CERTIFICATE OF AMENDMENT
                         OF CERTIFICATE OF INCORPORATION
                          OF McCLATCHY NEWSPAPERS, INC.


McClatchy Newspapers, Inc., a Delaware corporation organized and existing by
virtue of the General Corporation Law of the State of Delaware,

     DOES HEREBY CERTIFY:

     FIRST: That at a meeting of the Board of Directors of McClatchy Newspapers,
Inc., the Board deemed the amendment to the Corporation's Certificate of
Incorporation set forth below to be advisable and recommended that the
stockholders of said Corporation consider and approve such amendment at the next
annual meeting of stockholders.

     SECOND: That, thereafter, pursuant to resolution of the Corporation's Board
of Directors, the annual meeting of stockholders of said Corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation law of the State of Delaware at which meeting the necessary number
of shares as required by statute were voted in favor of the amendment.

     THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

     FOURTH: Article IV of the Corporation's Certificate of Incorporation is
amended to read in its entirety as follows:

                                   Article IV

      (a)  Authorized Capitalization.  The total number of shares of all classes
of  stock  which  the Corporation shall have authority to issue is  one  hundred
sixty   million   (160,000,000)  shares,  consisting  of  one  hundred   million
(100,000,000)  shares  of Class A Common Stock, with a par  value  of  one  cent
($.01) per share, and sixty million (60,000,000) shares of Class B Common Stock,
with  a par value of one cent ($.01) per share.  The number of authorized shares
of  Class  A Common Stock or Class B Common Stock may be increased or  decreased
(but not below the number of shares thereof then outstanding) if the increase or
decrease is approved by the holders of a majority of the voting power of all  of
the then outstanding shares of stock entitled to vote in any general election of
directors, voting together as a single class, but without the separate  vote  of
the holders of any other class of stock.

      (b)   Class A Common Stock.  The shares of Class A Common Stock and shares
of  Class B Common Stock shall be identical in all respects and shall have equal
rights and privileges except as set forth in this paragraph (b) and in paragraph
(c) of this Article IV.  Upon dissolution of the Corporation, holders of Class A
Common Stock and holders of Class B Common Stock are entitled to share ratably

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in  the assets thereof that may be available for distribution after satisfaction
of creditors.

          (i)  Dividends.

                (A)  Such dividends or distributions as may be determined by the
Board of Directors of the Corporation from time to time may be declared and paid
or  made  upon  the Class A Common Stock out of any source at the time  lawfully
available  for the payment of dividends, provided that (subject to subparagraphs
(B) and (C) below of this paragraph (b)(i)) identical dividends or distributions
are  declared and paid concurrently upon the Class B Common Stock.  If dividends
or distributions are declared and paid upon the Class B Common Stock (subject to
subparagraphs (B) and (C) below of this paragraph (b)(i)) an identical  dividend
shall be declared and paid concurrently on the Class A Common Stock.

               (B)  No dividend may be declared and paid in Class A Common Stock
unless  the  dividend is payable only to holders of Class A Common Stock  and  a
dividend  payable to Class B Common Stock is declared and paid  concurrently  in
respect  of  outstanding shares of Class B Common Stock in the  same  number  of
shares of Class B Common Stock per outstanding share.

                (C)   If a dividend is declared and paid in Class B Common Stock
in  respect of outstanding shares of Class B Common Stock, then a dividend shall
be  declared and paid concurrently in shares of Class A Common Stock in  respect
of outstanding shares of Class A Common Stock so that each holder of outstanding
shares  of  Class A Common Stock receives (on a per outstanding share  basis)  a
total  number of dividend shares of Class A Common Stock equal to the number  of
dividend  shares  of  Class  B  Common Stock received  by  the  holders  of  the
outstanding shares of Class B Common Stock.

           (ii)   Stock Combinations and Subdivisions.  The Class A Common Stock
shall  not  be  combined  or  subdivided unless at the  same  time  there  is  a
proportionate  combination or subdivision of the Class B Common Stock.   If  the
Class  B Common Stock is combined or subdivided, a proportionate combination  or
subdivision of the Class A Common Stock shall be made at the same time.

           (iii)   Voting.  The holders of Class A Common Stock shall  have  the
voting rights set forth below:

                (A)   With respect to the election of Directors, the holders  of
Class A Common Stock voting as a separate class shall be entitled to elect  that
number  of  Directors which constitutes twenty-five percent (25%) of  the  total
membership of the Board of Directors, and if such twenty-five percent  (25%)  is
not a whole number, then the holders of Class A Common Stock will be entitled to
elect the nearest higher whole number of directors which constitutes twenty-five
percent  (25%)  of  such membership.  Such election shall be  from  a  slate  of
Director nominees separate from a slate of Director nominees from which  holders
of Class B Common Stock shall elect Directors.  There shall be no cumulative
voting  for either holders of Class A Common Stock or holders of Class B  Common
Stock.

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               (B)  The holders of Class A Common Stock will be entitled to vote
as  a  separate  class on the removal, with or without cause,  of  any  Director
elected  by  the holders of Class A Common Stock, provided that, to  the  extent
permitted by applicable law, any Director may be removed for cause by the  Board
of Directors.

                (C)  Except as may otherwise be required by law, the holders  of
Class A Common Stock shall, in all matters not referred to in subparagraphs  (A)
or  (B)  of  this paragraph (b)(iii) or in subparagraphs (A) or (B) of paragraph
(c)(iii)  of this Article IV, vote together with the holders of Class  B  Common
Stock as a single class, provided that the holders of Class A Common Stock  will
have one-tenth (1/10) of a vote for each share and the holders of Class B Common
Stock shall have one (1) vote for each share.

