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
  
  
  
                                   August 24, 1998
                                   ---------------                              
                  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
  
  
                                     No Changes
                (Former name, former address and former fiscal year,
                           if changed since last report)
  
  
  
  <PAGE>
  
  
  
  Item 5.   Other Events
  ----------------------
  
            On August 24, 1998, Tribune Company announced that it had reached an
  agreement with Meredith Corporation to acquire the assets of KCPQ-TV (FOX13),
  Seattle, in exchange for the assets of Tribune's WGNX-TV (CBS46), Atlanta. In a
  three-way transaction, Meredith has agreed to purchase KCPQ pursuant to a merger
  with Kelly Television Co. and then exchange the station for WGNX. The
  transaction, pending regulatory approval, is expected to be completed in the
  first quarter of 1999.
  
  
  Item 7.   Financial Statements and Exhibits
  -------------------------------------------
  
  (c)       Exhibits
  
            99.1     Press release issued by Tribune Company on August 24, 1998.
  
            99.2     Asset Exchange Agreement dated as of August 21, 1998 among
                     Tribune Broadcasting Company, WGNX Inc., Meredith
                     Corporation and KCPQ Acquisition Corp.
  
  
  <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 hereunto duly authorized.
  
  
  
                                      TRIBUNE COMPANY
                                      (Registrant)
  
  
  
  Date: August 27, 1998           /s/ R. Mark Mallory
                                      ---------------
                                      R. Mark Mallory
                                      Vice President and Controller
  
  
  
  
  
  <PAGE>
  
  
  
                                    EXHIBIT INDEX
                                    -------------                               
  
  
  Exhibit No.       Exhibit Description
  -----------       -------------------
  
       99.1         Press release issued by Tribune Company on August 24, 1998.
  
       99.2         Asset Exchange Agreement dated as of August 21, 1998 among
                    Tribune Broadcasting Company, WGNX Inc., Meredith
                    Corporation and KCPQ Acquisition Corp.
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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
  
                                   August 24, 1998
                                   ---------------                              
                  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
  
                                     No Changes
                (Former name, former address and former fiscal year,
                           if changed since last report)
  Item 5.   Other Events
  ----------------------
  
            On August 24, 1998, Tribune Company announced that it had reached an
  agreement with Meredith Corporation to acquire the assets of KCPQ-TV (FOX13),
  Seattle, in exchange for the assets of Tribune's WGNX-TV (CBS46), Atlanta. In a
  three-way transaction, Meredith has agreed to purchase KCPQ pursuant to a merger
  with Kelly Television Co. and then exchange the station for WGNX. The
  transaction, pending regulatory approval, is expected to be completed in the
  first quarter of 1999.
  
  Item 7.   Financial Statements and Exhibits
  -------------------------------------------
  
  (c)       Exhibits
  
            99.1     Press release issued by Tribune Company on August 24, 1998.
  
            99.2     Asset Exchange Agreement dated as of August 21, 1998 among
                     Tribune Broadcasting Company, WGNX Inc., Meredith
                     Corporation and KCPQ Acquisition Corp.
  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 hereunto duly authorized.
  
                                      TRIBUNE COMPANY
                                      (Registrant)
  
  Date: August 27, 1998           /s/ R. Mark Mallory
                                      ---------------
                                      R. Mark Mallory
                                      Vice President and Controller
  EXHIBIT INDEX
                                    -------------                               
  
  Exhibit No.       Exhibit Description
  -----------       -------------------
  
       99.1         Press release issued by Tribune Company on August 24, 1998.
  
       99.2         Asset Exchange Agreement dated as of August 21, 1998 among
                    Tribune Broadcasting Company, WGNX Inc., Meredith
                    Corporation and KCPQ Acquisition Corp.