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
  
  
  
                                   March 25, 1997
                                   --------------
                  Date of Report (Date of Earliest Event Reported)
  
  
  
  
  
                                   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 2.    Acquisition or Disposition of Assets
  -----------------------------------------------
  
        On March 25, 1997, Tribune Company (the "Company") completed its
  acquisition of Renaissance Communications Corp. ("Renaissance") for
  approximately $1.1 billion in cash, or $36 per Renaissance common share.
  Renaissance was a publicly traded company owning six television stations 
  -WB affiliates KDAF-Dallas and WDZL-Miami and Fox affiliates KTXL-Sacramento,
  WXIN-Indianapolis, WTIC-Hartford and WPMT-Harrisburg. The Company financed the
  acquisition with available cash and a combination of short and medium- to
  long-term debt.
  
        The Federal Communications Commission ("FCC") order granting the Company's
  application to acquire the Renaissance stations contained waivers of two FCC
  rules. First, the FCC temporarily waived its duopoly rule relating to the
  overlap of WTIC's and WPMT's broadcast signals with those of other Tribune
  Company stations. The temporary waivers were granted subject to the outcome of
  pending FCC rulemaking that is expected to make duopoly waivers unnecessary.
  Second, the FCC granted a 12-month waiver of its rule prohibiting television/
  newspaper cross-ownership in the same market, relating to the Miami television
  station and the Company's Fort Lauderdale Sun-Sentinel. The Company plans to
  appeal the FCC's ruling on the cross-ownership issue. The Company cannot predict
  the outcome of such FCC rulemaking or any such appeal.
  
       On March 25, 1997, the Company issued a press release relating to the
  completion of the acquisition, a copy of which is attached hereto as Exhibit
  99.1 and is incorporated herein by reference.
  
  Item 7.      Financial Statements and Exhibits
  ----------------------------------------------
  
  (a)    Financial Statements of Businesses Acquired
         (1)   The audited financial statements of Renaissance Communications 
               Corp. for the year ended December 31, 1995 (incorporated by 
               reference to Tribune Company's Form 8-K dated July 26, 1996).
         (2)   The unaudited financial statements of Renaissance Communications
               Corp. for the three months and nine months ended September 30, 1996
               and September 30, 1995 (incorporated by reference to Tribune
               Company's Form 8-K/A-3, Amendment No. 3, dated July 26, 1996 and 
               filed on November 8, 1996).
  
  (b)    Pro Forma Financial Information
         The Tribune Company unaudited pro forma condensed consolidated balance
         sheet as of September 29, 1996 and unaudited pro forma condensed
         consolidated statements of income for the fiscal year ended December 31,
         1995 and the first three quarters ended September 29, 1996 (incorporated
         by reference to Tribune Company's Form 8-K/A-3, Amendment No. 3, dated 
         July 26, 1996 and filed on November 8, 1996).
  
  (c)    Exhibits
         See Exhibit Index for list of exhibits.
  
  
  
                                        - 1 -
  
  <PAGE>
  
  
  
                                      SIGNATURE
  
  
       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
                                               (Registrant)
  
  
  Date: March 26, 1997                         /s/ R. Mark Mallory
                                               -------------------
                                               R. Mark Mallory
                                               Vice President and Controller
  
  
  
  
                                        - 2 -
  
  <PAGE>
  
  
  
                                    EXHIBIT INDEX
                                    -------------
  
  Exhibit
  Number   Exhibit Description
  -------  -------------------
  
   99.1    Press release dated March 25, 1997.
  
   99.2    Audited financial statements of              Incorporated by reference 
           Rennaissance Communications Corp.            to Tribune's Form 8-K 
           for the year ended December 31, 1995.        dated July 26, 1996.
  
   99.3    Unaudited financial statements of            Incorporated by reference 
           Renaissance Communications Corp. for         to Tribune's Form 8-K/A-3,
           the three months and nine months ended       Amendment No. 3, dated 
           September 30, 1996 and September 30, 1995.   July 26, 1996 (date of 
                                                        earliest event reported) 
                                                        filed on November 8, 1996.
  
   99.4    Tribune Company unaudited pro forma          Incorporated by reference 
           condensed consolidated balance sheet         to Tribune's Form 8-K/A-3,
           as of September 29, 1996 and unaudited       Amendment No. 3, dated 
           pro forma condensed consolidated             July 26, 1996 (date of 
           statements of income for the fiscal year     earliest event reported) 
           ended December 31, 1995 and the first        filed on November 8, 1996.
           three quarters ended September 29, 1996.
  
