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<SEC-DOCUMENT>0000902664-98-000153.txt : 19980518
<SEC-HEADER>0000902664-98-000153.hdr.sgml : 19980518
ACCESSION NUMBER:		0000902664-98-000153
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		19980515
SROS:			NYSE

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NEW YORK TIMES CO
		CENTRAL INDEX KEY:			0000071691
		STANDARD INDUSTRIAL CLASSIFICATION:	NEWSPAPERS:  PUBLISHING OR PUBLISHING & PRINTING [2711]
		IRS NUMBER:				131102020
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		
		SEC FILE NUMBER:	005-13851
		FILM NUMBER:		98626294

	BUSINESS ADDRESS:	
		STREET 1:		229 W 43RD ST
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10036
		BUSINESS PHONE:		2125561234

	MAIL ADDRESS:	
		STREET 1:		229 W 43RD STREET
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10036

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			HEISKELL MARIAN S
		CENTRAL INDEX KEY:			0001028882
		STANDARD INDUSTRIAL CLASSIFICATION:	 []

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		229 W 43RD ST ROOM 1031
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10036
		BUSINESS PHONE:		2125561750

	MAIL ADDRESS:	
		STREET 2:		229 W 43RD ST ROOM 1031
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10036
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<TEXT>



                              UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                              SCHEDULE 13D/A

                 Under the Securities Exchange Act of 1934
                            (Amendment No. 4)*

                        THE NEW YORK TIMES COMPANY
- ------------------------------------------------------------------------
                            (Name of Issuer)

                    Class A Common Stock of $0.10 par value
- ------------------------------------------------------------------------
                        (Title of Class of Securities)

                                 650111 10 7
- ------------------------------------------------------------------------
                               (CUSIP Number)

                             Peter A. Nussbaum
                          Schulte Roth & Zabel LLP
                             900 Third Avenue
                          New York, New York 10022
                            (212) 756-2565
- ------------------------------------------------------------------------
           (Name, Address and Telephone Number of Person Authorized
                 to Receive Notices and Communications)

                              May 13, 1998
- ------------------------------------------------------------------------
        (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to 
report the acquisition which is the subject of this Schedule 13D, and is 
filing this schedule because of Rule 13d-1(e), 13(d)-1(f) or 13(d)-1(g), check 
the following box { }. 


*The remainder of this cover page shall be filled out for a reporting person's 
initial filing on this form with respect to the subject class of securities, 
and for any subsequent amendment containing information which would alter 
disclosures provided in a prior cover page. 







                              (Page 1 of 23 Pages)

<PAGE>



CUSIP No. 650111 10 7

1     NAME OF REPORTING PERSON:  MARIAN S. HEISKELL
      I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
      Not Applicable

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:    (a)     {x}
                                                           (b)     { }

3      SEC USE ONLY

4      SOURCE OF FUNDS:  Not Applicable

5      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
       PURSUANT TO ITEMS 2(d) or 2(e)                               {  }

6      CITIZENSHIP OR PLACE OF ORGANIZATION:  United States

       NUMBER OF       7   SOLE VOTING POWER:          2,298,085 shares*
       SHARES
       BENEFICIALLY    8   SHARED VOTING POWER:        3,770,476 shares**
       OWNED BY EACH
       REPORTING       9   SOLE DISPOSITIVE POWER:     2,298,085 shares*
       PERSON WITH
                      10   SHARED DISPOSITIVE POWER:   3,770,476 shares**

11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
       6,068,561 shares

12     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 
       CERTAIN SHARES                                               {  }

13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):  6.34%

14     TYPE OF REPORTING PERSON:  IN

____________________
*      Includes 4,000 shares issuable upon exercise of director stock options 
       and 1,485 shares issuable upon conversion of 1,485 shares of Class B 
       Common Stock.
**     Includes 369,405 shares issuable upon conversion of 369,405 shares of 
       Class B Common Stock.








                              (Page 2 of 23 Pages)

<PAGE>


          This Amendment No. 4 to the Statement on Schedule 13D of Marian S. 
Heiskell ("Mrs. Heiskell") dated June 11, 1990 is being filed to report, among 
other things, (i) the transfer by Mrs. Heiskell of 160,000 shares of Class A 
Common Stock, $0.10 par value per share (the "Class A Stock") of The New York 
Times Company (the "Company") to The Marian S. Heiskell 1998 Family Trust (the 
"Family Trust"), (ii) the sale of an aggregate of 270,000 shares of Class A 
Stock, including 110,000 shares of Class A Stock held by Mrs. Heiskell and 
160,000 shares of Class A Stock held by the Family Trust, (iii) the 
contribution by Mrs. Heiskell of 650,000 shares of Class A Stock to DRY N 
HIGH, L.P. ("Dry N High"), a newly formed limited partnership, which is 
indirectly controlled by Marujupu, L.L.C. ("Marujupu") and whose limited 
partners at the present time are Mrs. Heiskell and the Family Trust, (iv) the 
contribution by Mrs. Heiskell of 1,000 shares of Class A Stock to HIGH N DRY, 
L.L.C. ("High N Dry"), a newly formed limited liability company which is the 
general partner of Dry N High, and of which the managing member is Marujupu, 
(v) the contribution by Mrs. Heiskell of 100 shares of Class A Stock to 
Marujupu, and (vi) the contributions, similar to those set forth in clauses 
(iii), (iv), and (v) above, of Class A Stock by each of the other three 
children of Iphigene Ochs Sulzberger: Arthur Ochs Sulzberger ("Mr. 
Sulzberger"), Ruth S. Holmberg ("Mrs. Holmberg") and Judith P. Sulzberger 
("Dr. Sulzberger", and collectively with Mr. Sulzberger, Mrs. Holmberg, and 
Dr. Sulzberger the "Third Generation") each to a separate limited partnership 
(similar to Dry N High) of which such member of the Third Generation is a 
limited partner, to a limited liability company(similar to High N Dry) which 
is the general partner of such limited partnership, and to Marujupu.

