As filed with the Securities and Exchange Commission on August 19, 1998    
Registration No. __-_____


                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
                               ---------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933
                               ---------------

                                GANNETT CO., INC.
            (Exact Name of Registrant as Specified in Its Charter)

      Delaware                                        16-0442930
(State of Incorporation)                (I.R.S. Employer Identification No.)

                              1100 Wilson Boulevard
                            Arlington, Virginia 22234
                                (703) 284-6000
 (Address, Including Zip Code, and Telephone Number, Including Area Code, of
                  Registrant's Principal Executive Offices)

                  THE GANNETT CO., INC. 401(K) SAVINGS PLAN
                              (Full Title of Plan)
                                --------------
                             THOMAS L. CHAPPLE, ESQ.
             Senior Vice President, General Counsel and Secretary
                                GANNETT CO., INC.
                              1100 Wilson Boulevard
                            Arlington, Virginia 22234
                                 (703) 284-6000
   (Name, Address, Including Zip Code, and Telephone Number, Including Area
                           Code, of Agent For Service)
                               ---------------

                          Copies of Communications to:

                            JOSEPH H. REYNOLDS, ESQ.
                       NIXON, HARGRAVE, DEVANS & DOYLE LLP
                       One Thomas Circle, N.W., Suite 700
                             Washington, D.C. 20005
                         Telephone Number: 202-457-5300
                               ----------------



<PAGE>


                                    - 2 -


                                    







                         CALCULATION OF REGISTRATION FEE

                                      Proposed     Proposed
                                      Maximum      Maximum
Title of             Amount           Offering     Aggregate    Amount of
Securities To        To Be            Price Per    Offering     Registration
Be Registered        Registered(4)    Share        Price        Fee


Common Stock(1)  4,000,000 shares    $63.16(2)    $252,640,000 $74,528.80
Interests in the Gannett Co.,  Inc. 401(k) Savings Plan(3)





   (1) In addition,  pursuant to Rule 416(c) under the  Securities  Act of 1933,
this Registration  Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
   (2) Calculated pursuant to Rule 457(h),  solely for the purpose of computing
the  registration  fee,  based on the average of the high and low prices for the
Common Stock as reported by the New York Stock Exchange on August 12, 1998.
   (3) Interests in the Gannett Co., Inc. 401(k) Savings Plan includes  related
interests in the Trust created  pursuant to the Plan. The amount of interests to
be registered and the proposed maximum  aggregate  offering price is included in
the information regarding Common Stock.
   (4)  As  permitted  by  Rule  429(b),  the  prospectus   contained  in  this
Registration  Statement is a combined  prospectus  which also covers  securities
covered by Registration Statement No. 33-35305.





<PAGE>
                                      -3-




PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The  documents  containing  the  information  specified  in Part I of this
Registration   Statement  will  be  sent  or  given  to  employees  eligible  to
participate  in the Plan as specified by Rule 428(b)(1) of the Securities Act of
1933, as amended.  Those  documents and the documents  incorporated by reference
into  this  Registration  Statement  pursuant  to  Item  3 of  Part  II of  this
Registration Statement,  taken together,  constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act of 1933, as amended.

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      Incorporated  herein by reference are (i) the  Company's  Annual Report on
Form 10-K for the fiscal  year  ended  December  28,  1997;  (ii) the  Company's
Quarterly  Reports on Form 10-Q for the  quarters  ended March 29, 1998 and June
28,  1998;  and  (iii)  the  description  of  the  Company's   Common  Stock  in
Registration Statement No. 33-35305 on Form S-8 filed June 8, 1990.

      All  documents  subsequently  filed by the  Company  pursuant  to Sections
13(a),  13(c),  14 or 15(d) of the  Securities  Exchange  Act of 1934 (the "1934
Act") after the date of this Registration Statement and prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.  Any statement  contained in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed  document  which  also is  incorporated  or deemed to be  incorporated  by
reference herein,  modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

      The  Company  will  provide  without  charge  to  each  person  to  whom a
Prospectus relating to this Registration Statement is delivered,  at the written
or  oral  request  of  such  person,  a copy  of any  and  all of the  documents
incorporated by reference  herein (other than exhibits to such documents  unless
such  exhibits are  specifically  incorporated  therein by  reference  into such
documents).  All  requests  for such copies  should be directed  to:  Secretary,
Gannett Co., Inc.,  1100 Wilson  Boulevard,  Arlington,  Virginia  22234,  (703)
284-6000.