                                        - 3 -
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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
  
                                   March 25, 1997
                                   --------------
                  Date of Report (Date of Earliest Event Reported)
  
                                   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 2.    Acquisition or Disposition of Assets
  -----------------------------------------------
  
        On March 25, 1997, Tribune Company (the "Company") completed its
  acquisition of Renaissance Communications Corp. ("Renaissance") for
  approximately $1.1 billion in cash, or $36 per Renaissance common share.
  Renaissance was a publicly traded company owning six television stations 
  -WB affiliates KDAF-Dallas and WDZL-Miami and Fox affiliates KTXL-Sacramento,
  WXIN-Indianapolis, WTIC-Hartford and WPMT-Harrisburg. The Company financed the
  acquisition with available cash and a combination of short and medium- to
  long-term debt.
  
        The Federal Communications Commission ("FCC") order granting the Company's
  application to acquire the Renaissance stations contained waivers of two FCC
  rules. First, the FCC temporarily waived its duopoly rule relating to the
  overlap of WTIC's and WPMT's broadcast signals with those of other Tribune
  Company stations. The temporary waivers were granted subject to the outcome of
  pending FCC rulemaking that is expected to make duopoly waivers unnecessary.
  Second, the FCC granted a 12-month waiver of its rule prohibiting television/
  newspaper cross-ownership in the same market, relating to the Miami television
  station and the Company's Fort Lauderdale Sun-Sentinel. The Company plans to
  appeal the FCC's ruling on the cross-ownership issue. The Company cannot predict
  the outcome of such FCC rulemaking or any such appeal.
  
       On March 25, 1997, the Company issued a press release relating to the
  completion of the acquisition, a copy of which is attached hereto as Exhibit
  99.1 and is incorporated herein by reference.
  
  Item 7.      Financial Statements and Exhibits
  ----------------------------------------------
  
  (a)    Financial Statements of Businesses Acquired
         (1)   The audited financial statements of Renaissance Communications 
               Corp. for the year ended December 31, 1995 (incorporated by 
               reference to Tribune Company's Form 8-K dated July 26, 1996).
         (2)   The unaudited financial statements of Renaissance Communications
               Corp. for the three months and nine months ended September 30, 1996
               and September 30, 1995 (incorporated by reference to Tribune
               Company's Form 8-K/A-3, Amendment No. 3, dated July 26, 1996 and 
               filed on November 8, 1996).
  
  (b)    Pro Forma Financial Information
         The Tribune Company unaudited pro forma condensed consolidated balance
         sheet as of September 29, 1996 and unaudited pro forma condensed
         consolidated statements of income for the fiscal year ended December 31,
         1995 and the first three quarters ended September 29, 1996 (incorporated
         by reference to Tribune Company's Form 8-K/A-3, Amendment No. 3, dated 
         July 26, 1996 and filed on November 8, 1996).
  
  (c)    Exhibits
         See Exhibit Index for list of exhibits.
  
                                        - 1 -
  SIGNATURE
  
       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
                                               (Registrant)
  
  Date: March 26, 1997                         /s/ R. Mark Mallory
                                               -------------------
                                               R. Mark Mallory
                                               Vice President and Controller
  
                                        - 2 -
  EXHIBIT INDEX
                                    -------------
  
  Exhibit
  Number   Exhibit Description
  -------  -------------------
  
   99.1    Press release dated March 25, 1997.
  
   99.2    Audited financial statements of              Incorporated by reference 
           Rennaissance Communications Corp.            to Tribune's Form 8-K 
           for the year ended December 31, 1995.        dated July 26, 1996.
  
   99.3    Unaudited financial statements of            Incorporated by reference 
           Renaissance Communications Corp. for         to Tribune's Form 8-K/A-3,
           the three months and nine months ended       Amendment No. 3, dated 
           September 30, 1996 and September 30, 1995.   July 26, 1996 (date of 
                                                        earliest event reported) 
                                                        filed on November 8, 1996.
  
   99.4    Tribune Company unaudited pro forma          Incorporated by reference 
           condensed consolidated balance sheet         to Tribune's Form 8-K/A-3,
           as of September 29, 1996 and unaudited       Amendment No. 3, dated 
           pro forma condensed consolidated             July 26, 1996 (date of 
           statements of income for the fiscal year     earliest event reported) 
           ended December 31, 1995 and the first        filed on November 8, 1996.
           three quarters ended September 29, 1996.
  
                                        - 3 -