Item 2.  Identity and Background.

PARAGRAPH (C) OF ITEM 2 IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY AS 
FOLLOWS:

          (c)   Mrs. Heiskell's present principal occupation is director of 
various charitable organizations.

Item 4.   Purpose of Transaction.

ITEM 4 OF THIS STATEMENT IS HEREBY AMENDED BY ADDING THE FOLLOWING:

           Except as set forth in Item 6 of Amendment No. 3 to this Statement 
and as set forth below, Mrs. Heiskell currently has no plan or proposal, as a 
shareholder of the Company, which relates to or would result in:

          (a)   the acquisition by any person of additional securities of the 
Company, or the disposition of securities of the Company; 

          (b)   an extraordinary corporate transaction, such as a merger, 
reorganization, or liquidation, involving the Company or any of its 
subsidiaries; 

                              (Page 3 of 23 Pages)

<PAGE>



          (c)   a sale or transfer of a material amount of the assets of the 
Company or any of its subsidiaries;

          (d)   any change in the present board of directors or management of 
the Company, including any plan or proposals to change the number or term of 
directors or to fill any existing vacancies on the board; 

          (e)   any material change in the present capitalization or dividend 
policy of the Company; 

          (f)   any other material change in the Company's business or 
corporate structure; 

          (g)   changes in the Company's charter or by-laws or other actions 
which may impede the acquisition of control of the Company by any person; 

          (h)   causing a class of securities of the Company to be delisted 
from a national securities exchange or to cease to be authorized to be quoted 
in an inter-dealer quotation system of a registered national securities 
association; 

          (i)   a class of equity securities of the Company becoming eligible 
for termination of registration pursuant to Section 12(g)(4) of the Securities 
Exchange Act of 1934 (the "Exchange Act"); or 

          (j)   any action similar to any of those enumerated above. 

Mrs. Heiskell may, in the future, acquire or transfer (by gift or otherwise) 
additional securities of the Company for family financial planning, charitable 
and other purposes.

Item 5.     Interest in Securities of the Issuer.

ITEM 5 OF THIS STATEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS 
ENTIRETY AS FOLLOWS:

            (a) and (b) Mrs. Heiskell is the direct beneficial owner of, and 
has sole voting and dispositive power with respect to, 2,298,085 shares of 
Class A Stock, including (i) 1,485 shares issuable upon the conversion of 
1,485 shares of Class B Stock held by her, and (ii) 4,000 shares issuable upon 
the exercise of options granted under the Company's stock option plans, 
representing an aggregate of approximately 2.40% of the outstanding shares of 
Class A stock.*
______________
*     Except as set forth in note ** below, all percentages of outstanding 
Class A Stock herein are based on the 95,403,489 shares of Class A Stock shown 
as outstanding as of May 3, 1998, in the Company's Quarterly Report on Form 
10-Q for the fiscal quarter ended March 29, 1998, plus those unissued shares 
which Mrs. Heiskell and entities under her control have the right to acquire 
upon exercise of options or conversion of Class B Stock, as described in this 
Item 5.
                              (Page 4 of 23 Pages)
<PAGE>


           Mrs. Heiskell is also (i) a co-trustee of a trust that holds 14,403 
shares of Class A Stock, as to which shares she shares voting and dispositive 
power with Mr. Sulzberger, as co-trustee, and (ii) an officer and director of 
The Sulzberger Foundation, Inc. (the "Foundation"), which holds 56,518 shares 
of Class A Stock, or approximately 0.06% of the outstanding shares of Class A 
Stock, as to which shares Mrs. Heiskell shares voting and dispositive power 
with Mr. Sulzberger, Mrs. Holmberg and Dr. Sulzberger, all of whom are 
officers and directors of the Foundation.

          Mrs. Heiskell is a co-trustee of the 1997 Trust (See Amendment No. 3 
to this Statement for a description), which holds 1,069,405 shares of Class A 
Stock (including 369,405 shares issuable upon the conversion of 369,405 shares 
of Class B Stock also owned by the 1997 Trust), representing approximately 
1.12% of the outstanding shares of Class A Stock, as to which Mrs. Heiskell 
shares voting and dispositive power with Mrs. Holmberg, Mr. Sulzberger, Dr. 
Sulzberger, and Dr. Dolnick, as co-trustee with them of the 1997 Trust.

          Mrs. Heiskell is a member of Marujupu, the other members of which 
are the three other members of the Third Generation.  On May 11, 1998, Mrs. 
Heiskell and the other members of the Third Generation each transferred 100 
shares of Class A Stock to Marujupu.  On May 12, 1998, Marujupu transferred 
100 shares to High N Dry on May 11, 1998.  Mrs. Heiskell also transferred 
1,000 shares of Class A Stock to High N Dry on May 11, 1998 and Mrs. 
Heiskell's children transferred an aggregate of 2,000 shares of Class A Stock 
to High N Dry.  On May 12, 1998, High N Dry contributed 3,100 shares of Class 
A Stock to Dry N High, in exchange for a general partnership interest in Dry N 
High and Mrs. Heiskell contributed 650,000 shares of Class A Stock to Dry N 
High in exchange for a limited partnership interest in Dry N High.  
Mrs. Heiskell sold a portion of her limited partnership interest in Dry N High 
to the Family Trust.  The other 300 shares of Class A Stock held by Marujupu 
were similarly contributed to three other limited partnerships (similar to Dry 
N High) organized by the other members of the Third Generation (100 shares to 
each), which hold an aggregate of 1,977,050 shares of Class A Stock (such 
shares having been similarly contributed by the other members of the Third 
Generation and their children).  Therefore, Mrs. Heiskell shares voting and 
dispositive power with Mrs. Holmberg, Mr. Sulzberger, and Dr. Sulzberger as 
members of Marujupu over an aggregate of 2,630,150 shares of Class A Stock, 
representing approximately 2.75% of the outstanding shares of Class A Stock.

