June 13, 2006


Via U.S. Mail

Crane H. Kenney
Senior Vice President, General Counsel
	and Secretary
Tribune Company
435 North Michigan Avenue
Chicago, Illinois  60611

	Re:	Tribune Company
		Schedule TO-I filed May 30, 2006
		Amendment No. 1 to Schedule TO-I filed May 31, 2006
		Amendment No. 2 to Schedule TO-I filed June 6, 2006
		Amendment No. 3 to Schedule TO-I filed June 8, 2006
		SEC File No. 5-34531

Dear Mr. Kenney:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.
Schedule TO
Exhibit (a)(1)(A) - Offer to Purchase for Cash
1. We note your indication that you are offering to purchase
shares
at a purchase price not greater than $32.50 nor less than $28.00
per
share.  We note that the range you have set is slightly higher
than
what the staff has previously considered reasonable.  Please
advise
us as to the basis for whether the range you have set constitutes
a
reasonable one.
	9.  Source and Amount of Funds, page 20
2. We note that the offer remains subject to the condition that
the
closing of the Credit Facilities be consummated, which would
appear
to mean that the offer is subject to a financing condition.  In
this
regard, please note our position that a material change in the
offer
occurs when the offer becomes fully financed (i.e. the financing
condition is satisfied) and that, accordingly, five days must
remain
in the offer or the offer must be extended upon the satisfaction
or
waiver of the financing condition.  Please advise us of your
intent
in this regard.
3. A tender offer may only be subject to conditions that are not
within the direct or indirect control of the bidder and are
drafted
with sufficient specificity to allow for objective verification
that
the conditions have been satisfied.  In this regard, revise the
first
bullet point to include an objective standard by which you will
determine whether the condition has been triggered, such as
reasonableness.

16. Extension of the Tender Offer; Termination; Amendment, page 35
4. We note your indication that you reserve the right "if any
event
set forth in Section 7 has not occurred or has occurred or is
deemed
by us to have occurred..."  Because this language would seem to
allow
for termination of the offer in circumstances other than a failure
of
condition, the language appears illusory.  Please advise us under
what circumstances, other than failure of a condition, you intend
to
terminate the offer or revise to clarify that you may only
terminate
the offer upon the failure of a condition.

Exhibit (a)(1)(B) - Letter of Transmittal
5. We note that you have included a disclaimer referring to IRS
Circular 230.  We object to the inclusion of this disclaimer
because
investors must be able to rely on the information contained in
your
Offer to Purchase.  We do not object to a statement that each
investor should consult his tax advisor to discuss the tax
consequences of owning shares in view of his particular situation.
Please revise to remove this disclaimer or tell us why you believe
it
is necessary.

       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the filing persons are in possession
of
all facts relating to their disclosure, they are responsible for
the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from all filing persons acknowledging
that:

* the bidder is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and

* the bidder may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
      If you have any questions regarding our comments, please do
not
hesitate to contact me at (202) 551-3264.  You may also reach me
by
facsimile at (202) 772-9203.

      							Sincerely,



								Mara L. Ransom
								Special Counsel
								Office of Mergers and
Acquisitions

cc via facsimile at (212) 839-5599:

Edward D. Ricchiuto, Esq.
Sidley Austin LLP
Tribune Company
June 13, 2006
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

         DIVISION OF
CORPORATION FINANCE