8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):

June 1, 2007

Commission file number 1-8572

TRIBUNE COMPANY

(Exact name of registrant as specified in its charter)

Delaware	36-1880355
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
435 North Michigan Avenue
Chicago, Illinois	60611
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code:  (312) 222-9100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the obligation of the registrant under any of the following provisions:

oWritten communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01.OTHER EVENTS.

On June 1, 2007, Tribune Company (the “Company”) announced that an offer of settlement is pending in its appeal of the 2005 Tax Court decision disallowing the tax free reorganization of Matthew Bender, a former subsidiary of The Times Mirror Company (“Times Mirror”).  Under the proposed settlement, the Company will receive refunds of approximately $350 million in federal and state income taxes and interest resulting from payments previously made for both the Matthew Bender transaction and a similar transaction completed by Times Mirror.

The Company’s press release announcing the proposed settlement is attached as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01.FINANCIAL STATEMENTS AND EXHIBITS.

(d)

Exhibit to this Form 8-K

Exhibit No.	Description
99.1	Press Release of Tribune Company, dated June 1, 2007

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TRIBUNE COMPANY
	(Registrant)
Date:  June 1, 2007	/s/ Mark W. Hianik
	Mark W. Hianik
	Vice President/Assistant General Counsel

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of Tribune Company, dated June 1, 2007

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EX-99.1

Exhibit 99.1

TRIBUNE ANNOUNCES OFFER OF SETTLEMENT
IN MATTHEW BENDER TAX CASE

CHICAGO, June 1, 2007—Tribune Company (NYSE:TRB) today said that an offer of settlement is pending in its appeal of the 2005 Tax Court decision disallowing the tax free reorganization of Matthew Bender, a former subsidiary of The Times Mirror Company.

Under the proposed settlement, Tribune will receive refunds of approximately $350 million in federal and state income taxes and interest resulting from payments previously made for both the Matthew Bender transaction and a similar transaction completed by Times Mirror. Tribune acquired Times Mirror in June 2000, and inherited the preexisting tax dispute at that time.

A filing with the Seventh Circuit U.S. Court of Appeals said that while it is not certain that the settlement will be approved, counsel for both parties are optimistic that the case can be resolved without the intervention of the Court. The Court has agreed to defer the June 5 oral argument for 90 days to allow for governmental review and approval of the offer.

Tribune expects to have further information regarding its offer of settlement in the third quarter of 2007. Both parties are restricted from publicly discussing the terms of the settlement agreement, except as otherwise legally required.

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TRIBUNE (NYSE:TRB) is one of the country’s top media companies, operating businesses in publishing, interactive and broadcasting. It reaches more than 80 percent of U.S. households and is the only media organization with newspapers, television stations and websites in the nation’s top three markets. In publishing, Tribune’s leading daily newspapers include the Los Angeles Times, Chicago Tribune, Newsday (Long Island, N.Y.), The Sun (Baltimore), South Florida Sun-Sentinel, Orlando Sentinel and Hartford Courant. The company’s broadcasting group operates 23 television stations, Superstation WGN on national cable, Chicago’s WGN-AM and the Chicago Cubs baseball team. Popular news and information websites complement Tribune’s print and broadcast properties and extend the company’s nationwide audience.

MEDIA CONTACT:	INVESTOR CONTACT:
Gary Weitman	Ruthellyn Musil
312/222-3394 (office)	312/222-3787 (office)
312/222-1573 (fax)	312/222-1573 (fax)
gweitman@tribune.com	rmusil@tribune.com