ITEM 4.  DESCRIPTION OF SECURITIES.

      Not applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.




<PAGE>
                                      -4-




      The financial  statements  incorporated in this Registration  Statement by
reference  to the  Company's  Annual  Report  on Form  10-K for the  year  ended
December 28, 1997 have been so  incorporated  in reliance on the report of Price
Waterhouse LLP, independent accountants,  given on the authority of said firm as
experts in auditing and accounting.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section 145 of the Delaware  General  Corporation Law ("DGCL") permits the
Company to  indemnify  any director or officer of the Company  against  expenses
(including  attorneys' fees),  judgments,  fines and amounts paid in settlement,
incurred  in defense of any action  (other  than an action by or in the right of
the  Company)  arising by reason of the fact that he or she is or was an officer
or  director  of the Company if he or she acted in good faith and in a manner he
or she reasonably  believed to be in or not opposed to the best interests of the
Company  and,  with  respect  to  any  criminal  action  or  proceeding,  had no
reasonable  cause to believe his or her conduct was  unlawful.  Section 145 also
permits the Company to indemnify any such officer or director  against  expenses
incurred  in an action by or in the right of the  Company  if he or she acted in
good faith and in a manner he or she reasonably believed to be in or not opposed
to the best  interests  of the  Company,  except in  respect of any matter as to
which such person is adjudged to be liable to the Company. This statute requires
indemnification  of such officers and directors  against  expenses to the extent
they may be  successful  in  defending  any such  action.  The  statute  permits
purchase  of  liability  insurance  by the  Company  on behalf of  officers  and
directors, and the Company has purchased such insurance.

      Section 17 of Article II of the Company's By-Laws requires indemnification
to the fullest extent permitted under Delaware law of any person who is or was a
director or officer of the Company who is or was  involved or  threatened  to be
made so involved in any action,  suit or proceeding,  whether  criminal,  civil,
administrative  or  investigative,  by reason of the fact that such person is or
was serving as a director, officer or employee of the Company or any predecessor
of the  Company or was  serving at the  request  of the  Company as a  director,
officer or employee of any other enterprise.

      Section  102(b)(7) of the DGCL permits the inclusion of a provision in the
certificate of incorporation of each corporation organized  thereunder,  such as
the Company,  eliminating  or limiting,  with certain  exceptions,  the personal
liability  of a director to the  corporation  or its  stockholders  for monetary
damages  for  breach  of  fiduciary  duty as a  director.  Article  NINTH of the
Certificate  of  Incorporation  of  the  Company  eliminates  the  liability  of
directors to the extent permitted by Section 102(b)(7) of the DGCL.

      The  foregoing  statements  are  subject  to the  detailed  provisions  of
Sections 145 and 102(b)(7) of the DGCL, Section 17 of Article II of such By-Laws
and Article NINTH of such Certificate of Incorporation, as applicable.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.




<PAGE>
                                      -5-

 



      Not applicable.


ITEM 8.  EXHIBITS.

      23.   Consent of PricewaterhouseCoopers LLP


ITEM 9.  UNDERTAKINGS.

      (a)   The undersigned registrant hereby undertakes:

      (1) To file,  during any period in which offers or sales are being made of
      the  securities  registered  hereby,  a  post-effective  amendment to this
      registration statement:

            (i)   To include any prospectus required by Section 10(a)(3) of
            the Securities Act of 1933;

            (ii) To reflect in the  prospectus any facts or events arising after
            the effective date of the registration statement (or the most recent
            post-effective  amendment  thereof)  which,  individually  or in the
            aggregate,  represents a fundamental  change in the  information set
            forth in the registration statement;

            (iii) To include any material  information  with respect to the plan
            of  distribution  not  previously   disclosed  in  the  registration
            statement  or  any  material  change  to  such  information  in  the
            registration statement;

            Provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) do not
            apply if the  registration  statement  is on Form S-3,  Form S-8, or
            Form  F-3,  and  the  information  required  to  be  included  in  a
            post-effective   amendment  by  those  paragraphs  is  contained  in
            periodic  reports filed by the registrant  pursuant to Section 13 or
            Section 15(d) of the 1934 Act that are  incorporated by reference in
            the registration statement.

