GANNETT CO., INC.

       1987 DEFERRED COMPENSATION PLAN

               Amendment No. 5


     The Gannett Co., Inc., 1987 Deferred
Compensation Plan (the "Plan") is hereby amended as
follows, effective as of June 23, 1997:

      1. Subsection 2.9(d) is amended by deleting
the current provision in its entirety and
substituting in its place the following:

     (d)  In the event of a Participant's death or
          disability before the Participant has
          received all of his or her Deferred
          Compensation Accounts, the value of the
          Accounts shall be paid to the
          Participant's designated beneficiary, in
          the case of death, or to the Participant,
          in the case of disability, at such time
          and in such form of payment as is set
          forth on the applicable designation form
          signed by the Participant, or as the
          Committee determines, in its sole
          discretion.

          Beneficiary designations shall be
          submitted on the form specified by the
          Company.   If a Participant so chooses, a
          separate beneficiary designation may be
          made for each Deferred Compensation
          Account.  The filing of a new beneficiary
          designation shall automatically revoke
          any previous beneficiary designation.  In
          the event a beneficiary designation has
          not been made, or the beneficiary was not
          properly designated (in the sole
          discretion of the Company), has died or
          cannot be found, all payments after death
          shall be paid to the Participant's
          estate.  In case of disputes over the
          proper beneficiary, the Company reserves
          the right to make any or all payments to
          the Participant's estate.

      2. Article 2 is amended by adding to the end
thereof the following new Section 2.11:

     2.11 Company Contributions

          The Company may, in its sole discretion,
          make direct cash contributions to the
          accounts or subaccounts on behalf of any
          eligible Participant.  The amount and
          timing of such contributions shall be
          subject to the approval of the Executive
          Compensation Committee of the Board of
          Directors and that Committee may impose
          vesting or other requirements on such
          accounts.

           Except as otherwise provided in
          this Section, accounts so established
          shall be subject to the same terms,
          conditions, and elections as are
          applicable to other accounts under the
          Plan.  The Company shall initially
          specify the time and method of payment of
          amounts from such accounts and may change
          the time and method of payment at any
          time, no later than twelve months before
          payments are scheduled to begin.  The
          Company may accelerate payments at any
          time.  The Company's decisions as to the
          time and method of payment need not fall
          within the provisions of the Plan
          applicable to other deferred compensation
          accounts, but shall be subject to the
          approval of the Executive Compensation
          Committee.

     This Amendment was approved by the Executive
Compensation Committee of the Board of Directors of
the Corporation on August 18, 1997.