Exhibit 10-10

                                AMENDMENT NO. 1
                                     TO THE
                    2001 OMNIBUS INCENTIVE COMPENSATION PLAN


     This Amendment to the Gannett Co., Inc. 2001 Omnibus Incentive Compensation
Plan (the "Plan") is adopted pursuant to action taken by the Executive
Compensation Committee of the Board of Directors of the Company on December 4,
2001 and is effective on that date.

     Section 2.7 of the Plan is hereby amended to read as follows:

2.7  "Change in Control" shall be deemed to have occurred under any one or more
     of the following conditions:

     i.   if, within three years of any merger, consolidation, sale of a
          substantial part of Gannett's assets, or contested election, or any
          combination of the foregoing transactions (a "Transaction"), the
          persons who were directors of Gannett immediately before the
          Transaction shall cease to constitute a majority of the Board of
          Directors (x) of Gannett or (y) of any successor to Gannett, or (z) if
          Gannett becomes a subsidiary of or is merged into or consolidated with
          another corporation, of such corporation (Gannett shall be deemed a
          subsidiary of such other corporation if such other corporation owns or
          controls, directly or indirectly, a majority of the combined voting
          power of the outstanding shares of the capital stock of Gannett
          entitled to vote generally in the election of directors ("Voting
          Stock"));

     ii.  if, as a result of a Transaction, Gannett does not survive as an
          entity, or its shares are changed into the shares of another
          corporation;

     iii. if any "person" (as that term is used in Section 13(d) or 14(d)(2) of
          the Exchange Act) becomes a beneficial owner directly or indirectly of
          securities of Gannett representing 20% or more of the combined voting
          power of Gannett's Voting Stock;

     iv.  if three or more persons are elected directors of Gannett despite the
          opposition of a majority of the directors of Gannett then in office;
          or

     v.   upon determination by the Committee that a Change in Control has
          occurred, if such a person as defined in subparagraph (iii) above
          becomes the beneficial owner directly or indirectly of securities of
          Gannett representing from 12% up to 20% of the combined voting power
          of Gannett's Voting Stock.

Effective as of December 4, 2001, "Change in Control" shall have the same
definition as set forth in Section 5 of the Gannett Transitional Compensation
Plan, as that definition may be amended from time to time.



     IN WITNESS WHEREOF, Gannett Co., Inc. has caused this Amendment to be
executed by a duly authorized officer as of December 4, 2001.

                           GANNETT CO., INC.


                           By:  /s/Richard L. Clapp
                                ------------------------
                                Richard L. Clapp
                                Senior Vice President/Human Resources