      (2)  That,  for  the  purpose  of  determining  any  liability  under  the
      Securities Act of 1933, each such post-effective amendment shall be deemed
      to be a new  registration  statement  relating to the  securities  offered
      therein,  and the offering of such securities at that time shall be deemed
      to be the initial bona fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment any
      of the securities  being registered which remain unsold at the termination
      of the offering.




                       


                                
<PAGE>
                                      -6-





      (b) The undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
1934 Act (and,  where  applicable,  each  filing of an employee  benefit  plan's
annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

      (c)  Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Company pursuant to the foregoing provisions,  or otherwise,  the
Company has been  advised  that in the opinion of the  Securities  and  Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities  Act of 1933 and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the Company of expenses  incurred or paid by a director,  officer or controlling
person  of the  Company  in  the  successful  defense  of any  action,  suit  or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

      (d) The  undersigned  registrant  has  submitted  the original plan to the
Internal  Revenue  Service  ("IRS") in a timely  manner and has made all changes
required by the IRS in order to qualify the plan. In addition,  the  undersigned
registrant  hereby undertakes to submit the plan as amended effective January 1,
1998 to the IRS in a timely manner and will make all changes required by the IRS
in order to qualify the plan, as amended.






<PAGE>
                                      -7-



 



                                   SIGNATURES


      The  Registrant.  Pursuant to the  requirements  of the  Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in Arlington, Virginia, on the 18th day of August, 1998.

                                       GANNETT CO., INC.


                                       By:   /s/  Douglas H. McCorkindale
                                             -----------------------------
                                            Douglas H. McCorkindale
                                            Vice Chairman and President

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the date indicated.

Signature                 Title                          Date


/s/  John J. Curley       Chairman, Chief Executive      August 18, 1998
----------------------
John J. Curley              Officer, Director


/s/ Douglas H. McCorkindale   Vice Chairman, President   August 18, 1998
---------------------------
Douglas H. McCorkindale


/s/ Larry F. Miller       Executive Vice President,      August 18, 1998
--------------------        Chief Financial Officer
Larry F. Miller             





<PAGE>
                                      -8-




                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS,  that each of the undersigned  constitutes
and appoints John J. Curley,  Douglas H. McCorkindale and Thomas L. Chapple, and
each of them, with full power to act without the others,  as said  undersigned's
true and lawful  attorney-in-fact  and  agent,  with full and  several  power of
substitution,  for said  undersigned and in said  undersigned's  name, place and
stead,  in any  and all  capacities,  to sign  any  and all  amendments  to this
Registration  Statement pursuant to the Securities Act of 1933, as amended,  and
to file the same with all exhibits  thereto,  and other  documents in connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the premises, as fully to all intents and purposes as said undersigned
might or could do in  person,  hereby  ratifying  and  conforming  all that said
attorneys-in-fact  and  agents  or any of them,  or their or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the date indicated.

Signature                        Title                   Date


 /s/  Meredith A. Brokaw         Director                August 18, 1998
-------------------------
Meredith A. Brokaw


 /s/ Peter B. Clark              Director                August 18, 1998
-------------------------
Peter B. Clark


 /s/ Stuart T. K. Ho             Director                August 18, 1998
--------------------------
Stuart T. K. Ho


 /s/ Drew Lewis                  Director                August 18, 1998
--------------------------
Drew Lewis


 /s/ Josephine P. Louis          Director                August 18, 1998
---------------------------
Josephine P. Louis





<PAGE>
                                      -9-




 /s/ Thomas A. Reynolds, Jr.     Director                August 18, 1998
----------------------------
Thomas A. Reynolds, Jr.


