998
                           through  December 2000 and Executive Vice President
                           from September 1998 until September 1999.  Prior to
                           joining  H&R  Block,  Inc.  Mr.  Ernst  served as a
                           senior  executive  with American  Express  Company.
                           Mr.  Ernst is a  director  of Great  Plains  Energy
                           Incorporated   and  a  member   of  the   board  of
                           directors of numerous civic organizations.

Kathleen Foley   65        Ms.  Feldstein  has  served  as a  director  of the
Feldstein                  Company since 1998, is the Chair of the  Nominating
                           and Corporate  Governance Committee and is a member
                           of the Audit  Committee.  Ms.  Feldstein has served
                           as President of Economics Studies,  Inc., a private
                           consulting  firm,  since  1987.  She  serves  as  a
                           director of  BellSouth  Corporation  and  BlackRock
                           Closed End Mutual  Funds.  She is also a Trustee of
                           the Committee for Economic Development,  the Museum
                           of Fine Arts, Boston and McLean Hospital.

Thomas P.        64        Mr.  Gerrity  has  served  as  a  director  of  the
Gerrity                    Company   since   1998  and  is  a  member  of  the
                           Nominating  and  Corporate  Governance   Committee.
                           Mr.  Gerrity has served as Professor of  Management
                           at  the  Wharton   School  of  the   University  of
                           Pennsylvania  since  1990 and  served  as Dean from
                           1990 to 1999.  Mr.  Gerrity serves as a director of
                           CVS  Corporation,   Fannie  Mae,  Sunoco,  Hercules
                           Incorporated and Internet Capital Group, Inc.

Ronald D.        48        Mr.  Mc Cray  has  served  as  a  director  of  the
Mc Cray                    Company    since   2003  and   is   a   member   of
                           the   Nominating   and     Corporate     Governance
                           Committee     and   the    Environmental    Affairs
                           Committee. Mr. Mc Cray has served as Senior    Vice
                           President   -   Law   and  Government  Affairs   of
                           Kimberly-Clark  Corporation,  a  global  health and
                           hygiene  company  which  produces  tissue, personal
                           care  and  health  care  products, since  2003.  He
                           is   responsible   for  global   strategic,   legal
                           management,  corporate   governance  and   internal
                           audit  matters.  Mr.  Mc Cray  has held  a  variety
                           of   positions   with  Kimberly-Clark  since  1987,
                           including Vice President/Associate  General Counsel
                           and  Secretary from  2001  to 2003, Vice President/
                           Chief Counsel and Secretary from 1999 to 2001, Vice
                           President  and  Chief Counsel (Latin  American  and
                           Neenah Operations) from 1996 to 2001.  He is also a
                           member of the Council on Foreign Relations.

                                       3

<PAGE>

Patricia         63        Ms.  Mitchell  has  served  as a  director  of  the
Mitchell                   Company   since   2002,   is  the   Chair   of  the
                           Environmental  Affairs  Committee  and is a  member
                           of  the  Compensation  Committee.  Ms. Mitchell has
                           served   as  the   President  and  Chief  Executive
                           Officer of the Museum of Television and Radio since
                           March 2006, and previously served  as the President
                           and   Chief   Executive  Officer   of  the   Public
                           Broadcasting  Service  from 2000 to 2006.  Prior to
                           that she served  as  President of  CNN  Productions
                           and  Time Inc. Television  at Time Warner from 1992
                           to 2000.  Ms. Mitchell serves as a director of Bank
                           of America Corporation and is a member of the Board
                           of  Trustees  of  the  Sundance  Institute and  the
                           Women's  Leadership Advisory Council of the Kennedy
                           School of Government.

M. Kenneth       65        Mr.  Oshman has served as a director of the Company
Oshman                     since  1996, is  the  Chair  of  the   Compensation
                           Committee and   is a member of the  Nominating  and
                           Corporate Governance  Committee  and  the Executive
                           Committee.  Since  1989, Mr.  Oshman has  served as
                           Chairman  and  Chief Executive  Office  of  Echelon
                           Corporation,   a    networking   company  providing
                           hardware   and   software   products   that  enable
                           everyday  devices to  connect to each other and the
                           Internet.  Mr. Oshman  co-founded Rolm  Corporation
                           in  1969  and served  as Chief  Executive  Officer,
                           President  and  Director until Rolm's  merger  with
                           IBM in 1984.  From 1984 to 1986, Mr. Oshman  served
                           as a vice president  of IBM.  He is also a director
                           of Sun Microsystems, Inc.

Vasant Prabhu    46        Mr.  Prabhu has served as a director of the Company
                           since  2003 and is a member of the Audit  Committee
                           and the  Compensation  Committee.  Mr.  Prabhu  has
                           served  as  Executive   Vice  President  and  Chief
                           Financial  Officer  of  Starwood  Hotels &  Resorts
                           Worldwide,  Inc.,  a  hotel  and  leisure  company,
                           since January 2004.  Previously,  Mr. Prabhu served
                           as   Executive   Vice   President/Chief   Financial
                           Officer and  President/E-Commerce  of Safeway, Inc.
                           from     2000      through      December      2003,
                           President/Information    and    Media    Group   at
                           McGraw-Hill  Companies  from  1998 to 2000,  and in
                           various  finance  roles at PepsiCo,  Inc. from 1992
                           to 1998.

Gonzalo F.       59        Mr.  Valdes-Fauli  has served as a director  of the
Valdes-Fauli               Company  since  1992,  is the  Chair  of the  Audit
                           Committee  and  is a  member  of  the  Compensation
                           Committee.    Mr.   Valdes-Fauli   is   a   retired
                           Vice-Chairman of Barclays  Capital,  the investment
                           banking   division   of  Barclays   Bank,   London,
                           England.  Mr.  Valdes-Fauli  served  as a member of
                           the management  committee of Barclays  Capital from
                           1988 to  2001.  He was  Group  Chief  Executive  of
                           Barclays  Bank Latin  America from 1988 to 2001. He
                           is  a  director  of  Blue   Cross/Blue   Shield  of
                           Florida,  director  of  Gildan  Activewear,   Inc.,
                           Chairman  of the Board of  Directors  of  Broadspan
                           Capital,   LLC  and  Chairman  of  Banco  Republic,
                           Dominican  Republic.  Mr. Valdes-Fauli is a Trustee
                           of the University of Miami.

