content: 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
  
  
  
                                  December 14, 1995
                                   Date of Report
  
  
  
  
  
                                   TRIBUNE COMPANY
               (Exact name of registrant as specified in its charter)
  
  
  
                                      Delaware
                   (State or other jurisdiction of incorporation)
  
  
  
         1-8572                                              36-1880355
  (Commission File Number)                       (IRS Employer Identification No.)
  
  
  435 North Michigan Avenue, Chicago, Illinois                             60611
  (Address of principal executive offices)                              (Zip Code)
  
  
         Registrant's telephone number, including area code (312) 222-9100
  
  
  <PAGE>
  
  
  
  Item 5.          Other Events
  
           On November 30, 1995, Tribune Company announced that it agreed to merge
  Compton's NewMedia and Compton's Learning Company,  Tribune information software
  companies,  into SoftKey  International  Inc. for SoftKey common stock valued at
  approximately  $106.5  million.  SoftKey  has also  agreed  to  assume up to $17
  million of  intercompany  debt.  The final number of SoftKey common shares to be
  issued  will be  determined  based on the  volume-weighted  average  price for a
  10-day period prior to closing.
  
           Tribune has also agreed to invest $150  million in SoftKey in the event
  SoftKey  acquires  a  majority  of the  common  stock of The  Learning  Company.
  Tribune's  investment  would be in the form of $150 million  principal amount of
  5.5%  senior  convertible/exchangeable  notes  due  2000.  The  notes  would  be
  exchangeable  for SoftKey  preferred stock and  convertible  into SoftKey common
  stock at a conversion price of $53 a share.
  
  
  Item 7.         (c) Exhibits
  
  
              99.1   Press Release issued by Tribune Company on November 30, 1995.
  
              99.2   Agreement   and  Plan  of  Merger  by  and  among  SoftKey
                     International Inc., Cubsco I Inc., Cubsco II Inc., Tribune
                     Company,  Compton's NewMedia,  Inc. and Compton's Learning
                     Company dated November 30, 1995.
  
              99.3   Securities  Purchase Agreement Between Tribune Company, as
                     Purchaser and SoftKey  International Inc., as Issuer Dated
                     as of November 30, 1995;  5.5% Senior 
                     Convertible/Exchangeable Notes due 2000;  $150,000 Principal
                     Amount.
  
                                                             - 2 -
  
  <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.
  
  
  
                                   TRIBUNE COMPANY
  
  
  
  
                               By  Donald C. Grenesko
                                 Senior Vice President and Chief Financial Officer
  
  
  December 14, 1995
  
                                                             - 3 -
  
  <PAGE>
  
  
                                    EXHIBIT INDEX
  
  
  
  Exhibit No.     Exhibit Description
  
  
  99.1            Press Release issued by Tribune Company on November 30, 1995.
  
  99.2            Agreement and Plan of Merger by and among SoftKey International
                  Inc., Cubsco I Inc., Cubsco II Inc., Tribune Company, Compton's
                  NewMedia, Inc. and Compton's Learning Company dated November
                  30, 1995.
  
  99.3            Securities Purchase Agreement Between Tribune Company, as 
                  Purchaser and SoftKey International Inc., as Issuer Dated as of
                  November 30, 1995;  5.5% Senior Convertible/Exchangeable Notes
                  due 2000; $150,000 Principal Amount.
  
                                                             - 4 -
  
  <PAGE>
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metadata_filer: {"company-data": {"conformed-name": "TRIBUNE CO", "cik": "0000726513", "assigned-sic": "2711", "irs-number": "361880355", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-08572", "film-number": "95601777"}, "business-address": {"street1": "435 N MICHIGAN AVE", "city": "CHICAGO", "state": "IL", "zip": "60611", "phone": "3122229100"}}
text: 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
  
                                  December 14, 1995
                                   Date of Report
  
                                   TRIBUNE COMPANY
               (Exact name of registrant as specified in its charter)
  
                                      Delaware
                   (State or other jurisdiction of incorporation)
  
         1-8572                                              36-1880355
  (Commission File Number)                       (IRS Employer Identification No.)
  
  435 North Michigan Avenue, Chicago, Illinois                             60611
  (Address of principal executive offices)                              (Zip Code)
  
         Registrant's telephone number, including area code (312) 222-9100
  Item 5.          Other Events
  
           On November 30, 1995, Tribune Company announced that it agreed to merge
  Compton's NewMedia and Compton's Learning Company,  Tribune information software
  companies,  into SoftKey  International  Inc. for SoftKey common stock valued at
  approximately  $106.5  million.  SoftKey  has also  agreed  to  assume up to $17
  million of  intercompany  debt.  The final number of SoftKey common shares to be
  issued  will be  determined  based on the  volume-weighted  average  price for a
  10-day period prior to closing.
  
           Tribune has also agreed to invest $150  million in SoftKey in the event
  SoftKey  acquires  a  majority  of the  common  stock of The  Learning  Company.
  Tribune's  investment  would be in the form of $150 million  principal amount of
  5.5%  senior  convertible/exchangeable  notes  due  2000.  The  notes  would  be
  exchangeable  for SoftKey  preferred stock and  convertible  into SoftKey common
  stock at a conversion price of $53 a share.
  
  Item 7.         (c) Exhibits
  
              99.1   Press Release issued by Tribune Company on November 30, 1995.
  
              99.2   Agreement   and  Plan  of  Merger  by  and  among  SoftKey
                     International Inc., Cubsco I Inc., Cubsco II Inc., Tribune
                     Company,  Compton's NewMedia,  Inc. and Compton's Learning
                     Company dated November 30, 1995.
  
              99.3   Securities  Purchase Agreement Between Tribune Company, as
                     Purchaser and SoftKey  International Inc., as Issuer Dated
                     as of November 30, 1995;  5.5% Senior 
                     Convertible/Exchangeable Notes due 2000;  $150,000 Principal
                     Amount.
  
                                                             - 2 -
  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.
  
                                   TRIBUNE COMPANY
  
                               By  Donald C. Grenesko
                                 Senior Vice President and Chief Financial Officer
  
  December 14, 1995
  
                                                             - 3 -
  EXHIBIT INDEX
  
  Exhibit No.     Exhibit Description
  
  99.1            Press Release issued by Tribune Company on November 30, 1995.
  
  99.2            Agreement and Plan of Merger by and among SoftKey International
                  Inc., Cubsco I Inc., Cubsco II Inc., Tribune Company, Compton's
                  NewMedia, Inc. and Compton's Learning Company dated November
                  30, 1995.
  
  99.3            Securities Purchase Agreement Between Tribune Company, as 
                  Purchaser and SoftKey International Inc., as Issuer Dated as of
                  November 30, 1995;  5.5% Senior Convertible/Exchangeable Notes
                  due 2000; $150,000 Principal Amount.
  
                                                             - 4 -