SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.   20549


                             FORM 8-K

                         CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
                               1934

              Date of Report:  July 10, 1996


                         GANNETT CO., INC.
     (Exact name of registrant as specified in its charter)

Delaware                 1-6961                    16-0442930
(State or other       (Commission              (IRS Employer
 jurisdiction          File Number)           Identification No.)
 of incorporation)


         1100 Wilson Boulevard, Arlington, Virginia  22234

         (Address of principal executive offices)(Zip Code)

    Registrant's telephone number, including area code (703) 284-6000

<PAGE>
ITEM 5.  OTHER EVENTS

       In conformity with the requirements of the Integrated Disclosure
system, Gannett Co., Inc. ("Gannett") has elected to file this Report on
Form 8-K certain exhibits and certain information required under Article 11
of regulation S-X in connection with the sale of the Company's outdoor
advertising business to Outdoor Systems, Inc. The Company announced that it has
entered into an agreement to sell its outdoor advertising business.  A press
release announcing this transaction is attached as an exhibit and is
incorporated in this report by reference.


ITEM  7.    FINANCIAL STATEMENTS AND EXHIBITS.

(a) Pro forma financial information.

   (1)  Unaudited pro forma consolidated condensed balance sheet as of
March 31, 1996 and the unaudited pro forma consolidated condensed statements
of operations for the year ended December 31, 1995 and the three months ended
March 31, 1996 (filed as an exhibit hereto).

(c) Exhibits.

    See Exhibit Index for list of exhibits.

<PAGE>
                            SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.


                                GANNETT CO., INC.



Dated:   July 10, 1996

By:        /s/Thomas L. Chapple
           -----------------------
                Thomas L. Chapple,
                Senior Vice President,
                General Counsel and Secretary

<PAGE>
                           Exhibit Index


Exhibit
Number    Title or Description
- -----     --------------------
  99-1    Unaudited pro forma consolidated condensed
          balance sheet as of March 31, 1996 and the
          unaudited pro forma consolidated condensed
          statements of earnings for the year ended
          December 31, 1995 and the three month period
          ended March 31, 1996.

  99-2    Press release dated July 9, 1996.

  99-3    Asset Purchase Agreement.
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 2834}]
{"company-data": {"conformed-name": "GANNETT CO INC /DE/", "cik": "0000039899", "assigned-sic": "2711", "irs-number": "160442930", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-06961", "film-number": "96593128"}, "business-address": {"street1": "1100 WILSON BLVD", "city": "ARLINGTON", "state": "VA", "zip": "22234", "phone": "7032846000"}, "mail-address": {"street1": "1100 WILSON BLVD 28TH FLOOR", "city": "ARLINGTON", "state": "VA", "zip": "22234"}}
SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.   20549

                             FORM 8-K

                         CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
                               1934

              Date of Report:  July 10, 1996

                         GANNETT CO., INC.
     (Exact name of registrant as specified in its charter)

Delaware                 1-6961                    16-0442930
(State or other       (Commission              (IRS Employer
 jurisdiction          File Number)           Identification No.)
 of incorporation)

         1100 Wilson Boulevard, Arlington, Virginia  22234

         (Address of principal executive offices)(Zip Code)

    Registrant's telephone number, including area code (703) 284-6000
ITEM 5.  OTHER EVENTS

       In conformity with the requirements of the Integrated Disclosure
system, Gannett Co., Inc. ("Gannett") has elected to file this Report on
Form 8-K certain exhibits and certain information required under Article 11
of regulation S-X in connection with the sale of the Company's outdoor
advertising business to Outdoor Systems, Inc. The Company announced that it has
entered into an agreement to sell its outdoor advertising business.  A press
release announcing this transaction is attached as an exhibit and is
incorporated in this report by reference.

ITEM  7.    FINANCIAL STATEMENTS AND EXHIBITS.

(a) Pro forma financial information.

   (1)  Unaudited pro forma consolidated condensed balance sheet as of
March 31, 1996 and the unaudited pro forma consolidated condensed statements
of operations for the year ended December 31, 1995 and the three months ended
March 31, 1996 (filed as an exhibit hereto).

(c) Exhibits.

    See Exhibit Index for list of exhibits.
SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.

                                GANNETT CO., INC.

Dated:   July 10, 1996

By:        /s/Thomas L. Chapple
           -----------------------
                Thomas L. Chapple,
                Senior Vice President,
                General Counsel and Secretary
Exhibit Index

Exhibit
Number    Title or Description
- -----     --------------------
  99-1    Unaudited pro forma consolidated condensed
          balance sheet as of March 31, 1996 and the
          unaudited pro forma consolidated condensed
          statements of earnings for the year ended
          December 31, 1995 and the three month period
          ended March 31, 1996.

  99-2    Press release dated July 9, 1996.

  99-3    Asset Purchase Agreement.