Exhibit 3-1 (Cont'd)

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



          The undersigned, being the Vice Chairman and Chief Financial and
Administrative Officer of Gannett Co., Inc. (the "Corporation"), a
corporation organized and existing under the laws of the State of Delaware,
hereby certifies that an 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:
          1.   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 Four Hundred Two Million (402,000,000) shares of
               which Four Hundred Million (400,000,000) 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 Common Stock of the Corporation will be
               entitled to one vote on all matters on which such stock is
               entitled to vote.

          2.   Old Article "NINTH" shall be renumbered Article "TENTH"
and the new Article "NINTH" shall read in its entirety as follows:
                    NINTH:  A director of the Corporation shall not be
               personally liable to the Corporation or its stockholders
               for monetary damages for breach of fiduciary duty as a
               director, except for liability (i) for any breach of the
               director's duty of loyalty to the Corporation or its
               stockholders, (ii) for acts or omissions not in good faith
               or which involve intentional misconduct or a knowing
               violation of law, (iii) under Section 174 of the Delaware
               General Corporation Law, or (iv) for any transaction from
               which the director derived an improper personal benefit.

          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 7th day of May, 1987.

                                   s/ Douglas H. McCorkindale
                                   Douglas H. McCorkindale
                                   Vice Chairman and Chief
                                   Financial and Administrative
                                   Officer


ATTEST:


s/ Thomas L. Chapple
Thomas L. Chapple
Secretary