 /s/ Karen Hastie Williams       Director                August 18, 1998
--------------------------------
Karen Hastie Williams


                                                                        


<PAGE>


                                  EXHIBIT INDEX

      23.   Consent of PricewaterhouseCoopers LLP
[{"type": "S-8", "sequence": "1", "description": "401(K)", "secsgml_size_bytes": 18951}]
{"company-data": {"conformed-name": "GANNETT CO INC /DE/", "cik": "0000039899", "assigned-sic": "2711", "irs-number": "160442930", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61859", "film-number": "98694636"}, "business-address": {"street1": "1100 WILSON BLVD", "city": "ARLINGTON", "state": "VA", "zip": "22234", "phone": "7032846000"}, "mail-address": {"street1": "1100 WILSON BLVD 28TH FLOOR", "city": "ARLINGTON", "state": "VA", "zip": "22234"}}
As filed with the Securities and Exchange Commission on August 19, 1998    
Registration No. __-_____

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
                               ---------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933
                               ---------------

                                GANNETT CO., INC.
            (Exact Name of Registrant as Specified in Its Charter)

      Delaware                                        16-0442930
(State of Incorporation)                (I.R.S. Employer Identification No.)

                              1100 Wilson Boulevard
                            Arlington, Virginia 22234
                                (703) 284-6000
 (Address, Including Zip Code, and Telephone Number, Including Area Code, of
                  Registrant's Principal Executive Offices)

                  THE GANNETT CO., INC. 401(K) SAVINGS PLAN
                              (Full Title of Plan)
                                --------------
                             THOMAS L. CHAPPLE, ESQ.
             Senior Vice President, General Counsel and Secretary
                                GANNETT CO., INC.
                              1100 Wilson Boulevard
                            Arlington, Virginia 22234
                                 (703) 284-6000
   (Name, Address, Including Zip Code, and Telephone Number, Including Area
                           Code, of Agent For Service)
                               ---------------

                          Copies of Communications to:

                            JOSEPH H. REYNOLDS, ESQ.
                       NIXON, HARGRAVE, DEVANS & DOYLE LLP
                       One Thomas Circle, N.W., Suite 700
                             Washington, D.C. 20005
                         Telephone Number: 202-457-5300
                               ----------------
- 2 -

                                    

                         CALCULATION OF REGISTRATION FEE

                                      Proposed     Proposed
                                      Maximum      Maximum
Title of             Amount           Offering     Aggregate    Amount of
Securities To        To Be            Price Per    Offering     Registration
Be Registered        Registered(4)    Share        Price        Fee

Common Stock(1)  4,000,000 shares    $63.16(2)    $252,640,000 $74,528.80
Interests in the Gannett Co.,  Inc. 401(k) Savings Plan(3)

   (1) In addition,  pursuant to Rule 416(c) under the  Securities  Act of 1933,
this Registration  Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
   (2) Calculated pursuant to Rule 457(h),  solely for the purpose of computing
the  registration  fee,  based on the average of the high and low prices for the
Common Stock as reported by the New York Stock Exchange on August 12, 1998.
   (3) Interests in the Gannett Co., Inc. 401(k) Savings Plan includes  related
interests in the Trust created  pursuant to the Plan. The amount of interests to
be registered and the proposed maximum  aggregate  offering price is included in
the information regarding Common Stock.
   (4)  As  permitted  by  Rule  429(b),  the  prospectus   contained  in  this
Registration  Statement is a combined  prospectus  which also covers  securities
covered by Registration Statement No. 33-35305.
-3-

PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The  documents  containing  the  information  specified  in Part I of this
Registration   Statement  will  be  sent  or  given  to  employees  eligible  to
participate  in the Plan as specified by Rule 428(b)(1) of the Securities Act of
1933, as amended.  Those  documents and the documents  incorporated by reference
into  this  Registration  Statement  pursuant  to  Item  3 of  Part  II of  this
Registration Statement,  taken together,  constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act of 1933, as amended.

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      Incorporated  herein by reference are (i) the  Company's  Annual Report on
Form 10-K for the fiscal  year  ended  December  28,  1997;  (ii) the  Company's
Quarterly  Reports on Form 10-Q for the  quarters  ended March 29, 1998 and June
28,  1998;  and  (iii)  the  description  of  the  Company's   Common  Stock  in
Registration Statement No. 33-35305 on Form S-8 filed June 8, 1990.