John E. Warnock  65        Mr.  Warnock  has  served  as  a  director  of  the
                           Company   since   2001  and  is  a  member  of  the
                           Nominating and Corporate  Governance  Committee and
                           the Environmental  Affairs  Committee.  Mr. Warnock
                           is a founder of Adobe  Systems,  Inc.,  a developer
                           of software solutions for network  publishing,  and
                           has  served  as  Chairman  from 1989 to 1997 and as
                           Co-Chairman  since  1997.  Mr.  Warnock  served  as
                           Chief  Executive  Officer  of Adobe  Systems,  Inc.
                           from   1982   through   December   2000  and  Chief
                           Technical  Officer  from  December  2000  to  March
                           2001.  Mr.  Warnock  is a director  of Salon  Media
                           Group,  Inc.  and a member of the Board of Trustees
                           of  the   American   Film   Institute   and  Folger
                           Shakespeare Library.

                                       4

<PAGE>

EXECUTIVE OFFICERS

NAME            AGE        RECENT POSITIONS HELD AS OF APRIL 14, 2006

Marshall         57        Mr.   Anstandig   joined   us  in   1998   as  Vice
Anstandig                  President/Senior  Labor and Employment  Counsel. He
                           previously  served as a partner  in the law firm of
                           Brown & Bain, P.A. from 1996 to 1998.

Art Brisbane     55        Mr.  Brisbane   has  served  as  our  Senior   Vice
                           President   since   January  2005.   He  previously
                           served  as   Publisher  of  The  Kansas  City  Star
                           from 1997 to 2004 and Editor from 1992 to 1997.

Mary Jean        53        Ms.   Connors   has  served  as  our  Senior   Vice
Connors                    President  since  2003.  She  previously  served as
                           Senior Vice President/Human  Resources from 1996 to
                           2003.  Before  that,  she was Vice  President/Human
                           Resources from 1989 to 1996

Arden Dickey     52        Mr.    Dickey    has    served    as    our    Vice
                           President/Circulation  and  Regional  Call  Centers
                           since 2002. He previously  served as Assistant Vice
                           President/Circulation  and  Regional  Call  Centers
                           from  2000 to 2002 and  Vice  President/Circulation
                           of The Miami  Herald/El  Nuevo  Herald from 1992 to
                           2000.

Gary R. Effren   50        Mr.    Effren    has    served    as    our    Vice
                           President/Finance  since January 2005.  Previously,
                           Mr. Effren served as Senior Vice  President/Finance
                           and Chief Financial  Officer from 2001 to 2004, and
                           Vice President/Controller from 1995 to 2001.

Paula Lynn       51        Ms.  Ellis  joined  us in  December  2004  as  Vice
Ellis                      President/Operations.   She  previously  served  as
                           Publisher  of The  (Myrtle  Beach,  S.C.)  Sun News
                           from 1997 to 2004.

Carole Leigh     49        Ms.  Hutton  joined  us in  September  2005 as Vice
Hutton                     President/News.  She previously served as Publisher
                           and  Editor  of the Detroit Free Press from 2004 to
                           2005;  as  Executive  Editor from 2002 to 2003; and
                           as Managing Editor from 1996 to 2002.

Polk Laffoon IV  60        Mr. Laffoon  has  served  as  our  Vice  President/
                           Corporate    Relations  since  1994  and  Corporate
                           Secretary since 1999.

Tally C. Liu     55        Mr.  Liu became  our Vice President/Internal  Audit
                           in   2002.   He   previously   served   as   Senior
                           Vice  President/Finance  and  Operations  of Knight
                           Ridder Digital, the  Company's Internet  operation,
                           from 2000 to 2002 and Vice President/Finance of the
                           Company from 1990 to 2000.

Sharon Mandell   42        Ms. Mandell joined us as Vice  President/Technology
                           in 2004. She previously  served as Chief Technology
                           Officer  of  Knight  Ridder  Digital  from  2002 to
                           2004,  Vice  President  of  Technology  of  Tribune
                           Publishing  from  2001 to 2002 and  Vice  President
                           and   Chief    Technology    Officer   of   Tribune
                           Interactive from 1999 to 2001.

Larry D.         52        Mr.  Marbert  has  served  as  our Vice  President/
Marbert                    Production and Facilities since 1998.

John McKeon      49        Mr.  McKeon  joined  us in  October  2005  as  Vice
                           President/Marketing.   He   previously   served  as
                           Executive  Vice  President and General  Manager for
                           Newsday   from   2004   to   2005;    Senior   Vice
                           President/General  Manager of Sun Sentinel  Company
                           from   2002   to   2004;   and   as   Senior   Vice
                           President/Advertising,  Los Angeles Times from 1998
                           to 2001.

Larry Olmstead   48        Mr.    Olmstead    has   served   as    our    Vice
                           President/Staff  Development  and  Diversity  since
                           2002.  He  previously  served   as  Assistant  Vice
                           President/News  of  Knight Ridder from 2001 to 2002
                           and Managing  Editor of The  Miami Herald from 1996
                           to 2001.

Steven B. Rossi  56        Mr.  Rossi   has   served   as  our   Senior   Vice
                           President   and   Chief  Financial   Officer  since


                                       5

<PAGE>

                           January 2005.   He previously served as  President/
                           Newspaper  Division   from   2001  to  2004, Senior
                           Vice  President/Operations  from  1998  to 2001 and
                           Executive  Vice  President  and General  Manager of
                           Philadelphia Newspapers from 1992 to 1998.

Hilary           45        Ms.   Schneider  has  served  as  our  Senior  Vice
Schneider                  President   since  January  2005.   She  previously
                           served  as  Vice  President  of  Knight  Ridder and
                           President and  Chief  Executive  Officer  of Knight
                           Ridder  Digital, the Company's Internet operations,
                           since  2002. Served as  Chief  Executive Officer of
                           Red   Herring  Communications  from  2000  to 2002,
                           President  and  Chief  Executive  Officer  of Times
                           Mirror  Interactive  from  1999 to 2000 and General
                           Manager of  The  Baltimore Sun Company from 1998 to
                           1999.


