SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.   20549


                             FORM 8-K

                         AMENDMENT NO. 1

                         CURRENT REPORT

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

              Date of Report:  November 21, 1995


                         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
update by this Report on Form 8-K certain exhibits and certain
information required under Rule 3-05 and Article 11 of Regulation
S-X in connection with Gannett's Registration Statement No.
33-58686 on Form S-3.

       On November 15, the shareholders of Multimedia approved the
Agreement and Plan of Merger with approximately 75.8% of the
shareholders of common stock voting in favor of it.

ITEM  7.    FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements of Businesses Acquired.

    Unaudited consolidated balance sheet of Multimedia, Inc. And
Subsidiaries as of September 30, 1995 and unaudited consolidated
statements of operations and cash flows for the three months and nine
months ended September 30, 1995 and September 30, 1994 (as filed with
Multimedia's Quarterly Report on form 10Q for the quarterly period
ended September 30, 1995 and filed as an exhibit hereto.)

(b) Pro Forma Financial Information.

The following pro forma combining financial statements of Gannett
and its pending acquisition are included in this report:

    (1) Unaudited pro forma consolidated condensed balance sheet
as of September 24, 1995 and the unaudited pro forma consolidated
condensed statements of income for the year ended December 25, 1994
and the nine periods ended September 24, 1995 (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:   November 21, 1995

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

                           Exhibit Index


Exhibit
Number                       Title or Description
- -----                        --------------------
  99-2                 Unaudited consolidated balance sheet of
                       Multimedia, Inc. And Subsidiaries as of
                       September 30, 1995 and unaudited consolidated
                       statements of income and cash flows for the
                       three months and nine months ended September 30,
                       1995 and September 30, 1994.

  99-3                 Unaudited pro forma consolidated condensed
                       balance sheet as of September 24, 1995 and
                       the unaudited pro forma consolidated condensed
                       statements of operations for the year ended
                       December 25, 1994 and the nine month period
                       ended September 24, 1995.
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SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.   20549

                             FORM 8-K

                         AMENDMENT NO. 1

                         CURRENT REPORT

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

              Date of Report:  November 21, 1995

                         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
update by this Report on Form 8-K certain exhibits and certain
information required under Rule 3-05 and Article 11 of Regulation
S-X in connection with Gannett's Registration Statement No.
33-58686 on Form S-3.

       On November 15, the shareholders of Multimedia approved the
Agreement and Plan of Merger with approximately 75.8% of the
shareholders of common stock voting in favor of it.

ITEM  7.    FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements of Businesses Acquired.

    Unaudited consolidated balance sheet of Multimedia, Inc. And
Subsidiaries as of September 30, 1995 and unaudited consolidated
statements of operations and cash flows for the three months and nine
months ended September 30, 1995 and September 30, 1994 (as filed with
Multimedia's Quarterly Report on form 10Q for the quarterly period
ended September 30, 1995 and filed as an exhibit hereto.)

(b) Pro Forma Financial Information.

The following pro forma combining financial statements of Gannett
and its pending acquisition are included in this report:

    (1) Unaudited pro forma consolidated condensed balance sheet
as of September 24, 1995 and the unaudited pro forma consolidated
condensed statements of income for the year ended December 25, 1994
and the nine periods ended September 24, 1995 (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:   November 21, 1995

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

                           Exhibit Index

Exhibit
Number                       Title or Description
- -----                        --------------------
  99-2                 Unaudited consolidated balance sheet of
                       Multimedia, Inc. And Subsidiaries as of
                       September 30, 1995 and unaudited consolidated
                       statements of income and cash flows for the
                       three months and nine months ended September 30,
                       1995 and September 30, 1994.

  99-3                 Unaudited pro forma consolidated condensed
                       balance sheet as of September 24, 1995 and
                       the unaudited pro forma consolidated condensed
                       statements of operations for the year ended
                       December 25, 1994 and the nine month period
                       ended September 24, 1995.