          In summary of the foregoing, Mrs. Heiskell is the direct or indirect 
beneficial owner in the aggregate of 6,068,561 shares of Class A Stock, 
representing approximately 6.34% of the outstanding shares of Class A Stock.

          By virtue of their being co-trustees of the 1997 Trust, 
Mr. Sulzberger, Mrs. Holmberg, Mrs. Heiskell, Dr. Sulzberger and Dr. Dolnick 
could be deemed to comprise a "group" within the meaning of Section 13(d)(3) 
of the Exchange Act and Rule 13d-5(b) thereunder.  In addition, by virtue of 
their being members of Marujupu, Mr. Sulzberger, Mrs. Holmberg, Mrs. Heiskell 
and Dr. Sulzberger, could be deemed to comprise a "group" within the meaning 
of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b) thereunder.  Apart

                             (Page 5 of 23 Pages)
<PAGE>


from the shared beneficial ownership with Mrs. Heiskell by Mrs. Holmberg, 
Mr. Sulzberger, Dr. Sulzberger and Dr. Dolnick of the 1,069,405 shares of 
Class A Stock held by the 1997 Trust and apart from the shared beneficial 
ownership (as members of Marujupu) with Mrs. Heiskell by Mrs. Holmberg, 
Mr. Sulzberger and Dr. Sulzberger of the 2,630,150 shares of Class A Stock: 
               1.  Mrs. Holmberg (a) is the direct beneficial owner of,
          and has sole voting and dispositive power with respect to,
          2,972,462 shares of Class A Stock, including 1,185 shares 
          issuable upon the conversion of 1,185 shares of Class B Stock 
          held by her and 6,000 shares issuable upon the exercise of 
          options granted under the Company's stock option plans, 
          (b) shares voting and dispositive power with her husband,
          A. William Holmberg, with respect to 5,040 shares of Class A 
          Stock held by three trusts of which they are co-trustees, and 
          (c) shares voting and dispositive power with Mrs. Heiskell, 
          Mr. Sulzberger and Dr. Sulzberger with respect to the 56,518 
          shares of Class A Stock held by the Foundation; 

               2.  Mr. Sulzberger (a) is the direct beneficial owner 
          of, and has sole voting and dispositive power with respect 
          to, 3,144,601 shares of Class A Stock, including (i) 1,785 
          shares issuable upon the conversion of 1,785 shares of Class 
          B Stock held by him, and (ii) 271,638 shares issuable upon 
          the exercise of options granted under the Company's stock 
          option plans, (b) has sole voting and dispositive power with 
          respect to 750,000 shares of Class A Stock held by a trust 
          of which he is the sole trustee, (c) shares voting and 
          dispositive power with Mrs. Heiskell with respect to 14,403 
          shares of Class A Stock held by a trust of which they are 
          co-trustees and (d) shares voting and dispositive power with 
          Mrs. Heiskell, Mrs. Holmberg and Dr. Sulzberger with respect 
          to the 56,518 shares of Class A Stock held by the Foundation

               3.  Dr. Sulzberger (a) is the direct beneficial owner of,
          and has sole voting and dispositive power with respect to, 
          2,969,082 shares of Class A Stock, including 1,185 
          shares issuable upon the conversion of 1,185 shares of Class B 
          Stock held by her and 6,000 shares of Class A Stock issuable 
          upon the exercise of options granted under the Company's stock 
          option plans, and (b) shares voting and dispositive power with 
          Mr. Sulzberger, Mrs. Heiskell and Mrs. Holmberg with respect 
          to the 56,518 shares of Class A Stock held by the Foundation; 
          and

               4.  Dr. Dolnick (a) has sole voting power with respect to 
          564 shares of Class A Stock held by the Golden Family
          Charitable Fund, Inc., (b) has sole voting and dispositive
          power with respect to an aggregate of 12,254 shares of Class A 
          Stock held by two trusts of which Dr. Dolnick is the sole 
          trustee (Dr. Dolnick disclaims beneficial ownership of these

                              (Page 6 of 23 Pages)
<PAGE>


          shares), and (c) shares voting and dispositive power with her
          husband, Edward Dolnick, as joint holder with him, of 9,420
          shares of Class A Stock, including 559 shares issuable
          upon the conversion of 559 shares of Class B Stock jointly held 
          by them. 

          In summary of the foregoing, the "group" comprised of Mrs. Holmberg, 
Mr. Sulzberger, Mrs. Heiskell, Dr. Sulzberger and Dr. Dolnick is the 
beneficial owner in the aggregate of 15,931,420 shares of Class A Stock, 
representing approximately 16.58%** of the outstanding shares of Class A 
Stock, which shares include 375,604 shares issuable upon the conversion of an 
aggregate of 375,604 shares of Class B Stock held by the group members 
individually and by the 1997 Trust, and 283,638 shares issuable upon the 
exercise of options granted under the Company's stock option plans.

            The business address of Mr. Sulzberger is 229 West 43rd Street, 
New York, New York 10036.  The business address of Mrs. Holmberg is The 
Chattanooga Times, 100 East Tenth Street, Chattanooga, Tennessee 37401.  The 
residence address of Dr. Sulzberger is 146 Central Park West, New York, New 
York 10023.  The business address of Dr. Dolnick is 3001 Connecticut Avenue, 
Washington, D.C. 20008.  The business address of Marujupu is 229 West 43rd 
Street, New York, New York 10036.  The business address of High N Dry is 229 
West 43rd Street, New York, New York 10036.  The business address of Dry N 
High is 229 West 43rd Street, New York, New York 10036.

