Exhibit 10.4b

                                FIRST AMENDMENT
                                ---------------
                                      OF
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                 TRIBUNE COMPANY SUPPLEMENTAL RETIREMENT PLAN
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              (As Amended and Restated Effective January 1, 1989)



          WHEREAS, this Company maintains TRIBUNE COMPANY SUPPLEMENTAL
RETIREMENT PLAN (the "Plan"); and

          WHEREAS, the Plan has been amended previously from time to time and it
is now deemed desirable to amend the Plan further;

          NOW, THEREFORE, IT IS RESOLVED that, by virtue and in exercise of the
amending power reserved to this company under Section 4 of the Plan, the Plan be
and it hereby is amended, effective January 1, 1994, in the following
particulars:

          1.  By substituting the following sentence for the fourth sentence of
subsection 1.2 of the Plan:

     "In addition, Sections 401(a)(17) and 404(l) of the Internal Revenue Code
     limit the amount of employees' annual compensation that may be taken into
     account in determining the benefits that may be paid to them from a
     qualified defined benefit pension plan and the deductible Employer
     contributions that may be made to that plan to provide those benefits (the
     'Compensation Limitation')."



          2.  By substituting the following sentence for the first sentence of
subsection 1.4 of the Plan:

 
     "The Plan will be administered by the Governance and Compensation Committee
     of the Board of Directors of the Company (or such successor committee of
     said Board as shall from time to time have responsibility for compensation
     matters) (the 'Committee')."



          3.  By substituting the date "January 1, 1994" for the phrase
"Restatement Effective Date" where the latter phrase occurs in subsection 1.5 of
the Plan.

          4.  By substituting the following for subparagraph 2.1(a) of the Plan:

     "(a) such participant under the Pension Plan has been designated by the
          Board of Directors of the Company (by resolutions adopted on December
          13, 1988) or thereafter by the Committee as being part of a select
          group of management or highly compensated employees covered by this
          Plan (and such designation has not been revoked by the Committee);
          provided, that no revocation of a designation under this subparagraph
          (a) shall be effective if made (i) on the day of, or within 36 months
          after, the occurrence of a 'Change-In-Control' (as defined in
          subsection 3.1 below), (ii) prior to a Change-In-Control but at the
          request of any third party participating in or causing the Change-In-
          Control, or (iii) otherwise in connection with or in anticipation of a
          Change-In-Control; and"



          5.  By adding the following two sentences to subsection 2.2 of the
Plan, immediately after the last sentence of that subsection:

     "Each Participant's Supplemental Benefits hereunder shall accrue on an
     annual basis on the last day of each Plan Year, unless the Participant's
     employment with the Employers and Related Companies terminated during the
     Plan Year, in which case the increase in a Participant's Supplemental
     Benefits which is attributable to the Plan Year in which his employment
     terminates shall accrue on the date of his employment 

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     termination. The Committee shall determine the amount of each Participant's
     accrual for a Plan Year as of the appropriate date described in the
     preceding sentence."



          IT IS FURTHER RESOLVED, that the Secretary of the Company is
authorized to prepare a restatement of the Plan to incorporate the foregoing
amendments.


                              *        *        *


          I, Stanley J. Gradowski, Secretary of Tribune Company, hereby certify
that the foregoing is a correct copy of a resolution duly adopted by the Board
of Directors of said corporation on December 14, 1993, and that the resolution
has not been changed or repealed.

          Dated this 14th day of December, 1993.


                                     Stanley J. Gradowski
                                 ------------------------------
                                   As Secretary as Aforesaid

                                      (Corporate Seal)



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