               (D)  Notwithstanding anything herein to the contrary, the holders
of  Class A Common Stock shall have exclusive voting power on all matters at any
time when no shares of Class B Common Stock are issued and outstanding.

     (c)  Class B Common Stock.

           (i)   Dividends  and  Distributions.  Subject to  the  provisions  of
paragraph  (b)(i)  of this Article IV, such dividends and distributions  may  be
declared  and paid or made upon the Class B Common Stock as may be permitted  by
applicable law.

           (ii)  Stock Combinations and Subdivisions.  Subject to the provisions
of  paragraph  (b)(ii)  of this Article IV, the Class  B  Common  Stock  may  be
combined or subdivided in such manner as may be permitted by applicable law.

           (iii)   Voting.  Subject to the provisions of paragraph  (b)(iii)  of
this  Article IV, the Class B Common Stock shall have one (1) vote per share  on
all  matters  that  may  be  submitted to a vote of the  stockholders.   Without
limiting the generality of the foregoing:

                (A)   With respect to the election of Directors, the holders  of
Class B Common Stock shall be entitled, voting as a separate class, to elect the
remaining  Directors not subject to the priority right of  the  holders  of  the
Class A Common Stock set forth in paragraph (b)(iii)(A) of this Article IV; and

                (B)  The holders of the Class B Common Stock will be entitled to
vote  as a separate class on the removal, with or without cause, of any Director
who  was  elected  either  by the holders of the Class  B  Common  Stock  or  by
Directors who were elected by the holders of the Class B Common Stock,  provided
that any Director may be removed for cause by the Board of Directors.

          (iv)  Conversion.

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                (A)   Each holder of record of Class B Common Stock may, in such
holder's  sole discretion and at such holder's option, convert any whole  number
or  all  of  such  holder's shares of Class B Common Stock into fully  paid  and
nonassessable shares of Class A Common Stock at the rate (subject to  adjustment
as hereinafter provided) of one (1) share of Class A Common Stock for each share
of Class B Common Stock surrendered for conversion; provided, however, that such
conversion  may not occur unless the shares of Class A Common Stock  into  which
the shares of Class B Common Stock are to be converted shall have been listed or
approved  for listing upon notice of issuance on a national securities  exchange
certified by rule or order of the Commissioner of Corporations of the  State  of
California  pursuant  to Section 25100(o) of the California  Corporations  Code.
Any  such  conversion  may be effected by any holder of  Class  B  Common  Stock
surrendering such holder's certificate or certificates for the shares of Class B
Common Stock to be converted, duly endorsed, at the office of the Corporation or
any  transfer agent for the Class B Common Stock, together with a written notice
to  the Corporation at such office that such holder elects to convert all  or  a
specified number of shares of Class B Common Stock and stating the name or names
in  which such holder desires the certificate or certificates for such shares of
Class  A Common Stock to be issued.  Promptly thereafter, the Corporation  shall
issue  and  deliver  to  such holder or  such holder's nominee  or  nominees,  a
certificate or certificates for the number of shares of Class A Common Stock  to
which  such  holder  shall be entitled as aforesaid.  Such conversion  shall  be
deemed  to  have been made at the close of business on the day of such surrender
and the person or persons entitled to receive the shares of Class A Common Stock
issuable  on  such conversion shall be treated for all purposes  as  the  record
holder or holders of such shares of Class A Common Stock on that date.

                (B)  The number of shares of Class A Common Stock into which the
shares  of  Class B Common Stock may be converted shall be subject to adjustment
from  time  to time in the event of any capital reorganization, reclassification
of  stock of the Corporation, consolidation or merger of the Corporation with or
into  another corporation, or sale or conveyance of all or substantially all  of
the  assets of the Corporation to another corporation or other entity or person.
Each  share  of Class B Common Stock shall thereafter be convertible  into  such
kind  and  amount  of securities or other assets, or both, as  are  issuable  or
distributable  in respect of the number of shares of Class A Common  Stock  into
which  each  share of Class B Common Stock is convertible immediately  prior  to
such   reorganization,   reclassification,  consolidation,   merger,   sale   or
conveyance.   In  any such case, appropriate adjustments shall be  made  by  the
Board  of  Directors  of the Corporation in the application  of  the  provisions
herein  set  forth  with respect to the rights and interests thereafter  of  the
holders of Class B Common Stock to the end that the provisions set forth  herein
(including provisions for adjustment of the conversion rate) shall thereafter be
applicable,  as  nearly as reasonably may be, in relation to any  securities  or
other assets thereafter deliverable on conversion of the Class B Common Stock.

                (C)   The  Corporation  shall, at all times,  reserve  and  keep
available  out  of the authorized and unissued shares of Class A  Common  Stock,
solely  for the purpose of effecting the conversion of the outstanding  Class  B
Common  Stock, such number of shares of Class A Common Stock as shall from  time
to  time  be sufficient to effect conversion of all outstanding Class  B  Common
Stock and if, at any time, the number of authorized and unissued shares of

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Class  A  Common Stock shall not be sufficient to effect conversion of the  then
outstanding  Class  B  Common Stock, the Corporation shall take  such  corporate
action  as  may be necessary to increase the number of authorized  and  unissued
shares  of Class A Common Stock to such number as shall be sufficient  for  such
purposes.

WITNESS  WHEREOF,  McClatchy  Newspapers, Inc. has caused  this  Certificate  of
Amendment  of  Certificate  of Incorporation to be executed  by  Karole  Morgan-
Prager, its authorized officer, on this 22nd day of May, 1997.


                              /s/Karole Morgan-Prager
                              General Counsel and Corporate Secretary