          Mrs. Holmberg is principally employed as Chairman of Times Printing 
Company, the publisher of The Chattanooga Times newspaper, the address of 
which is 100 East Tenth Street, Chattanooga, Tennessee 37401.  Dr. Sulzberger 
is a physician currently retired from the active practice of medicine.  Dr. 
Dolnick is principally employed as Chief of the Division of Exhibition 
Interpretation at the National Zoological Park of the Smithsonian Institution.  
Mr. Sulzberger's present principal occupation is Chairman Emeritus and a 
director of the Company.  The principal businesses of the Company comprise 
diversified activities in the communications field, including:  the 
publication of newspapers and magazines (such as The New York Times and The 
Boston Globe); newspaper distribution in the New York City and Boston 
metropolitan areas; news, photo and graphics services and news and features 
syndication; distribution of TimesFax (a six-to-eight page synopsis of The New 
York Times delivered to customers' facsimile machines or personal computers); 
production of The New York Times Index; the licensing of electronic data bases 

_______________

**     This percentage is based on the 95,403,489 shares of Class A Stock 
shown as outstanding as of May 3, 1998, in the Company's Quarterly Report on 
Form 10-Q for the fiscal quarter ended March 29, 1998, plus the 659,242 
unissued shares which are issuable upon the exercise of options or the 
conversion of Class B Stock by the 1997 Trust or any member of the "group," as 
described above in this Item 5.


                              (Page 7 of 23 Pages)

<PAGE>


and microform, CD-ROM products and the trademarks and copyrights of The New 
York Times; and television and radio broadcasting.  The principal business of 
Marujupu is to serve as the "family office" for the members of the Third 
Generation.  The principal business of High N Dry is to serve as the general 
partner of Dry N High.  The principal business of Dry N High is the management 
and investment of its capital assets.

            None of Mr. Sulzberger, Mrs. Holmberg, Dr. Sulzberger, Dr. 
Dolnick, Marujupu, Dry N High and High N Dry has, during the last five years, 
(i) been convicted in a criminal proceeding or (ii) been a party to a civil 
proceeding of a judicial or administrative body, as a result of which she was 
or is subject to (A) a judgment, decree or final order enjoining future 
violations of, or prohibiting or mandating activities subject to, federal or 
state securities laws, or (B) a judgment, decree or final order finding any 
violation with respect to such laws.  Each of Mr. Sulzberger, Mrs. Holmberg, 
Dr. Sulzberger and Dr. Dolnick is a citizen of the United States.  Marujupu is 
a Delaware limited liability company.  High N Dry is a Delaware limited 
liability company.  Dry N High is a Delaware limited partnership.

          (c)   During the past 60 days, no transactions in Class A Stock have 
been effected by Mr. Sulzberger, Mrs. Heiskell, Mrs. Holmberg, Dr. Sulzberger, 
Dr. Dolnick, except those described above and set forth on Schedule A hereto.

          (d)   See Item 6 of this Statement.

          (e)   Not Applicable.

Item 6.   Contracts, Arrangements, Undertakings or relationships with Respect 
to Securities of the Issuer.

ITEM 6 OF THIS STATEMENT IS HEREBY AMENDED BY ADDING THE FOLLOWING:

          The Limited Partnership Agreement (the "Agreement") of Dry N High is 
being filed with this Amendment No. 4 as Exhibit F to this Statement.  The 
following summary of the material terms of the Agreement is qualified in its 
entirety by reference to Exhibit F.  The limited partnership agreements of the 
three additional limited partnerships indirectly controlled by Marujupu 
contain substantially the same material terms.  Reference is made to the 
Schedule 13D filed by Dr. Sulzberger, Mrs. Holmberg, and Mr. Sulzberger.

          Dry N High was formed for the purpose of the management and 
investment of its capital assets and to engage in any other activities not 
prohibited by Delaware law and deemed by High N Dry to be in the best 
interests of Dry N High.

          High N Dry, as general partner, has the power to manage the business 
and activities of Dry N High, including voting and dispositive power with 
respect to securities held by Dry N High.  High N Dry is controlled by 
Marujupu, as its manager, which has sole power to manage the business and 
affairs of High N Dry, except with respect to withdrawal from a limited 
partnership as a general partner and consent to the dissolution of any limited
                              (Page 8 of 23 Pages)
<PAGE>


partnership.  The members of the Third Generation are the members of, and have 
power to manage the business of, Marujupu.  The members of High N Dry may 
remove Marujupu at any time in their discretion.
Item 7.   Material to be Filed as Exhibits.

          Exhibit F:  Limited Partnership Agreement, dated as of the 11th day 
of May, 1998, of DRY N HIGH.









































                              (Page 9 of 23 Pages)

<PAGE>


                                 Signature


             After reasonable inquiry and to the best of my knowledge and 
belief, I certify that the information set forth in this statement is true, 
complete and correct.

                                          /s/ Marian S. Heiskell
                                          ---------------------
                                          Marian S. Heiskell

Dated:  May 15, 1998






































                              (Page 10 of 23 Pages)
<PAGE


                            Schedule A

Date of       Record     Number of Shares              Price Per Share
Transaction   Owner      Purchased/(Sold/Gifted)       (including 
                                                       commissions,
                                                       if any)

5/13/98     Mr. 
            Sulzberger        (104,375)                $70.25

5/13/98     The Arthur Ochs 
            Sulzberger
            1998 Family 
            Trust*            (146,000)                $70.25

5/13/98     The Arthur Ochs 
            Sulzberger
            1998 GST
            Trust*            (14,000)                 $70.25

5/13/98     Dr.
            Sulzberger        (104,375)                $70.25

5/13/98     Judith P
            Sulzberger
            1998 Family
            Trust*            (154,700)                $70.25

5/13/98     Judith P
            Sulzberger
            1998 GST Trust*   (5,300)                  $70.25

5/13/98     Mrs.
            Holmberg          (104,375)                $70.25

5/13/98     The Ruth S.
            Holmberg   
            1998 Family
            Trust*            (146,000)                $70.25

5/13/98     The Ruth S.
            Holmberg   
            1998 GST Trust*   (14,000)                 $70.25

- -----------
*     Such shares were contributed on May 7, 1998 to such trust by the member 
of the Third Generation whose name is borne by such trust.  After giving 
effect to such sales, the trusts own no securities of the Company.

