Exhibit 10.8b

                                    AMENDMENT
                                       OF
                                 TRIBUNE COMPANY
                          EMPLOYEE STOCK PURCHASE PLAN

RESOLVED, that the Board of Directors of the Company hereby amends the Tribune
Company Employee Stock Purchase Plan by deleting the first paragraph of Section
17 in its entirety and, in lieu thereof, replacing that paragraph with the
following:

17.  TERMINATION. This Plan, and all rights of employees under any offering
hereunder, shall terminate upon the first to occur of:

     (a)  the date on which the Committee determines that the total number of
          Shares then available for sale under the Plan is not sufficient to
          meet all unfilled purchase requirements; or

     (b)  the date on which the Plan is terminated by the Board of Directors of
          Tribune Company.

FURTHER RESOLVED, that the Secretary or Assistant Secretary of the Company is
hereby authorized and empowered to take all steps necessary to effect the
foregoing resolution, including the execution, filing and delivery of such
documents as may be required by law or as may be deemed necessary or proper in
connection with the matters set forth in these resolutions.

                                  *   *   *

I, Mark W. Hianik, Assistant Secretary for Tribune Company, hereby certify that
the foregoing is a correct copy of resolutions duly adopted by the Board of
Directors of Tribune Company on May 7, 2002.


                                                      /s/ Mark W. Hianik
                                                      ------------------
                                                          Mark W. Hianik