Karen            55        Ms.     Stevenson     has    been    Chief    Legal
Stevenson                  Officer/Assistant  to the  Chairman  and CEO  since
                           February  2006.   She   previously   was  Executive
                           Director  of  Legal  Aid  of  Napa Valley from 2005
                           to  2006  and  a  member  of  the  board  of   East
                           Bay Community  Foundation since 2001. She served as
                           our  Vice  President/General  Counsel  from 1998 to
                           November 2000.

Byron Traynor    48        Mr.   Traynor    has    served    as    our    Vice
                           President/Shared    Services    since    2002.   He
                           was  previously  a   partner  at  Andersen Business
                           Consulting from 1996 to 2002.

Alice Wang       37        Ms.     Wang    has     served    as    our    Vice
                           President/Corporate   Development   and   Treasurer
                           since   January   2005.    She   served   as   Vice
                           President/Corporate  Development from 2003 to 2005.
                           She was previously  employed by Credit Suisse First
                           Boston   Corporation   as   Director/   Media   and
                           Telecommunications   Group   in   2002   and   Vice
                           President from 1999 to 2001.

Gordon Yamate    50        Mr.  Yamate  has served as our Vice  President  and
                           General  Counsel since 2000.  He previously  served
                           as Vice  President,  General  Counsel and Corporate
                           Secretary  of  Liberate  Technologies  from 1999 to
                           2000  and  was  a  partner   in  the  law  firm  of
                           McCutchen,  Doyle,  Brown &  Enersen  from  1988 to
                           1999.


We have  adopted a written  code of ethics  that  applies to all  employees  and
directors,  including  our  principal  executive  officer,  principal  financial
officer,  principal  accounting  officer or  controller,  or persons  performing
similar functions. This code of ethics is available free of charge and is posted
on our website,  WWW.KRI.COM,  on the  "Corporate  Governance"  page,  under the
Investor  Information  section.  Any  amendments to, or waivers of, this code of
ethics will be  disclosed  on our website  promptly  following  the date of such
amendment or waiver.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     The  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange  Act")
requires  that the  Company's  directors,  executive  officers  and  persons who
beneficially  own more than 10% of the Company's  common stock (i.e.,  insiders)
file reports of  ownership  and changes in  ownership  of the  Company's  equity
securities with the SEC and the New York Stock Exchange ("NYSE") and furnish the
Company  with copies of such  reports.  Based  solely on its review of copies of
these reports,  the Company  believes that during 2005 all directors,  executive
officers and persons who  beneficially own more than 10% of the Company's common
stock  filed  on a  timely  basis  all  reports  required  of  them  with  these
exceptions:  Hilary Schneider,  Senior Vice President,  and Gary R. Effren, Vice
President/Finance, each filed one late report with respect to one transaction in
2005,  and  Carole  Leigh  Hutton  filed a late Form 3. All of these were due to
administrative  oversights and the reports were promptly filed upon discovery of
the oversight.


ITEM 11. EXECUTIVE COMPENSATION

COMPENSATION OF EXECUTIVE OFFICERS

     The  following  table sets forth  information  regarding  the  compensation
during the past three years of the Chief Executive Officer and each of the other
four most highly compensated executive officers in 2005:

                                       6

<PAGE>

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

                                                                           LONG-TERM COMPENSATION
                                                     ---------------------------------------------------------------
                                                                RESTRICTED      SECURITIES       LTIP          ALL OTHER
NAME/PRINCIPAL                       SALARY       BONUS         STOCK UNITS     UNDERLYING      PAYOUTS      COMPENSATION
POSITION(1)             YEAR           ($)         ($)             ($)(2)       OPTIONS (#)     ($)(3)          ($) (4)
--------------------------------     --------------------------------------------------------   -------------------------
<C>                     <C>          <C>          <C>           <C>             <C>             <C>          <C>

P. Anthony Ridder       2005         980,000      281,304       1,176,230       74,000          --           25,268
Chairman and CEO        2004         980,000      718,105       --              155,000         --           20,172
                        2003         972,405      455,637       --              175,000         2,219,178    19,614

Steven B. Rossi         2005         602,923      101,310       445,060         28,000          --           12,504
Senior Vice President/  2004         673,000      370,299       --              60,000          --           13,112
Chief Financial Officer 2003         645,962      216,285       --              110,000         1,370,669    10,459

Hilary Schneider        2005         593,856      101,310       445,060         28,000          --           239,654(5)
Senior Vice President   2004         432,846      498,522       --              60,000          --           11,238
                        2003         399,154      475,565       --              30,000          --           9,760

Art Brisbane            2005         592,308      101,310       445,060         28,000          --           988,484(6)
Senior Vice President   2004         400,000      218,930       --              60,000          --           8,863
                        2003         397,500      54,204        --              27,000          796,293      7,570

Mary Jean Connors       2005         580,000      97,933        445,060         28,000          --           10,296
Senior Vice President   2004         564,308      258,768       --              58,000          --           10,035
                        2003         540,577      180,944       --              65,000          1,253,183    9,715

<FN>

(1) Effective  January 1, 2005,  Mr. Rossi became Senior Vice  President/Finance
and Chief  Financial  Officer.  Previously,  Mr. Rossi  served as the  Company's
President/Newspaper  Division.  Also effective January 1, 2005, Mr. Brisbane and
Ms. Schneider became Senior Vice Presidents.  Previously,  Mr. Brisbane held the
position of President and Publisher of The Kansas City Star;  Ms.  Schneider was
President/Knight Ridder Digital and Vice President/Knight-Ridder, Inc.

(2) Amounts  represent the value of  restricted  stock units issued to the named
executive officers under the Employee Equity Incentive Plan that was approved by
shareholders on April 26, 2005. The value per share is equal to price of $63.58,
the closing  price on December 16, 2005.  The  restricted  stock units have both
performance-based  and time-based vesting criteria.  In order for the restricted
stock units to vest, Knight Ridder must meet or exceed a target operating profit
level for the fiscal year 2005.  If the  operating  profit target is met, 25% of
the award will vest;  the remainder of the award will vest in 25%  increments on
the  second,  third and fourth  anniversaries  of the date of grant.  Restricted
stock unit awards of 18,500 shares, 7,000 shares, 7,000 shares, 7,000 shares and
7,000 shares were made to Mr. Ridder, Mr. Rossi, Ms. Schneider, Mr. Brisbane and
Ms. Connors, respectively.