                              (Page 11 of 23 Pages)
<PAGE



5/13/98     Mrs. 
            Heiskell          (104,375)                $70.25

5/13/98     The Marian S.
            Heiskell
            1998 Family 
            Trust*            (160,000)                $70.25

5/13/98     Mrs. 
            Heiskell          (5,625)                  $72.34

5/12/98     Mr. 
            Sulzberger        (5,625)                  $72.34

5/12/98     Dr.
            Sulzberger        (5,625)                  $72.34

5/12/98     Mrs. 
            Holmberg          (5,625)                  $72.34

4/2/98      Mrs. Holmberg     (4,605)                  $0

4/2/98      Dr. Dolnick       (614)                    $0

4/1/98      Mrs. Holmberg     (384)                    $0

3/17/98     Mrs. Heiskell     (1,538)                  $0

















- -----------
*     Such shares were contributed on May 7, 1998 to such trust by the member 
of the Third Generation whose name is borne by such trust.  After giving 
effect to such sales, the trusts own no securities of the Company.

                              (Page 12 of 23 Pages)

<PAGE


                          LIMITED PARTNERSHIP AGREEMENT

                                       FOR

                               DRY N HIGH, L. P.

           THIS AGREEMENT OF LIMITED PARTNERSHIP (the "Agreement") is made and 
entered into as of the 11th day of May, 1998, by the general partner, HIGH N 
DRY, L.L.C. (in such capacity, the "General Partner"), a Delaware limited 
liability company, and those persons identified on Schedule A as owners of 
Limited Partnership Units (the "Limited Partners").  The General Partner and 
the Limited Partners are referred to as the "Partners".

            The Partners desire to form a limited partnership (the 
"Partnership") for the express purpose of retaining control of much of the 
family's shares of the Class A common stock of The New York Times Company, and 
also, by pooling investments, to develop and maintain sufficient other assets 
for the payment of transfer taxes, so that the family's ownership of The New 
York Times may be continued in accordance with the desires of Adolph S. Ochs, 
and for such other purposes as are set forth.

          NOW, THEREFORE, in consideration of the mutual covenants and 
agreements, it is agreed as follows:

                                  ARTICLE I

                         ESTABLISHMENT OF THE PARTNERSHIP

          1.1.  Formation.  The Partners form the Partnership as a limited 
partnership pursuant to the provisions of The Revised Uniform Limited 
Partnership Act as adopted in the State of Delaware (the "Act") upon the terms 
and conditions set forth in this Agreement.  The Partners shall promptly take 
all actions necessary or appropriate to allow the Partnership to carry on its 
business in accordance with the terms of this Agreement.

          1.2.  Name.  The name of the Partnership is DRY N HIGH, L.P. or such 
other name selected by the General Partner as may be acceptable to the 
appropriate recording officials of the State of Delaware.

          1.3.  Purposes.  The Partnership is formed for the following 
purposes:

                1.3  (a)  the management and investment of its capital assets; 
and






                              (Page 13 of 23 Pages)

<PAGE




                1.3  (b)  to engage in any other activities not prohibited by 
law which are determined by the General Partner to be in the best interests of 
the Partnership and its Partners.

          1.4.  Powers.  The Partnership shall have the power to do all things 
necessary or desirable in the conduct of its business to the fullest possible 
extent.

          1.5.  Principal Place of Business.  The principal place of business 
of the Partnership is c/o Marujupu, The New York Times Company, Room 1031, 229 
West 43rd Street, New York, New York 10036 and/or such other place or places 
as the General Partner may from time to time determine.

          1.6.  Term.  The term of the Partnership shall continue until 
December 31, 2047, unless terminated at an earlier date as hereinafter 
provided.

          1.7.  Registered Agent.  The address of the Partnership's registered 
office in the State of Delaware is The Corporation Service Company, 1013 
Centre Road, Wilmington, Delaware 19805.  The name of its registered agent at 
that address is The Corporation Service Company.

                                ARTICLE II

                      CAPITAL CONTRIBUTIONS; PARTNERSHIP UNITS,
                         WITHDRAWALS; AND CAPITAL ACCOUNTS

          2.1.  Initial Capital Contributions and Partnership Units.  Each 
Partner shall make an initial contribution to the capital of the Partnership, 
simultaneously with the execution of this Agreement, consisting of the 
property described in Schedule A. In consideration therefor, each Partner 
shall be issued such number of units of Partnership interest ("Partnership 
Units") as are indicated on Schedule A, consisting of such number of units of 
General Partnership interest (each a "General Partnership Unit") and units of 
Limited Partnership interest (each a "Limited Partnership Unit") as indicated.  
Each Partnership Unit shall represent equivalent economic interests in the 
Partnership.

          2.2.  Subsequent Capital Contributions.  If the General Partner 
has a deficit balance in its capital account at the time of the liquidation of 
the Partnership, it agrees to contribute to the capital of the Partnership an 
amount of cash equal to the amount by which zero exceeds such General 
Partner's capital account at such time.  Such amount shall be paid to the 
Partnership by the later of the end of the taxable year in question or 90 days 
after the date of the Partnership's liquidation and shall be available for 
payment to the creditors of the Partnership or for distribution to Partners 
having positive capital account balances.


