CERTIFICATE OF SECOND AMENDMENT
                         OF THE
             SECOND RESTATED CERTIFICATE OF
                      INCORPORATION
                           OF
                    GANNETT CO., INC.


     The undersigned, being the Vice Chairman and President
of Gannett Co., Inc. (the "Corporation"), a corporation
organized and existing under the laws of the State of
Delaware, hereby certifies that a second amendment of the
Second Restated Certificate of Incorporation of the
Corporation has been duly adopted by the Board of Directors
and the Stockholders of the Corporation, in accordance with
Section 242 of the Delaware General Corporation Law, as follows:

     Article "FOURTH" is amended to read in its entirety as
follows:

               FOURTH: The total number of shares of all
classes of stock which the Corporation shall have authority
to issue is Eight Hundred Two Million (802,000,000) shares
of which Eight Million (800,000,000) shares shall be
Common Stock of the par value of One Dollar ($1.00) per
share and Two Million (2,000,000) shares shall be
Preferred Stock of the par value of One Dollar ($1.00) per
share.  A statement of the designations of the authorized
classes of stock or of any series thereof, and the powers,
preferences and relative, participating, optional or other
special rights and qualifications, limitations or restrictions
thereof, or of the authority of the Board of Directors to fix
by resolution or resolutions such designations and
other terms, is as follows:

               A.   Preferred Stock.  The shares of Preferred
Stock may be issued from time to time in one or more
series.  The Board of Directors is hereby vested with
authority to fix by resolution or resolutions the
designation of each series of Preferred Stock and the
powers, preferences and relative, participating, optional or
other special rights and qualifications, limitations or
restrictions thereof, including without limiting the generality
of the foregoing, such provisions as may be desired
concerning the dividend rights, the dividend rate, conversion
rate, conversion rights, voting rights, rights in terms of
redemption (including sinking fund provisions), the
redemption price or prices, and the liquidation preferences
and such other subjects or matters as may be fixed by
resolution or resolutions of the Board of Directors
under the General Corporation Law of Delaware; and to fix
the number of shares constituting any such series, and to
increase or decrease the number of shares of any such series
(but not below the number of shares thereof then
outstanding).  In case the number of shares of any such
series shall be so decreased, the shares constituting such
decrease shall resume the status which they had prior to the
adoption of the resolution or resolutions originally fixing the
number of shares of such series.

               B.   Common Stock.  Subject to all of the
preferences and rights of the Preferred Stock or a series
thereof that may be fixed by a resolution or resolutions of
the Board of Directors, (i) dividends may be paid on the
Common Stock of the Corporation as and when declared by
the Board of Directors, out of funds of the Corporation
legally available for the payment of such dividends, and (ii)
each share of the Common Stock of the Corporation will be
entitled to one vote on all matters on which such stock is
entitled to vote.

     IN WITNESS WHEREOF, the undersigned has subscribed this
Certificate by order of the Board of Directors of the
Corporation and hereby affirms under penalties of perjury
that the facts stated herein are true this 2nd day of May, 2000.



                              /s/Douglas H. McCorkindale
                              ________________________________
                              Douglas H. McCorkindale
                              Vice Chairman and President

ATTEST:

/s/Thomas L. Chapple
_______________________________
Thomas L. Chapple
Secretary