      All  documents  subsequently  filed by the  Company  pursuant  to Sections
13(a),  13(c),  14 or 15(d) of the  Securities  Exchange  Act of 1934 (the "1934
Act") after the date of this Registration Statement and prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.  Any statement  contained in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed  document  which  also is  incorporated  or deemed to be  incorporated  by
reference herein,  modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

      The  Company  will  provide  without  charge  to  each  person  to  whom a
Prospectus relating to this Registration Statement is delivered,  at the written
or  oral  request  of  such  person,  a copy  of any  and  all of the  documents
incorporated by reference  herein (other than exhibits to such documents  unless
such  exhibits are  specifically  incorporated  therein by  reference  into such
documents).  All  requests  for such copies  should be directed  to:  Secretary,
Gannett Co., Inc.,  1100 Wilson  Boulevard,  Arlington,  Virginia  22234,  (703)
284-6000.

ITEM 4.  DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
-4-

      The financial  statements  incorporated in this Registration  Statement by
reference  to the  Company's  Annual  Report  on Form  10-K for the  year  ended
December 28, 1997 have been so  incorporated  in reliance on the report of Price
Waterhouse LLP, independent accountants,  given on the authority of said firm as
experts in auditing and accounting.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section 145 of the Delaware  General  Corporation Law ("DGCL") permits the
Company to  indemnify  any director or officer of the Company  against  expenses
(including  attorneys' fees),  judgments,  fines and amounts paid in settlement,
incurred  in defense of any action  (other  than an action by or in the right of
the  Company)  arising by reason of the fact that he or she is or was an officer
or  director  of the Company if he or she acted in good faith and in a manner he
or she reasonably  believed to be in or not opposed to the best interests of the
Company  and,  with  respect  to  any  criminal  action  or  proceeding,  had no
reasonable  cause to believe his or her conduct was  unlawful.  Section 145 also
permits the Company to indemnify any such officer or director  against  expenses
incurred  in an action by or in the right of the  Company  if he or she acted in
good faith and in a manner he or she reasonably believed to be in or not opposed
to the best  interests  of the  Company,  except in  respect of any matter as to
which such person is adjudged to be liable to the Company. This statute requires
indemnification  of such officers and directors  against  expenses to the extent
they may be  successful  in  defending  any such  action.  The  statute  permits
purchase  of  liability  insurance  by the  Company  on behalf of  officers  and
directors, and the Company has purchased such insurance.

      Section 17 of Article II of the Company's By-Laws requires indemnification
to the fullest extent permitted under Delaware law of any person who is or was a
director or officer of the Company who is or was  involved or  threatened  to be
made so involved in any action,  suit or proceeding,  whether  criminal,  civil,
administrative  or  investigative,  by reason of the fact that such person is or
was serving as a director, officer or employee of the Company or any predecessor
of the  Company or was  serving at the  request  of the  Company as a  director,
officer or employee of any other enterprise.

      Section  102(b)(7) of the DGCL permits the inclusion of a provision in the
certificate of incorporation of each corporation organized  thereunder,  such as
the Company,  eliminating  or limiting,  with certain  exceptions,  the personal
liability  of a director to the  corporation  or its  stockholders  for monetary
damages  for  breach  of  fiduciary  duty as a  director.  Article  NINTH of the
Certificate  of  Incorporation  of  the  Company  eliminates  the  liability  of
directors to the extent permitted by Section 102(b)(7) of the DGCL.

      The  foregoing  statements  are  subject  to the  detailed  provisions  of
Sections 145 and 102(b)(7) of the DGCL, Section 17 of Article II of such By-Laws
and Article NINTH of such Certificate of Incorporation, as applicable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
-5-

 

      Not applicable.

ITEM 8.  EXHIBITS.

      23.   Consent of PricewaterhouseCoopers LLP

ITEM 9.  UNDERTAKINGS.

      (a)   The undersigned registrant hereby undertakes:

      (1) To file,  during any period in which offers or sales are being made of
      the  securities  registered  hereby,  a  post-effective  amendment to this
      registration statement:

            (i)   To include any prospectus required by Section 10(a)(3) of
            the Securities Act of 1933;

            (ii) To reflect in the  prospectus any facts or events arising after
            the effective date of the registration statement (or the most recent
            post-effective  amendment  thereof)  which,  individually  or in the
            aggregate,  represents a fundamental  change in the  information set
            forth in the registration statement;

            (iii) To include any material  information  with respect to the plan
            of  distribution  not  previously   disclosed  in  the  registration
            statement  or  any  material  change  to  such  information  in  the
            registration statement;

            Provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) do not
            apply if the  registration  statement  is on Form S-3,  Form S-8, or
            Form  F-3,  and  the  information  required  to  be  included  in  a
            post-effective   amendment  by  those  paragraphs  is  contained  in
            periodic  reports filed by the registrant  pursuant to Section 13 or
            Section 15(d) of the 1934 Act that are  incorporated by reference in
            the registration statement.