                              (Page 14 of 23 Pages)

<PAGE>



           2.3.  Additional Contributions.  No Partner shall be required to 
make any capital contributions in addition to those called for by Section 2.1 
and Section 2.2.

           2.4.  Capital Accounts.  A single capital account ("Capital 
Account") shall be maintained for each Partner (regardless of whether such 
Partner is a General Partner or a Limited Partner or both and regardless of 
the time or manner in which such interests were acquired) in accordance with 
the capital accounting rules of Section 704(b) of the Internal Revenue Code 
(the "Code").  Each Partner's opening Capital Account balance shall be the 
amount (as set forth in Schedule A) of such Partner's initial Capital 
Contribution made pursuant to Section 2.1. Thereafter, a Partner's Capital 
Account shall be credited with (a) such Partner's subsequent cash capital 
contributions; (b) the agreed value of any property subsequently contributed 
to the capital of the Partnership by such Partner; (c) such Partner's share of 
partnership realized and unrealized profits as provided in Article III; and 
(d) such other amounts as may be required in order for the Capital Account to 
be considered to be determined and maintained in accordance with the rules of 
Treas. Reg. Sec. 1.704-1(b)(2)(iv) (including Treas. Reg. Sec. 
1.704-1(b)(2))iv)(g)) or any successor section of similar import. A Partner's 
Capital Account shall be debited with (a) such Partner's share of partnership 
realized and unrealized losses as provided in Article III, (b) distributions 
made to such Partner, and (c) such other amounts as may be required for the 
Capital Account to be considered to be determined and maintained in accordance 
with the rules of Treas. Reg. Sec. 1.704-1(b)(2)(iv) (including Treas. Reg. 
Sec. 1.704-1(b)(2)(iv)(g)) or any successor section of similar import.

                                    ARTICLE III

                                  PROFIT AND LOSS

           3.1.  Definitions of Net Profit and Net Loss.  Profits and losses 
for a particular Operations Period shall be computed in the same manner as the 
Partnership reports its income for Federal income tax purposes, except that 
(i) for purposes of gain, loss, depreciation and otherwise, property shall be 
considered to have a book value equal to its fair market value as most 
recently determined pursuant to Section 3.2(c); (ii) income of the Partnership 
exempt from tax, and expenses not deductible for tax purposes under the Code 
shall be included in the computation; and (iii) unrealized gain or loss shall 
be taken into account as provided in Section 3.2(c) hereof.  The principles of 
Treas. Reg. Sec. 1.704-l(b)(4)(i) shall be applied when necessary to prevent 
duplication or omission of Capital Account adjustments, including without 
limitation those arising from deemed sales under Section 3.2(c).






                              (Page 15 of 23 Pages)


<PAGE>


          3.2.  Allocation of Profits and Losses.

                3.2 (a)  The Partnership's net profits and losses for any 
Operations Period shall be allocated to each of the Partners pro rata for each 
Operations Period according to the ratio of (i) the number of Partnership 
Units owned by each Partner to (ii) the aggregate number of Partnership Units 
outstanding.

                3.2 (b)  The Partnership's items of income, gain, loss and 
deduction shall be allocated for Federal, state and local income tax purposes 
among the Partners proportionately to the allocation of net profits and losses 
among the Partners, except that each Partner's distributive share of 
depreciation, amortization, and gain or loss, as computed for tax purposes, 
with respect to any property shall be determined so as properly to reflect the 
varying interests of the Partners in unrealized profit or loss for prior 
Operations Periods, and otherwise to take into account the variation between 
the adjusted basis and the book value of the property in the same manner as 
under Section 704(c) of the Code and the Treasury Regulations thereunder.

                3.2 (c)  On each Adjustment Date, as defined in Section 3.4, 
the properties of the Partnership (including in the case of a distribution, 
any property being distributed) shall be considered have been sold at fair 
market value, as determined by the General Partner using its reasonable 
business judgment.  The deemed gain or loss for the Operations Period in 
question upon such deemed sale shall be allocated in accordance with Section 
3.2.  The amount of any distribution in kind shall be considered to be the 
fair market value of the property, as so determined.

                3.2 (d)  If any Partnership Unit is transferred during an 
Operations Period, the net profit or loss attributable to such Partnership 
Unit for the Operations Period shall be allocated between the transferor and 
transferee on a monthly basis based on actual monthly profit or loss. For this 
purpose, (i) if a transfer occurs on or before the 15th day of the month the 
transferee shall be treated as the owner of the Partnership Unit for the 
entire month and (ii) if a transfer occurs after the 15th day of the month the 
transferor shall be treated as the owner of the Partnership Unit for the 
entire month.

          3.3.  Qualified Income Offset and Related Provisions.  
Notwithstanding any other provision:

                3.3 (a)  Net losses for any Operations Period that would 
otherwise be allocated with respect to Partnership Units owned by a 






                              (Page 16 of 23 Pages)

<PAGE>



Limited Partner and which would cause such Limited Partner to have an Adjusted 
Capital Account Deficit with respect to his interest as a Limited Partner 
shall instead be allocated to the General Partner.

                3.3 (b)  If any Limited Partner receives an adjustment, 
allocation, or distribution described in Treas. Reg. Sec. 1.704- 
1(b)(2)(ii)(d)(4),(5) or (6), items of Partnership gross income shall be 
specifically allocated to such Limited Partner in an amount and manner 
sufficient to eliminate any Adjusted Capital Account Deficit created by such 
adjustments, allocations, or distributions as quickly as possible.  The 
provisions of this Section 3.3(b) are intended to constitute a "qualified 
income offset" within the meaning of Treas. Reg. Sec. 1.704-1(b)(2)(ii)(d) and 
shall be interpreted and implemented as therein provided.