(3) Amounts  represent the value of shares and accrued  dividends  issued to the
named  executive  officers  in  accordance  with the  Company's  1997  Long-Term
Incentive  Plan.  The  performance  period under the  Company's  1997  Long-Term
Incentive  Plan ended on December 31, 2002.  The plan  provided that none of the
shares would vest unless the  Company's  total  shareholder  return  ("TSR") was
positive  and at least  equal to the  median TSR of the other  companies  in the
Company's  comparison  group  during the  performance  period  (January  1, 2000
through December 31, 2002). Upon  satisfaction of those  conditions,  15% of the
shares  would vest if the  Company's  TSR was equal to the peer group median and
100% of the shares would vest if the Company's TSR was at the 85th percentile of
the peer TSR or higher.  In accordance with the plan, 100% of the shares granted
to the  participants  vested  because the Company's TSR was greater than that of
all other companies in the peer group during the performance  period. In January
2003,  the  Company  issued the  vested  shares and  accrued  dividends  to plan
participants, including the named executive officers.

(4) The amounts  listed for 2005,  2004, and 2003,  respectively,  represent (i)
matching  contributions  to the named  executive  officers  under the  Company's
401(k) Plan as follows:  Mr.  Ridder,  $6,300.  $6,000,  and $5,553:  Mr. Rossi,
$6,300,  $6,150,  and $6,000;  Ms. Schneider  $6,300,  $9,225,  and $9,000,  Mr.
Brisbane, $6,300, $6,150 and $6,000; and Ms. Connors, $6,300, $6,150 and $6,000;
and (ii) the cost of life insurance on the lives of the named executive

                                       7

<PAGE>

officers in 2005, 2004, and 2003, respectively, as follows: Mr. Ridder, $18,968,
$14,172,  and $14,061;  Mr. Rossi,  $6,204,  $6,962,  and $4,459; Ms. Schneider,
$2,767,  $2,013,  and $760; Mr. Brisbane;  $6,002,  $2,713,  and $1,570; and Ms.
Connors, $3,996, $3,885, and $3,715.

(5) The amount shown for 2005 includes one-time  relocation payments of $230,587
to Ms.  Schneider  relating to costs and  reimbursements  associated with actual
moving expenses incurred in connection with relocating Ms. Schneider.

(6) The amount shown for 2005 includes one-time  relocation payments of $976,182
to Mr. Brisbane of which $400,000 was a relocation bonus, $216,399 was a related
tax reimbursement,  and $359,783 were costs and  reimbursements  associated with
actual moving expenses incurred in connection with relocating Mr. Brisbane.

</FN>
</TABLE>




     The following table sets forth information  regarding stock options granted
in 2005 to the executive officers named in the Summary Compensation Table:

                      OPTION/SAR GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
                      NUMBER OF            TOTAL
                      SECURITIES       OPTIONS/SARS
                      UNDERLYING        GRANTED TO       EXERCISE OR                      GRANT DATE
                      OPTIONS/SAR      EMPLOYEES IN      BASE PRICE      EXPIRATION     PRESENT VALUE
NAME                   GRANTED(#)     FISCAL YEAR(%)      ($/SHARE)          DATE         ($)(1)(2)
----                  -----------     --------------     -----------     ----------     -------------

<C>                    <C>                 <C>              <C>          <C>               <C>
P. Anthony Ridder      74,000              7.99%            $63.86       12/16/2015        $807,096

Steven B. Rossi        28,000              3.02%            $63.86       12/16/2015        $305,388

Hilary Schneider       28,000              3.02%            $63.86       12/16/2015        $305,388

Art Brisbane           28,000              3.02%            $63.86       12/16/2015        $305,388

Mary Jean Connors      28,000              3.02%            $63.86       12/16/2015        $305,388


<FN>
-----------------------
(1)  The "grant date  present  value" shown is a  hypothetical  value based upon
     application of the Black-Sholes model. This model often is used to estimate
     the market value of transferrable  options by calculating the probability -
     based on the volatility of the stock subject to the option - that the stock
     price will exceed the option  exercise price at the end of the option term.
     The assumptions used in calculating the  Black-Sholes  value of the options
     were:  expected  volatility of 0.1767;  risk-free  rate of return of 4.36%;
     dividend  yield of 2.239%;  and vest over a four year  period  from date of
     grant. Based on this model, the calculated value of each option on December
     13, 2004 was $10.9067 per share underlying each option.

 (2) The  stock  options  are  not  transferable.   The  Black-Scholes  estimate
     notwithstanding, an option granted under the Employee Equity Incentive Plan
     will have value only if and to the extent the optionee exercises the option
     at a time when the market price of the Company's  common stock is above the
     market price on the date the option was granted.

</FN>
</TABLE>
                                       8

<PAGE>

     The following table sets forth information  regarding Company stock options
exercised in 2005 by the executive  officers  named in the Summary  Compensation
Table, as well as the number of unexercised  options held by each of them at the
end of the 2005:

               AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                      AND FISCAL YEAR-END OPTION/SAR VALUES

<TABLE>
<CAPTION>

                                          NUMBER OF SECURITIES UNDERLYING         VALUE OF UNEXERCISED
                                               UNEXERCISED OPTIONS/            IN-THE-MONEY OPTIONS/SARS
                                           SARS AT FISCAL YEAR-END(#)($)          AT FISCAL YEAR-END(1)
                                          -------------------------------    -----------------------------
                SHARES          VALUE
              ACQUIRED ON     REALIZED
NAME          EXERCISE(#)        ($)       EXERCISABLE     UNEXERCISABLE     EXERCISABLE     UNEXERCISABLE
----          -----------     --------     -----------     -------------     -----------     -------------
<C>           <C>            <C>             <C>               <C>             <C>                  <C>

P.            80,000         $1,246,525      873,334           235,666         $3,503,530           0
Anthony
Ridder
Steven        3,000          $85,425         462,000           104,666         $2,250,950           0
B.
Rossi
Hilary        0              0               70,000            78,000          $13,400              0
Schneider
Art           0              0               92,000            77,000          $57,645              0
Brisbane
Mary Jean     24,000         $798,732        395,668           88,332          $2,730,261           0
Connors


<FN>
-----------------------
     (1)  The amount  shown is the amount by which the market  value at year-end
          of all shares  subject to  unexercised  options  exceeded the exercise
          price of those options and is based on the average of the high and low
          trading  prices of the  Company's  common  stock on the New York Stock
          Exchange on December 23, 2005.

