SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Smith Scott C

(Last)

(First)

(Middle)

TRIBUNE COMPANY

435 N. MICHIGAN AVE.

(Street)

CHICAGO

60611

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/01/2004

3. Issuer Name and Ticker or Trading Symbol
TRIBUNE CO [ TRB ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	COO,	Tribune Publishing

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	197,602	D
Common Stock	20,973.52	I	401(k) Savings Plan
Common Stock	800	I	By Wife

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option/Right to buy	10/20/2000	07/29/2007	Common Stock	10,838	$52.5	D
Option/Right to buy	10/20/2000	07/29/2007	Common Stock	10,543	$52.5	D
Option/Right to buy	10/20/2000	07/28/2008	Common Stock	14,095	$52.5	D
Option/Right to buy	09/29/2001	07/28/2008	Common Stock	15,394	$43.63	D
Option/Right to buy	02/13/2005	02/13/2011	Common Stock	17,500	$40.18	D
Option/Right to buy	02/12/2005⁽¹⁾	02/12/2012	Common Stock	35,000	$40.5	D
Option/Right to buy	02/20/2003	07/28/2008	Common Stock	15,376	$43.52	D
Option/Right to buy	02/20/2003	07/29/2007	Common Stock	11,500	$43.52	D
Option/Right to buy	08/21/2003	07/28/2008	Common Stock	15,399	$43.39	D
Option/Right to buy	10/21/2003	02/15/2010	Common Stock	30,878	$48.69	D
Option/Right to buy	02/11/2004⁽²⁾	02/11/2013	Common Stock	70,000	$45.9	D
Option/Right to buy	02/18/2004	02/16/2009	Common Stock	14,485	$46.23	D
Option/Right to buy	04/15/2004	12/31/2011	Common Stock	1,870	$49	D
Option/Right to buy	04/15/2004	02/15/2010	Common Stock	15,391	$49	D
Option/Right to buy	12/23/2004	02/13/2011	Common Stock	30,714	$50.37	D
Option/Right to buy	12/23/2004	02/16/2009	Common Stock	13,634	$50.37	D
Option/Right to buy	12/29/2004	02/16/2009	Common Stock	13,536	$51.09	D
Option/Right to buy	12/29/2004	02/12/2012	Common Stock	15,305	$51.09	D
Option/Right to buy	12/30/2004	07/29/2007	Common Stock	10,482	$51.6	D
Option/Right to buy	12/30/2004	02/16/2009	Common Stock	13,436	$51.6	D
Option/Right to buy	02/10/2005⁽³⁾	02/10/2012	Common Stock	42,000	$52.05	D
Option/Right to buy	02/12/2005	02/12/2012	Common Stock	15,137	$52.38	D
Option/Right to buy	02/13/2005	02/13/2011	Common Stock	15,134	$51.99	D
Option/Right to buy	02/17/2005	02/15/2010	Common Stock	14,747	$52.19	D

Explanation of Responses:

1. The option is exercisable in two equal installments beginning on February 12, 2005.

2. The option is exercisable in four equal installments beginning on February 11, 2004.

3. The option is exercisable in four equal installments beginning on February 10, 2005.

Remarks:

Note: Also see attached Exhibit EX-24 Attachment 0.

	/s/ Mark W. Hianik, attorney-in-fact	11/09/2004
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.