                3.3 (c)  After satisfaction of any allocations required by 
Section 3.3(b), net profit for an Operations Period shall be allocated to the 
General Partner until the General Partner has received allocations of net 
profit equal in the aggregate to any net losses previously allocated to it 
pursuant to Section 3.3(a).

                3.3 (d)  An "Adjusted Capital Account Deficit" exists with 
respect to a Limited Partner if the Limited Partner's Capital Account, 
determined for this purpose by reducing the Capital Account by the items 
described in Treas. Reg. Sec. 1.704-1(b)(2)(ii)(d), (4), (5) and (6) and by 
increasing the Capital Account by the amount described in Treas. Reg. Sec. 
1.704-1(b)(2)(ii)(c) the Partner is obligated to restore, is a negative 
amount.

          3.4.   Adjustment Date; Operations Period.

                3.4 (a)  The "Adjustment Dates" of the Partnership shall be 
the date of dissolution of the Partnership and each other date on which there 
is a distribution in kind of property of the Partnership, a contribution of 
money or other property (other than a de minimis amount) to the Partnership by 
a new or existing Partner as consideration of an interest in the Partnership, 
or a distribution of money (other than a de minimis amount) by the Partnership 
to a retiring or continuing Partner as consideration for an interest in the 
Partnership.

                3.4 (b)  An "Operations Period" of the Partnership shall be 
the period beginning on the date hereof, the first day of a fiscal year or an 
Adjustment Date (as the case may be) and ending on the earlier of the next 
succeeding Adjustment Date or the last day of a fiscal year.






                              (Page 17 of 23 Pages)

<PAGE>


                                  ARTICLE IV

                                 DISTRIBUTIONS

          4.1.  Distributions Other Than Upon Winding-Up.  Partnership 
property may be distributed to the Partners from time to time at the sole 
discretion of the General Partner; provided, however, that distributions shall 
be made to each Partner pro rata according to the ratio of (a) the number of 
Partnership Units owned by such Partner to (b) the aggregate number of 
Partnership Units outstanding, determined at the end of such Operations 
Period.  After application of Section 3.2(c), in the discretion of the General 
Partner, property of the Partnership may be distributed in kind.

          4.2.  Distributions Upon Winding-Up.  Upon the dissolution and 
winding up of the Partnership, the assets of the Partnership, after 
application of Section 3.2(c), shall be distributed in the following order of 
priority:

                4.2 (a)  To the payment of the debts and liabilities of the 
Partnership and the expenses of winding-up, including the establishment of any 
reserves against liabilities or obligations of the Partnership which the 
General Partner in its sole discretion deem appropriate, such reserves to be 
charged against the Partners' Capital Accounts according to the ratio of (i) 
the number of Partnership Units owned by each Partner, to (ii) the aggregate 
number of Partnership Units outstanding, and, prior to payment of such 
liabilities and obligations, shall be placed in the hands of an escrow agent 
for such period of time and upon such terms as the General Partners shall 
determine; and, then,

                4.2 (b)  To the payment of the Capital Accounts of Partners.

                                 ARTICLE V

                                WITHDRAWALS

          5.1.  Withdrawals.  No Partner may withdraw from the Partnership 
prior to its dissolution.

                                ARTICLE VI

                         DISSOLUTION AND WINDING-UP

          6.1.  Events Occasioning Dissolution.  The Partnership shall 
dissolve and terminate upon the occurrence of any of the following, whichever 
shall first occur:





                              (Page 18 of 23 Pages)

<PAGE>



                (a)  December 31, 2047.

                (b)  The unanimous written consent of all the Partners to 
dissolve the Partnership.

                (c)  The occurrence of an event of withdrawal by the General 
Partner under Section 17-402 of the Act, unless, within 90 (ninety) days from 
the occurrence of such event of withdrawal, a majority in interest of the then 
existing Limited Partnership interests agree to continue the business of the 
Partnership and to appoint, effective as of the date of withdrawal, a new 
General Partner.

                (d)  The entry of a decree of judicial dissolution under 
Section 17-802 of the Act.

          6.2.  Winding-Up.  The Partnership shall be allowed one year from 
the date of any event occasioning dissolution for the winding-up of its 
affairs and shall be allowed such additional time as may be reasonable for the 
orderly sale of the Partnership's properties.

                                 ARTICLE VII

                                  MANAGEMENT

          7.1.  Management by the General Partner.  The business affairs of 
the Partnership shall be managed by the General Partner.  The General Partner 
shall have all necessary powers to carry out the purposes of the Partnership.

          7.2.  Liabilities of the General Partner; Other Interests.  The 
General Partner and its agents shall not be liable, responsible or accountable 
in damages or otherwise to the Partnership or to any of the Partners for any 
acts performed or omitted to be performed in good faith.  The General Partner 
and the Limited Partners may engage in or possess interests in other business 
ventures of every nature and description, whether or not competitive with the 
business of the Partnership, independently or with others, and neither the 
Partnership nor any of its Partners shall, by virtue of this Agreement, have 
any rights in or to such other ventures or the income or profits derived 
therefrom.

          7.3.  Limited Partners.  No person in such person's capacity as a 
Limited Partner shall take part in the management of the business or affairs 
of the Partnership or have the right or authority to act for or bind the 
Partnership.  Notwithstanding any provision of this Agreement, the Limited 
Partners shall not be liable for any of the losses, debts or liabilities of 
the Partnership in excess of their respective Capital Contributions, except as 
otherwise expressly provided by law.  The General Partner may also be a 
Limited Partner.