      (2)  That,  for  the  purpose  of  determining  any  liability  under  the
      Securities Act of 1933, each such post-effective amendment shall be deemed
      to be a new  registration  statement  relating to the  securities  offered
      therein,  and the offering of such securities at that time shall be deemed
      to be the initial bona fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment any
      of the securities  being registered which remain unsold at the termination
      of the offering.
-6-

      (b) The undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
1934 Act (and,  where  applicable,  each  filing of an employee  benefit  plan's
annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

      (c)  Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Company pursuant to the foregoing provisions,  or otherwise,  the
Company has been  advised  that in the opinion of the  Securities  and  Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities  Act of 1933 and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the Company of expenses  incurred or paid by a director,  officer or controlling
person  of the  Company  in  the  successful  defense  of any  action,  suit  or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

      (d) The  undersigned  registrant  has  submitted  the original plan to the
Internal  Revenue  Service  ("IRS") in a timely  manner and has made all changes
required by the IRS in order to qualify the plan. In addition,  the  undersigned
registrant  hereby undertakes to submit the plan as amended effective January 1,
1998 to the IRS in a timely manner and will make all changes required by the IRS
in order to qualify the plan, as amended.
-7-

 

                                   SIGNATURES

      The  Registrant.  Pursuant to the  requirements  of the  Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in Arlington, Virginia, on the 18th day of August, 1998.

                                       GANNETT CO., INC.

                                       By:   /s/  Douglas H. McCorkindale
                                             -----------------------------
                                            Douglas H. McCorkindale
                                            Vice Chairman and President

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the date indicated.

Signature                 Title                          Date

/s/  John J. Curley       Chairman, Chief Executive      August 18, 1998
----------------------
John J. Curley              Officer, Director

/s/ Douglas H. McCorkindale   Vice Chairman, President   August 18, 1998
---------------------------
Douglas H. McCorkindale

/s/ Larry F. Miller       Executive Vice President,      August 18, 1998
--------------------        Chief Financial Officer
Larry F. Miller
-8-

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS,  that each of the undersigned  constitutes
and appoints John J. Curley,  Douglas H. McCorkindale and Thomas L. Chapple, and
each of them, with full power to act without the others,  as said  undersigned's
true and lawful  attorney-in-fact  and  agent,  with full and  several  power of
substitution,  for said  undersigned and in said  undersigned's  name, place and
stead,  in any  and all  capacities,  to sign  any  and all  amendments  to this
Registration  Statement pursuant to the Securities Act of 1933, as amended,  and
to file the same with all exhibits  thereto,  and other  documents in connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the premises, as fully to all intents and purposes as said undersigned
might or could do in  person,  hereby  ratifying  and  conforming  all that said
attorneys-in-fact  and  agents  or any of them,  or their or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the date indicated.

Signature                        Title                   Date

 /s/  Meredith A. Brokaw         Director                August 18, 1998
-------------------------
Meredith A. Brokaw

 /s/ Peter B. Clark              Director                August 18, 1998
-------------------------
Peter B. Clark

 /s/ Stuart T. K. Ho             Director                August 18, 1998
--------------------------
Stuart T. K. Ho

 /s/ Drew Lewis                  Director                August 18, 1998
--------------------------
Drew Lewis

 /s/ Josephine P. Louis          Director                August 18, 1998
---------------------------
Josephine P. Louis
-9-

 /s/ Thomas A. Reynolds, Jr.     Director                August 18, 1998
----------------------------
Thomas A. Reynolds, Jr.

 /s/ Karen Hastie Williams       Director                August 18, 1998
--------------------------------
Karen Hastie Williams
EXHIBIT INDEX

      23.   Consent of PricewaterhouseCoopers LLP