As filed with the Securities and Exchange Commission on October 19, 2000
                                                Registration No. 333-_______

------------------------------------------------------------------------------

                     U.S. 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)

                            CENTRAL NEWSPAPERS, INC.
                                SAVINGS PLUS PLAN
                            (Full Title of the 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 to:

                            Joseph H. Reynolds, Esq.
                                Nixon Peabody LLP
                        401 Ninth Street N.W., Suite 900
                             Washington, D.C. 20004
                              Tel.: (202) 585-8000
                               Fax: (202) 585-8080

                                 --------------
       Approximate date of proposed offering: As soon as practicable after
                 effective date of this registration statement.

<PAGE>


<TABLE>
<CAPTION>


                         CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------------------------------------
<S>                          <C>                 <C>                   <C>                     <C>
                                                 Proposed              Proposed
Title of                     Amount              Maximum               Maximum                 Amount of
Securities To                To Be               Offering Price        Aggregate               Registration
Be Registered                Registered          Per Share(1)          Offering Price          Fee
-------------------------------------------------------------------------------------------------------------
Common Stock                 40,000              $51.10                $2,044,000              $539.62
-------------------------------------------------------------------------------------------------------------

(1)      Estimated  solely for the purpose of determining the  registration  fee
         pursuant  to Rule  457(h)  based  upon the  average of the high and low
         prices  of  Gannett  Common  Stock  as  reported  in  the  consolidated
         reporting system for October 17, 2000.


</TABLE>

<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The documents containing information required by Part I of Form S-8
will be sent or given to employees eligible to participate in the Central
Newspapers, Inc. Savings Plus Plan ("Plan") as specified by Rule 428(b)(1) of
the Securities Act of 1933. Those documents and the documents incorporated by
reference into this Registration Statement pursuant to Item 3 of Part II, 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.
             ----------------------------------------

     The following reports of Gannett Co., Inc. ("Company") are incorporated by
     reference:

         o   Annual Report on Form 10-K for the fiscal year ended December 26,
             1999;

         o   Quarterly Reports on Form 10-Q for the quarters ended March 26,
             2000 and June 25, 2000; and

         o   Current  Reports on Form 8-K dated  February 15, May 2, July 3, and
             August 15, 2000 and Current  Report on Form 8-K/A dated October 16,
             2000.

         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 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 any unsold securities, 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 (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.


<PAGE>


ITEM 4.      DESCRIPTION OF SECURITIES.
             --------------------------

         Not applicable.

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

         Certain legal matters in connection with this offering will be passed
upon by Nixon Peabody LLP, counsel for the Company.

         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 26, 1999 and by reference to the Company's Form 8-K/A dated October 16,
2000 have been incorporated in reliance on the reports of PricewaterhouseCoopers
LLP, independent accountants, on the authority of that 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 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.


                                      -2-

<PAGE>


         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.
             ------------------------------------

         Not applicable.

ITEM 8.      EXHIBITS.
             ---------

         5.       Opinion and consent of Nixon Peabody LLP

         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 (1)(i) and (1)(ii) do not
                  apply if the registration statement is on Form S-3 or Form S-8
                  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 Securities Exchange Act of 1934
                  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


                                      -3-

<PAGE>


         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.

         (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
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.


                                      -4-

<PAGE>


                                   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 17th day of October 2000.

                                             GANNETT CO., INC.

                                             By: /S/ Douglas H. McCorkindale
                                                --------------------------------
                                                Douglas H. McCorkindale
                                                Vice Chairman, Chief Executive
                                                Officer 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, Director                October 17, 2000
---------------------------
John J. Curley


/S/ Douglas H. McCorkindale   Vice Chairman Chief Executive
---------------------------   Officer and President, Director   October 17, 2000
Douglas H. McCorkindale


/S/ Larry F. Miller           Executive Vice President and      October 17, 2000
---------------------------   Chief Financial Officer
Larry F. Miller


         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

                                      -5-


<PAGE>

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/ H. Jesse Arnelle              Director                      October 17, 2000
---------------------------
H. Jesse Arnelle


/S/ Meredith A. Brokaw            Director                      October 17, 2000
---------------------------
Meredith A. Brokaw


/S/ Stuart T. K. Ho               Director                      October 17, 2000
---------------------------
Stuart T. K. Ho


/S/ Drew Lewis                    Director                      October 17, 2000
---------------------------
Drew Lewis


/S/ Samual J. Palmisano           Director                      October 17, 2000
---------------------------
Samuel J. Palmisano


/S/ Karen Hastie Williams         Director                      October 17, 2000
---------------------------
Karen Hastie Williams