</FN>
</TABLE>

INCOME SECURITY AGREEMENTS

     None of our officers have employment agreements. However, certain executive
officers of the  Company and its  subsidiaries  designated  by the  Compensation
Committee of the Board, including the named executive officers,  have had income
security  agreements.  The agreements  continue through December 31 of each year
and are automatically  extended for additional three-year terms (a renewal date)
unless we notify the executive  that the agreement  will not be extended 60 days
prior to a renewal date.  The agreement  provides  that each  executive  will be
entitled to receive the  following,  if after a change in control (as defined in
the  agreements),  an executive's  employment is terminated for any reason other
than (a) death,  (b) disability,  (c) cause, or (d) resignation by the executive
for any reason other than good reason, each as defined in the agreement:

     A lump sum cash  severance  payment equal to three times the greater of (i)
     the sum of the  salary and cash bonus  payable to the  participant  for the
     last full calendar year preceding the severance  payment or (ii) the sum of
     the  participant's  annualized  salary  and  the  maximum  cash  bonus  the
     participant could have earned for the then current calendar year;

     Continued participation in the Company's group term life insurance plan and
     health plan for a period of three years  following the date of termination;
     and

     Accelerated   vesting  of  stock  issued  and  stock  options  granted,  in
     accordance with the provisions of our Employee Equity Incentive Plan, which
     provides  that the  unvested  portion of any option  will be deemed to have
     vested  and  become  fully  exercisable   immediately  prior  to  any  such
     termination.

     The agreements  also provide that if any payments made in connection with a
change in control  would be subject to excise tax imposed by Section 4999 of the
Internal Revenue Code, we will "gross up" the participant's compensation for all
taxes and any penalties and interest.


                                       9
<PAGE>

LONG-TERM INCENTIVE PLAN

     In accordance  with the Company's  Long-Term  Incentive  Plan (the "LTIP"),
participants  who were selected to  participate at the beginning of a three-year
performance period will be eligible to receive an award equal to three times 75%
of the participant's  salary as of first day of January in the first year of the
performance period. The award potential for participants added to the plan after
the commencement of the performance  period will be reduced from three times 75%
of salary on a pro rata basis to  reflect  the  number of full  calendar  months
remaining  in  the   performance   period.   The  salary  used  for  later-added
participants  will be the annual rate of salary in effect for the participant as
of the first day of the month in which  the award is made.  The  maximum  amount
payable under the LTIP to a participant  is $5 million.  Plan  participants  may
elect to defer any portion of their award under the Company's  Annual  Incentive
Deferral  Plan,  as described  in more detail below under the caption  "Deferred
Compensation Plan."

     Termination  of  employment  prior to the date of  payment  of an award for
reasons  other than death,  disability  or  retirement  will result in immediate
forfeiture  of any rights to receive an award from the LTIP and  termination  of
participation in the Plan.

     In the event of a change in control of the Company (as defined in the plan)
during a performance period, the performance period will immediately end and all
awards, if any, will be calculated based on the abbreviated  performance  period
and paid to participants.

     All of the named executive officers participated in the plan and in January
2006 received an award equal to three times 75% of their respective  salaries in
effect on January 1, 2003.


DEFERRED COMPENSATION PLAN

     We sponsor a non-qualified unfunded Annual Incentive Deferral Plan designed
to allow  eligible  participants  to defer payment of certain  elements of their
compensation  until a future date.  Only certain members of management and other
highly compensated  employees of the Company and participating  subsidiaries are
eligible to  participate in the plan.  The  Compensation  Committee of the Board
administers the plan.  Participants may elect to defer up to 100% of base salary
and annual bonus.  Amounts  deferred under the plan are credited or charged with
the performance of the investment options offered under the plan and selected by
participants.  Participants may elect to receive  distributions as a lump sum or
in up to ten substantially equal annual installments at retirement or earlier as
provided  in the plan.  In the event of a change of  control,  as defined in the
plan, participants will receive a lump sum distribution.

     Each of the named executive  officers  participates in the Annual Incentive
Deferral Plan.


                                 OTHER BENEFITS




RETIREMENT PLANS

401(K) PLAN

     We sponsor a defined  contribution  retirement savings plan qualified under
section  401(k) of the  Internal  Revenue  Code (the  "401(k)  Plan").  Eligible
employees may  contribute up 75% of their earnings on a pre-tax basis and 20% on
an  after-tax  basis,   subject  to  certain   limitations.   We  make  matching
contributions for eligible  participants  which are initially invested in Knight
Ridder common stock. However,  participants may, at their option,  diversify the
investment  of the Company  match by selling the Knight Ridder common stock held
in their plan accounts and investing the proceeds in the other  investment funds
available  under  the  401(k)  plan.  In  fiscal  year  2005,  we made  matching
contributions  of $12.1  million,  which  includes  $31,500 in the aggregate for
matching  contributions to named executive officers, as further described in the
"All Other Compensation" column of the Summary Compensation Table on pages 6 and
7.

                                       10
<PAGE>

PENSION PLAN

     The  Knight  Ridder  Pension  Plan  (the  "Pension   Plan")  is  a  funded,
tax-qualified,  noncontributory defined benefit pension plan that covers certain
non-union  employees,  including each of the named executive officers.  Benefits
under the  Pension  Plan are based on an  employee's  years of  service  and the
employee's final average  earnings,  i.e.,  average earnings over the five years
for which  earnings  are the highest  during the  employee's  final ten years of
service.  Earnings  covered by the Retirement Plan include base salary and bonus
paid under an annual bonus  program.  The amount of annual  earnings that may be
considered in calculating benefits under the Pension Plan is limited by law. For
2005, the annual limit was $210,000.  Contributions  to the Retirement  Plan are
paid into a trust from which the benefits of participants are paid.

