AMENDMENT TO

                        GANNETT CO., INC.

               RETIREMENT PLAN FOR DIRECTORS


     GANNETT CO., INC. ("Gannett") hereby amends its Retirement
Plan for Directors ("Plan") to provide a lump sum payment to a
Director's beneficiaries whether death occurs prior to or
following retirement.

     Section 5 of the Plan is amended to read as follows:

     Section 5.  Death Benefits: In the event of the death of a
Director, either prior to or following retirement, the present
value of the benefit to which the Director would have been
entitled had retirement occurred the day before death shall be
paid in a single sum to the Beneficiary designated by the
Director or to the Director's estate in the event the Beneficiary
is no longer living or has not been designated.

     IN WITNESS WHEREOF, the Company has caused its duly
authorized officer to execute this Amendment, which shall be
effective as of May 2, 1995.


                              GANNETT CO., INC.


                              By:  /s/Thomas L. Chapple
                                   --------------------------
                                   Thomas L. Chapple
                                   Secretary




                         AMENDMENT TO

                        GANNETT CO., INC.

               RETIREMENT PLAN FOR DIRECTORS


     GANNETT CO., INC. ("Gannett") hereby amends its Retirement
Plan for Directors ("Plan") to provide that retirement
compensation will be based on the highest compensation earned by
a director during his or her last ten years of Board service.

     Section 2 of the Plan is amended to read as follows:

     Section 2. Benefit: The annual benefit payable pursuant to
this Plan shall be computed by multiplying the highest annual
Director's Compensation paid by Gannett during the ten years
preceding the Director's retirement from the Board by the
appropriate percentage in the table shown below.

     The term "Compensation" as used in this Plan shall include
annual retainer, committee chair retainer, board and committee
meeting fees, and such types of cash payments as may be provided
as director compensation in the future.

               Years of Service
               As Director              Percentage
               -------------------      -------------
               10 or more               100%
               9                   90%
               8                   80%
               7                   70%
               6                   60%
               5                   50%
               Less than 5              -0-


     IN WITNESS WHEREOF, the Company has caused its duly
authorized officer to execute this Amendment, which shall be
effective as of June 20, 1995.


                              GANNETT CO., INC.


                              By:  /s/Thomas L. Chapple
                                   --------------------------
                                   Thomas L. Chapple
                                   Secretary