53624


                                      -6-

<PAGE>


                                  EXHIBIT INDEX

         5.       Opinion and consent of Nixon Peabody LLP

         23.      Consent of PricewaterhouseCoopers LLP
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 18911}]
{"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": "333-48202", "film-number": "742453"}, "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 October 19, 2000
                                                Registration No. 333-_______

------------------------------------------------------------------------------

                     U.S. 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)

                            CENTRAL NEWSPAPERS, INC.
                                SAVINGS PLUS PLAN
                            (Full Title of the 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 to:

                            Joseph H. Reynolds, Esq.
                                Nixon Peabody LLP
                        401 Ninth Street N.W., Suite 900
                             Washington, D.C. 20004
                              Tel.: (202) 585-8000
                               Fax: (202) 585-8080

                                 --------------
       Approximate date of proposed offering: As soon as practicable after
                 effective date of this registration statement.
CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------------------------------------
Proposed              Proposed
Title of                     Amount              Maximum               Maximum                 Amount of
Securities To                To Be               Offering Price        Aggregate               Registration
Be Registered                Registered          Per Share(1)          Offering Price          Fee
-------------------------------------------------------------------------------------------------------------
Common Stock                 40,000              $51.10                $2,044,000              $539.62
-------------------------------------------------------------------------------------------------------------

(1)      Estimated  solely for the purpose of determining the  registration  fee
         pursuant  to Rule  457(h)  based  upon the  average of the high and low
         prices  of  Gannett  Common  Stock  as  reported  in  the  consolidated
         reporting system for October 17, 2000.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The documents containing information required by Part I of Form S-8
will be sent or given to employees eligible to participate in the Central
Newspapers, Inc. Savings Plus Plan ("Plan") as specified by Rule 428(b)(1) of
the Securities Act of 1933. Those documents and the documents incorporated by
reference into this Registration Statement pursuant to Item 3 of Part II, 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.
             ----------------------------------------

     The following reports of Gannett Co., Inc. ("Company") are incorporated by
     reference:

         o   Annual Report on Form 10-K for the fiscal year ended December 26,
             1999;

         o   Quarterly Reports on Form 10-Q for the quarters ended March 26,
             2000 and June 25, 2000; and

         o   Current  Reports on Form 8-K dated  February 15, May 2, July 3, and
             August 15, 2000 and Current  Report on Form 8-K/A dated October 16,
             2000.

         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 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 any unsold securities, 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 (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.
             ---------------------------------------

         Certain legal matters in connection with this offering will be passed
upon by Nixon Peabody LLP, counsel for the Company.

         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 26, 1999 and by reference to the Company's Form 8-K/A dated October 16,
2000 have been incorporated in reliance on the reports of PricewaterhouseCoopers
LLP, independent accountants, on the authority of that 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 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.

                                      -2-
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.
             ------------------------------------

         Not applicable.

ITEM 8.      EXHIBITS.
             ---------

         5.       Opinion and consent of Nixon Peabody LLP

         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 (1)(i) and (1)(ii) do not
                  apply if the registration statement is on Form S-3 or Form S-8
                  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 Securities Exchange Act of 1934
                  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

                                      -3-
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.

         (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
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.

                                      -4-
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 17th day of October 2000.

                                             GANNETT CO., INC.

                                             By: /S/ Douglas H. McCorkindale
                                                --------------------------------
                                                Douglas H. McCorkindale
                                                Vice Chairman, Chief Executive
                                                Officer 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, Director                October 17, 2000
---------------------------
John J. Curley

/S/ Douglas H. McCorkindale   Vice Chairman Chief Executive
---------------------------   Officer and President, Director   October 17, 2000
Douglas H. McCorkindale

/S/ Larry F. Miller           Executive Vice President and      October 17, 2000
---------------------------   Chief Financial Officer
Larry F. Miller

         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

                                      -5-
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/ H. Jesse Arnelle              Director                      October 17, 2000
---------------------------
H. Jesse Arnelle

/S/ Meredith A. Brokaw            Director                      October 17, 2000
---------------------------
Meredith A. Brokaw

/S/ Stuart T. K. Ho               Director                      October 17, 2000
---------------------------
Stuart T. K. Ho

/S/ Drew Lewis                    Director                      October 17, 2000
---------------------------
Drew Lewis

/S/ Samual J. Palmisano           Director                      October 17, 2000
---------------------------
Samuel J. Palmisano

/S/ Karen Hastie Williams         Director                      October 17, 2000
---------------------------
Karen Hastie Williams

53624

                                      -6-
EXHIBIT INDEX

         5.       Opinion and consent of Nixon Peabody LLP

         23.      Consent of PricewaterhouseCoopers LLP