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
  
  
  
                                   July 9, 1996
                                   ------------                                
                                  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 July 1, 1996, Tribune Company (the "Company") entered into an Agreement
  and Plan of Merger with Renaissance Communications Corp., a publicly traded
  company owning six television stations. The Agreement and Plan of Merger is
  attached hereto as Exhibit 99.1 and is incorporated herein by reference. In
  connection with the Agreement and Plan of Merger, on July 1, 1996, the Company
  entered into Stockholder Agreements with Warburg, Pincus Capital Company, L.P.
  and Michael Finkelstein. Such agreements are attached hereto as Exhibit 99.2 and
  are incorporated herein by reference. In addition, on July 1, 1996, the Company
  issued a press release announcing the execution of the Agreement and Plan of
  Merger, which press release is attached hereto as Exhibit 99.3 and incorporated
  herein by reference. The transaction is subject to regulatory and Renaissance
  shareholder approval and is expected to be completed in early 1997.
  
  
  Item 7.   Financial Statements and Exhibits
  - -------------------------------------------
  
  (c)  Exhibits
  
       99.1 Agreement and Plan of Merger, dated as of July 1, 1996, between
            Tribune Company and Renaissance Communications Corp.
  
       99.2 Stockholder Agreements, dated as of July 1, 1996, among Tribune 
            Company and Warburg, Pincus Capital Company, L.P. and Michael 
            Finkelstein.
  
       99.3 Press release issued by Tribune Company dated July 1, 1996.
  
  
                                        -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 /s/ R. Mark Mallory
                                      -------------------
                                      R. Mark Mallory
                                      Vice President and Controller
  
  
  July 9, 1996
  
  
                                        -3-
  <PAGE>
  
  
                                    EXHIBIT INDEX
  
  
  
  Exhibit No.                   Exhibit Description
  
  
  99.1    Agreement and Plan of Merger, dated as of July 1, 1996, between Tribune
          Company and Renaissance Communications Corp.
  
  99.2    Stockholder Agreements, dated as of July 1, 1996, among Tribune Company
          and Warburg, Pincus, Capital Company, L.P. and Michael Finkelstein.
  
  99.3    Press release issued by Tribune Company dated July 1, 1996.
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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
  
                                   July 9, 1996
                                   ------------                                
                                  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 July 1, 1996, Tribune Company (the "Company") entered into an Agreement
  and Plan of Merger with Renaissance Communications Corp., a publicly traded
  company owning six television stations. The Agreement and Plan of Merger is
  attached hereto as Exhibit 99.1 and is incorporated herein by reference. In
  connection with the Agreement and Plan of Merger, on July 1, 1996, the Company
  entered into Stockholder Agreements with Warburg, Pincus Capital Company, L.P.
  and Michael Finkelstein. Such agreements are attached hereto as Exhibit 99.2 and
  are incorporated herein by reference. In addition, on July 1, 1996, the Company
  issued a press release announcing the execution of the Agreement and Plan of
  Merger, which press release is attached hereto as Exhibit 99.3 and incorporated
  herein by reference. The transaction is subject to regulatory and Renaissance
  shareholder approval and is expected to be completed in early 1997.
  
  Item 7.   Financial Statements and Exhibits
  - -------------------------------------------
  
  (c)  Exhibits
  
       99.1 Agreement and Plan of Merger, dated as of July 1, 1996, between
            Tribune Company and Renaissance Communications Corp.
  
       99.2 Stockholder Agreements, dated as of July 1, 1996, among Tribune 
            Company and Warburg, Pincus Capital Company, L.P. and Michael 
            Finkelstein.
  
       99.3 Press release issued by Tribune Company dated July 1, 1996.
  
                                        -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 /s/ R. Mark Mallory
                                      -------------------
                                      R. Mark Mallory
                                      Vice President and Controller
  
  July 9, 1996
  
                                        -3-
  EXHIBIT INDEX
  
  Exhibit No.                   Exhibit Description
  
  99.1    Agreement and Plan of Merger, dated as of July 1, 1996, between Tribune
          Company and Renaissance Communications Corp.
  
  99.2    Stockholder Agreements, dated as of July 1, 1996, among Tribune Company
          and Warburg, Pincus, Capital Company, L.P. and Michael Finkelstein.
  
  99.3    Press release issued by Tribune Company dated July 1, 1996.