                              (Page 19 of 23 Pages)


<PAGE>



                                 ARTICLE VIII

                          SUBSTITUTION; ADDITIONAL PARTNERS

          8.1.  Substituted Limited Partners.  The transferee of a Limited 
Partnership Unit may not be admitted as a substituted Limited Partner unless 
all of the following conditions have been met:

                (a)  The transfer is made pursuant to the written consent of 
the General Partner, which consent may be given or withheld in the sole 
discretion of the General Partner.

                (b)  There has been filed with the General Partner a written 
instrument, executed by the transferor, in form and substance satisfactory to 
the General Partner, transferring to the transferee all or part of the 
transferor's Partnership Units;

                (c)  The transferee has approved and adopted all of the 
provisions of this Agreement, as the same may have been amended, which 
approval and adoption may be evidenced in such manner as is required by the 
General Partner; and

                (d)  The transferee has paid or agreed to pay, as the General 
Partner may determine, all reasonable expenses relating to such admission.

          8.2.  Transfers of General Partnership Units.  The transferee of a 
General Partnership Unit may not be admitted as a substituted General Partner 
without (a) the written consent of all the Limited Partners, which consent 
shall be given or withheld in the sole discretion of a Limited Partner and (b) 
satisfaction of the requirements of Section 8.1 in respect to a transfer of 
Limited Partnership Units; provided, however, that if the requirements of 
clause (b), but not clause (a), are met, such General Partnership Units shall 
be deemed Limited Partnership Units in the hands of the transferee, and such 
transferee shall be admitted only as a substituted Limited Partner with 
respect thereto, and shall not be deemed a General Partner for any purpose but 
provided further, that no such transfer shall be permitted if the Partnership 
would have no General Partnership Units outstanding after the transfer.

          8.3.  Additional Partners.  Additional Partnership Units may be 
issued and sold by the General Partner to any person, including but not 
limited to a natural person, trust, corporation, partnership or other 
association, for fair market value, as determined by the General Partner, 
using their reasonable business judgment, and under such terms as deemed 
advisable by the General Partner, including but not limited to terms relating 
to the applicability of this Agreement to such additional Partnership Units.  
Admission of any Partner shall not be a cause of dissolution.


                              (Page 20 of 23 Pages)

<PAGE>



                                 ARTICLE IX

                                 ACCOUNTING

          9.1.  Books and Records.  The General Partner shall maintain the 
general accounts of the Partnership.  The books of the Partnership shall be 
kept on a basis consistent with the provisions of this Agreement and shall be 
open to the inspection and examination of all Partners, in person or by their 
duly authorized representatives, at reasonable times.  The books of the 
Partnership shall be maintained using the accrual method of accounting.

          9.2.  Fiscal Year.  The fiscal year of the Partnership shall be the 
calendar year.

          9.3.  Reports.  As soon as practicable after the close of each 
fiscal year the Partnership shall furnish each Partner with a copy of the 
Partnership's financial statements for such year and with a statement of such 
Partner's Capital Account, as reflected on the books of the Partnership. Each 
Partner shall also be supplied with all information with respect to the 
Partnership required in connection with the preparation of such Partner's tax 
returns.

          9.4.  Federal Income Tax Elections.  All elections required or 
permitted to be made by the Partnership under the Internal Revenue Code shall 
be made by the General Partner in such manner as will, in its opinion, be most 
advantageous to a majority in interest of the Limited Partners.

          9.5.  Tax Matters Partner.  The General Partner shall from time to 
time designate a Tax Matters Partner pursuant to Section 6231(a)(7) of the 
Code. The initial Tax Matters Partner shall be the general partner, HIGH N 
DRY, L.L.C.

                                ARTICLE X

                               MISCELLANEOUS

          10.1.  Amendments.  This Agreement may be amended from time to time 
upon the written consent of all of the Partners.

           10.2.  Notices.  All notices to the Partnership or any Partner 
under this Agreement shall be in writing, duly signed by the party giving such 
notice, and transmitted postage prepaid by first class certified mail, return 
receipt requested, to such Partner's address set forth on Schedule A of this 
Agreement, or to any such other address as may hereafter be designated by a 
Partner upon giving notice thereof to the Partnership.  All notices shall be 
deemed given when dispatched.


                              (Page 21 of 23 Pages)



<PAGE>



          10.3.  No Delivery of Certificates.  The General Partner is not 
required to deliver copies of any Certificate of Limited Partnership or 
amendment or cancellations thereof to the Limited Partners.

          10.4.  Governing Law.  This Agreement shall be construed in 
accordance with and governed by the laws of the State of Delaware applicable 
in the case of agreements made and to be performed entirely within such State.

          10.5.  Counterparts.  This Agreement and any consents required 
hereunder may be executed in counterparts, all of which, taken together, shall 
be deemed one original.

          IN WITNESS WHEREOF, the General Partner and the Limited Partner have 
caused this document to be executed in their names as of the day and year 
first above written.

                                     HIGH N DRY, L.L.C., General Partner

                                     By:  MARUJUPU, L.L.C., Manager


                                     By: /s/ Kathryn M. McCarthy             
                                         Name:  Kathryn M. McCarthy
                                         Title:    President

                                         /s/ Marian S. Heiskell              
                                         Marian S. Heiskell, Limited Partner






















                              (Page 22 of 23 Pages)

<PAGE>





Schedule A

                                                       General   Limited
                                         Capital       Partner   Partner
Partner            Address             Contribution     Units     Units
HIGH N DRY, L.L.C. c/o Marujupu        3,100 shares        124      -0-
                   Room 1031           of New York Times
                   229 West 43rd St.   Co. stock
                   New York, NY 10036

Marian S. Heiskell c/o Marujupu        650,000 shares      -0-    26,000
                   Room 1031           of New York
                   229 West 43rd St.   Times Co. stock
                   New York, NY 10036

                                       Total Units:        124    26,000
                                       -----------         ---    ------


























                              (Page 23 of 23 Pages)


<PAGE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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