SEC FORM 5

SEC Form 5

FORM 5

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

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

DRYFOOS JACQUELINE H

(Last)

(First)

(Middle)

C/O NEW YORK TIMES CO

229 WEST 43RD ST.

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NEW YORK TIMES CO [ NYT.A ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/28/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/17/2003		G	500	D	$0	473,508	D
Class A Common Stock	09/30/2003		G⁽¹⁾	321,840	A	$0	321,840	I	By limited liability company as general partner of limited partnership
Class A Common Stock	12/11/2003		G⁽²⁾	2,625	D	$0	319,215	I	By limited liability company as general partner of limited partnership
Class A Common Stock	12/11/2003		G⁽²⁾	2,625	A	$0	2,625	I	By trust
Class A Common Stock	12/11/2003		G⁽³⁾	2,625	D	$0	0	I	By trust⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The reporting person and her two siblings are the members of a limited liability company (the "LLC"). On September 30, 2003, the LLC entered into a limited partnership agreement with Mrs. Marian S. Heiskell, to create a limited partnership (the "LP") with the LLC as the general partner and Mrs. Heiskell as the sole limited partner. Mrs. Heiskell transferred 321,840 shares to the LP as her capital contribution for her limited partnership interest in the LP.

2. On December 11, 2003, the LP distributed 2,625 shares to the Marian S. Heiskell 2003 Charitable Lead Trust (the "Trust"), which had previously acquired from Mrs. Heiskell her limited partnership interest in the LP (see footnote (2)). The reporting person and her two siblings are the sole trustees and remaindermen of the Trust.

3. On December 11, 2003, the Trust transferred 2,625 shares to unrelated charities as a gift.

4. In addition, as previously reported, the reporting person owns 11,500 shares of Class A Common Stock indirectly by a trust, as to which shares she disclaims beneficial ownership except to the extent of her pecuniary interest therein, and 1,400,000 shares of Class A Common Stock indirectly by a trust.

	/s/Theodore R. Wagner as attorney-in-fact for Jacqueline H. Dryfoos	02/09/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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