     We also sponsor an unfunded  benefit  restoration plan that provides out of
our general  assets for the  difference  between the amount that would have been
payable  under the Pension  Plan  absent  legal  limits and the amount  actually
payable under the Pension Plan. We do not have any other arrangements to pay any
significant  supplemental pension amount to a named executive officer,  although
payments  may  be  made  after   retirement  under  equity  awards  or  deferred
compensation arrangements.

     The  following  table shows,  for the final  average  earnings and years of
service  indicated,   the  estimated  annual  benefits  payable  beginning  upon
retirement at age 65 under the current  benefit formula of the Pension Plan. The
estimated  benefits are calculated based on the assumption that payments will be
made as a single-life annuity to an officer,  hired prior to January 1, 1989 and
retiring  in  2005 at age 65  with a  specified  combination  of  final  average
earnings  (salary and bonus) and years of service.  The  benefits  shown are not
subject to any reduction for Social Security or other offset amounts.

     A change in benefit formula applies to employees hired on and after January
1, 1989 and is reflected in the column for 15 years of credited service.


                      ESTIMATED ANNUAL RETIREMENT BENEFITS

                                   YEARS OF SERVICE AT AGE 65
                  ------------------------------------------------------------
FINAL
AVERAGE EARNINGS      15        20        25       30        35     40 OR MORE
----------------  -------   -------   -------   -------   -------   ----------
      125,000      24,825    39,350    44,500    49,649    52,774     55,899
      200,000      41,700    65,600    74,500    83,399    88,399     93,399
      300,000      64,200   100,600   114,500   128,399   135,899    143,399
      400,000      86,700   135,600   154,500   173,399   183,399    193,399
      500,000     109,200   170,600   194,500   218,399   230,899    243,399
      600,000     131,700   205,600   234,500   263,399   278,399    293,399
      700,000     154,200   240,600   274,500   308,399   325,899    343,399
      900,000     199,200   310,600   354,500   398,399   420,899    443,399
    1,000,000     221,700   345,600   394,500   443,399   468,399    493,399
    1,300,000     289,200   450,600   514,500   578,399   610,899    643,399
    1,600,000     356,700   555,600   634,500   713,399   753,399    793,399
    1,900,000     424,200   660,600   754,500   848,399   895,899    943,399

     As of the end of 2005, Mr. Ridder had 44 years of service with the Company;
Mr. Rossi 18 years; Mr. Brisbane 23 years; Ms. Schneider 3 years and Ms. Connors
26 years.


DIRECTOR COMPENSATION

     Director  compensation  is  established  in  accordance  with the Company's
Compensation Plan for Non-employee Directors (the "Director Plan"). Our Board of
Directors  adopted the Director Plan effective July 1, 1997.  Only  non-employee
directors are eligible to receive  awards under the Director  Plan. As described
below,  the Director  Plan  provides  that  non-employee  directors  receive the
following  compensation:  (1) an annual  retainer fee payable one half in Knight
Ridder common stock and one half in cash or stock,  at the director's  election;
(2) board and

                                       11

<PAGE>

committee meeting attendance fees; (3) an annual stock option grant; and (4) and
in certain cases, retirement benefits.

     Currently,  non-employee  directors  receive an annual retainer of $60,000.
Half of this retainer is paid in our common stock,  and a director may choose to
receive the balance in cash or stock.  The annual  retainer fee is paid in equal
quarterly  installments.  Employee directors do not receive any compensation for
serving as a member of our Board of Directors.

     Non-employee  directors  receive a fee of $1,500 for each Board meeting and
meeting of shareholders  and $1,000 for each committee  meeting  attended except
for Audit Committee  members who receive $1,500 per meeting.  Each  non-employee
director  who chairs a  committee  receives  the  following  annual  fee:  Audit
Committee  $10,000;  Compensation  Committee  $8,000;  Nominating  and Corporate
Governance  Committee $8,000;  and Environmental  Affairs Committee $5,000.  The
Company also  reimburses  directors  for travel and other  expenses  incurred in
attending meetings.

     Each December,  each non-employee director is granted an option to purchase
5,000  shares of the  Company's  common  stock at the fair  market  value of the
Company's common stock on the date the option is granted. Options have a term of
ten years and vest in equal annual  installments  over a three-year  period from
the date of grant.  Vested  options  may be  exercised:  (1) while  serving as a
director;  (2) within five years after  termination of service due to disability
or  retirement;  (3) the  earlier of three years after death or five years after
termination  of service if a director  dies while  serving on the Board;  or (4)
within  three  months  after an optionee  ceases to be a director  for any other
reason.  Payment is required  upon exercise of an option and may be made in cash
or by  delivery  to the  Company of shares of the  Company's  common  stock or a
combination of cash and shares.

     In  accordance  with the Director  Plan,  directors  who met the  following
eligibility  requirements  when they  retired  from the Board  receive an annual
lifetime  benefit  commencing  upon  retirement from the Board if: (i) they were
never  employed by the Company;  (ii) were age 65 or older on July 1, 1996;  and
(iii) had at least five years of service  (or, if  disabled,  following at least
two years of service) when they retired from the Board.  The benefit ranges from
50% of the annual  retainer fee for  directors  who retired  after five years of
service to 100% of the annual retainer fee for directors who retired with ten or
more years of service.  None of our current non-employee  directors are eligible
for this retirement benefit.


COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     During 2005, the Compensation Committee was comprised of the following five
non-employee  directors:  M. Kenneth Oshman, Chair, Thomas P. Gerrity,  Patricia
Mitchell, Vasant Prabhu and Gonzalo Valdes-Fauli.  No member of the Compensation
Committee  served  as an  officer  or  employee  of  the  Company  or any of its
subsidiaries during 2005. In addition,  during 2005, no executive officer of the
Company served as a director or as a member of the  compensation  committee of a
company which employs a director of the Company.


ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
           RELATED STOCKHOLDER MATTERS

     On November 14,  2005,  we announced  the Board of  Directors'  decision to
explore  strategic  alternatives  to  enhance  shareholder  value,  including  a
possible sale of the company.  We have been working with  Goldman,  Sachs & Co.,
our long-time advisor, and Morgan Stanley in this process. On March 12, 2006, we
entered into an Agreement and Plan of Merger with The McClatchy Company pursuant
to which the Company would merge into McClatchy. The completion of the Merger is
subject to various  customary  conditions,  including  obtaining the approval of
Company  shareholders  and  termination or expiration of the applicable  waiting
period  under the  Hart-Scott-Rodino  Antitrust  Improvements  Act. The Board of
Directors  also  amended  our bylaws to  provide  that  shareholders  may submit
proposals for consideration, and/or nominations for directors at our 2006 Annual
Meeting of  Shareholders no earlier than 60 days nor later than 45 days prior to
the date of the meeting.  At a meeting on January 29, 2006, the Board decided to
postpone  the 2006  Annual  Meeting  of  Shareholders  from the date  previously
scheduled, April 18, 2006, until a future date yet to be determined.

                                       12

<PAGE>


PRINCIPAL HOLDERS OF THE COMPANY'S STOCK

     The  following  table sets forth all persons known to the Company to be the
beneficial  owners of more than 5% of the Company's common stock as of March 31,
2006. As of March 31, 2006, there were 67,690,269 shares of the Company's common
stock outstanding.



                                                   SHARES
NAME AND ADDRESS OF BENEFICIAL                  BENEFICIALLY          PERCENT OF
OWNERS OF COMMON STOCK                             OWNED                 CLASS
------------------------------                  ------------          ----------
Private Capital Management                      12,153,658(1)             18%
8889 Pelican Bay Boulevard, Suite 500
Naples, FL 34108

Southeastern Asset Management, Inc.              5,075,100(2)             7.5%
6410 Poplar Avenue, #900
Memphis, TN 38119

Torray LLC                                       3,618,400(3)             5.3%
7501 Wisconsin Ave., #1100
Bethesda, MD 20814-6523

--------------------
     (1)  According  to a Schedule  13D filed  February  17,  2006,  Private (1)
          Capital  Management,  a  registered  investment  adviser,  has  shared
          dispositive  power over all of the shares and shared voting power over
          8,750,000 shares.

     (2)  According to a Schedule 13G filed March 14, 2006,  Southeastern  Asset
          Management,  Inc., a registered  investment  adviser,  has sole voting
          power over  2,217,400  shares,  shared  voting  power  over  2,311,000
          shares,  no voting power over 546,700 shares,  sole dispositive  power
          over 2,759,100 shares,  shared  dispositive power 2,311,000 shares and
          no dispositive power over 5,000 shares.

     (3)  According  to a Form 13F filed  February  14,  2006,  Torray  LLC,  an
          institutional  investment  manager,  has sole  dispositive  power over
          3,618,400  shares,  sole  voting  power over  3,491,100  shares and no
          voting power over 127,300 shares.

                                       13

<PAGE>

STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

     The following table sets forth the number of shares of the Company's common
stock  beneficially  owned as of March 31,  2006 by each  director,  nominee and
executive officer named in the Summary Compensation Table, and by all directors,
nominees and  executive  officers as a group.  Except as noted,  each person has
sole voting and investment power over the shares shown in the table.

<TABLE>
<CAPTION>

                                                    SHARES          TOTAL SHARES      OTHER COMMON
                                     COMMON       SUBJECT TO        BENEFICIALLY          STOCK
  NAME                               STOCK        OPTIONS(1)            OWNED         EQUIVALENTS(5)
-----------------------------        -------      ----------        -------------     --------------
<C>                                  <C>           <C>               <C>                 <C>
  Art Brisbane                       7,629         92,000            99,629              22,222
  Mary Jean Connors                  52,789        395,668           448,457(2)          13,912
  Mark A. Ernst                      1,883         1,667             3,550               0
  Kathleen Foley Feldstein           4,145         21,001            25,146              3,330
  Thomas P. Gerrity                  2,896         13,001            15,897              3,330
  Ronald D. Mc Cray                  2,071         5,001             7,072               160
  Patricia Mitchell                  1,918         9,001             10,919              644
  M. Kenneth Oshman                  35,791        23,001            58,792(3)           4,384
  Vasant Prabhu                      1,480         5,001             6,481               160
  P. Anthony Ridder                  231,772       873,334           1,105,106(2)        0
  Steven B. Rossi                    19,916        462,000           481,91(2)           13,382
  Hilary Schneider                   6,397         70,000            76,397              10,296
  Gonzalo F. Valdes-Fauli            4,471         23,001            27,472              4,563
  John E. Warnock                    3,499         9,001             12,500              807
  All directors and executive
  officers as a group (29
  persons including those
  named above)                       484,997       2,995,051         3,480,048(4)        121,070


<FN>
-----------------------

     (1)  Represents  stock  options that are  exercisable  on March 31, 2006 or
          become  exercisable  within  60  days of  March  31,  2006.  As of the
          Company's fiscal year end 2005, the in-the-money value of options held
          by each of Mr. Ridder, Mr. Rossi, Ms. Schneider,  Mr. Brisbane and Ms.
          Connors was $3,503,530,  $2,250,950,  $13,400, $57,645 and $2,730,261,
          respectively.

     (2)  Includes  shares  owned by,  or  jointly  owned  with  spouses  as (2)
          follows:  (a) 2,736 shares owned by Ms.  Connor's  husband;  (b) 3,477
          shares owned by Mr.  Ridder's  wife,  898 shares  jointly owned by Mr.
          Ridder  and his wife,  and 18,925  shares  held in trust of which Mrs.
          Ridder is the  trustee;  and (c) 15,168  shares  jointly  owned by Mr.
          Rossi and his wife.  Ms.  Connors and Mr. Ridder  disclaim  beneficial
          ownership of the shares owned by their respective spouses.  Mr. Ridder
          shares voting and investment  power with his spouse as to those shares
          jointly owned.

     (3)  Includes  30,000 shares owned by a partnership in which Mr. (3) Oshman
          has a 97%  income  interest.  Mr.  Oshman  has the power to vote these
          shares  and the  power  to  direct  their  disposition  and he  claims
          beneficial ownership as to 97% of the shares.

     (4)  Except for Mr. Ridder who beneficially owned 1.6% of the (4) Company's
          common stock, no director or executive officer beneficially owned more
          than 1% of the  Company's  common  stock.  All directors and executive
          officers as a group owned 4.9% of the Company's common stock.

     (5)  Includes  common stock units held in Knight  Ridder stock (5) accounts
          under the Company's  Annual  Incentive  Deferral Plan and Compensation
          Plan for Nonemployee Directors.

</FN>
</TABLE>

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     From time to time, the Company and its subsidiaries  engage in transactions
with companies where one of the Company's  executive  officers or directors or a
member of his or her immediate family has a direct or indirect interest.  All of
these transactions,  including those described below, are in the ordinary course
of business and at competitive rates and prices.

                                       14

<PAGE>

     Mark Ernst,  a director of the Company,  is Chairman,  President  and Chief
Executive  Officer H&R Block, and Vasant Prabhu,  a director of the Company,  is
Executive Vice  President/Chief  Financial  Officer of Starwood Hotels & Resorts
Worldwide,  Inc.,  each of  which  purchases  advertising  from  certain  of the
Company's newspapers.

     Gonzalo  F.  Valdes-Fauli,   a  director  of  the  Company,   is  a  former
Vice-Chairman  of Barclays  Capital and former Group Chief Executive  Officer of
Barclays Bank, Latin America,  an affiliate of Barclays Bank plc, which provides
certain pension management services to the Company.

     Peter B. Ridder,  President and Publisher of THE CHARLOTTE  OBSERVER,  is a
brother of the  Company's  Chairman  and Chief  Executive  Officer,  P.  Anthony
Ridder,  and Par Ridder,  President and Publisher of the ST. PAUL PIONEER Press,
is the son of P.  Anthony  Ridder.  In 2005,  Peter  B.  Ridder  and Par  Ridder
received aggregate compensation of $540,465 and $429,196, respectively.

     In November  2005, at the  Company's  request,  Peter Ridder  postponed his
announced  December 31, 2005  retirement  and continued his role as Chairman and
Publisher of The Charlotte Observer until the close of any strategic transaction
that may take place in 2006. Mr.  Ridder's  agreement with the company  provides
that he will  receive a lump-sum  cash  payment  equal to 50% of his annual base
salary, but he is not eligible for an income security agreement. Payment will be
made at the date of the  close  of a  strategic  transaction  or at the time the
Board of Directors decides to no longer pursue a strategic transaction.

     In November  2005,  the Company and Par Ridder  entered  into an  agreement
similar to that of  similarly  situated  publishers  with the Company that would
provide Mr.  Ridder a  separation  package if a change in control of the company
occurs and Mr.  Ridder is  terminated  from  employment  within 18 months of the
change in control.  The separation  package would be payable only if both events
take place and would consist of a lump-sum payment equal to two times his annual
base salary of $306,800 and two times his target annual  incentive  award (which
is calculated as 50% of base pay).


ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES


FEES AND SERVICES OF ERNST & YOUNG

     For the fiscal years 2005 and 2004, fees for professional services provided
by Ernst & Young were as follows (in thousands):

                                                     2005             2004
                                                    ------           ------

    Audit Fees(1)                                    1,667            2,122
    Audit-Related Fees(2)                              449              350
    Tax Fees(3)                                         --               80
    All Other Fees                                      --               --
                                                    ------           ------
    Total                                           $2,116           $2,552
                                                    ======           ======

------------------------

     (1)  Includes  fees  associated  with the annual audit of the (1) Company's
          consolidated financial statements,  reviews of the Company's quarterly
          reports on Form 10-Q, fees related to regulatory  filings and in 2004,
          the audit of internal controls over financial reporting.

     (2)  Audit-related fees relate  principally to audits of  Company-sponsored
          employee  benefit  plans,  as well as other  audits and  audit-related
          services for subsidiaries and affiliates.

     (3)  Tax fees relate to tax compliance services.


AUDIT COMMITTEE'S PRE-APPROVAL POLICIES AND PROCEDURES

     In accordance with the SEC's requirements  regarding auditor  independence,
the Audit Committee has responsibility for appointing,  setting compensation and
overseeing  the  work  of  the  independent  auditor.  In  recognition  of  this
responsibility,  the Audit Committee has established a policy to pre-approve all
audit and permissible non-audit services provided Ernst & Young.

                                       15

<PAGE>

     Under the  policy,  particular  services  or  categories  of  services  are
pre-approved,  subject to a specific budget.  During 2005, all services provided
by Ernst & Young were approved by the Audit Committee pursuant to this policy.


                                       16

<PAGE>

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                         Knight-Ridder, Inc.
                                         (Registrant)

Dated: April 14, 2006                     /s/ P. Anthony Ridder
       ----------------                  ------------------------------------
                                     By: P. Anthony Ridder
                                         Chairman and Chief Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.


             SIGNER                           TITLE                    DATE
  ----------------------------    -----------------------------   --------------

  /s/ P. Anthony Ridder             Principal Executive Officer   April 14, 2006
  ------------------------
  Chairman and Chief
  Executive Officer

  /s/ Steven B. Rossi             Principal Financial Officer     April 14, 2006
  ------------------------
  Senior Vice President/
  Finance and Chief
  Financial Officer

  /s/ Gary R. Effren              Principal Accounting Officer    April 14, 2006
  ------------------------
  Vice President/Finance


  Mark A. Ernst*                  Director
  Kathleen Foley Feldstein*       Director
  Thomas P. Gerrity*              Director
  Ronald D. Mc Cray*              Director
  Patricia Mitchell*              Director
  M. Kenneth Oshman*              Director
  Vasant Prabhu*                  Director
  Gonzalo F. Valdes-Fauli*        Director
  John E. Warnock*                Director

  The Board of Directors

*By  /s/ Steven B. Rossi
     --------------------------
     Steven B. Rossi
     Attorney-in-fact
     April 14, 2006


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