New York Times Co – ‘DEF 14A’ for 4/19/94 – PRES14A

As of:  Monday, 3/21/94   ·   For:  4/19/94   ·   Accession #:  950112-94-711   ·   File #:  1-05837

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Definitive Proxy Solicitation Material   —   Schedule 14A
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Document/Exhibit                   Description                      Pages   Size 

 1: PRES14A     New York Times                                        73    391K 

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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 

Filed by the Registrant /X/                                                     

Filed by a Party other than the Registrant / /                                  

Check the appropriate box:                                                      

/ / Preliminary Proxy Statement                                                 

/X/ Definitive Proxy Statement                                                  

/ / Definitive Additional Materials                                             

/ / Soliciting Material Pursuant to Sec.240.14a-11(c) or Sec.240.14a-12         

THE NEW YORK TIMES COMPANY
(Name of Registrant as Specified In Its Charter)
________________________________________________________________________________

(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):                              

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).  
/ / $500 per each party to the controversy pursuant to Exchange Act Rule      
14a-6(i)(3).                                                          
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.  

(1) Title of each Class of securities to which transaction applies:     
        ________________________________________________________________________

(2) Aggregate number of securities to which transaction applies:        
        ________________________________________________________________________

(3) Per unit price or other underlying value of transaction computed    
pursuant to Exchange Act Rule 0-11:                             
        ________________________________________________________________________

(4) Proposed maximum aggregate value of transaction:                    
        ________________________________________________________________________

/ / Check box if any part of the fee is offset as provided by Exchange Act      
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement 
number, or the Form or Schedule and the date of its filing.             
        ________________________________________________________________________

(1) Amount Previously Paid:                                             
        ________________________________________________________________________

(2) Form, Schedule or Registration Statement No.:                       
        ________________________________________________________________________

(3) Filing Party:                                                       
        ________________________________________________________________________

(4) Date Filed:                                                         
        ________________________________________________________________________

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LOGO                 Notice of 1994                                   
Annual Meeting              
and Proxy Statement             

The New York Times Company                                                      
229 West 43rd Street, New York, NY 10036                                        
212-556-1234                                                                    

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The New York Times Company                                        
229 West 43d Street, New York, N. Y. 10036 (212) 556-1234         

                                                                  March 21, 1994

To Our Stockholders:                                                            

    Our 1994 Annual Meeting of Stockholders will be held on Tuesday, April 19,
at 8:30 A.M., local time, at the Boston Park Plaza Hotel, 64 Arlington Street,  
Boston, Massachusetts 02116.                                                    

     The accompanying Notice of Annual Meeting and Proxy Statement set forth the
business intended to be transacted. Time will be made available for a discussion
of these items as well as for other questions about the business affairs of the 
Company. As usual, all stockholders will be sent a report of the meeting.       

  This year our meeting will be held in Boston, Massachusetts, home of The
Boston Globe. The Globe joined The Times Company group last October. We are     
proud to include this unique property, with its powerful franchise and its      
reputation for quality and integrity, in our family. A map showing you how to   
reach the meeting site appears on the outside back cover of this Proxy          
Statement.                                                                      

    It is important that your shares be represented at the meeting, whether or
not you are personally able to attend. Accordingly, please sign, date and mail  
the enclosed proxy card in the return envelope as promptly as possible. Your    
cooperation in this regard will be very much appreciated.                       

Sincerely yours,                                                                

ARTHUR OCHS SULZBERGER                                                          
Chairman                                                                        

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The New York Times Company                                        
229 West 43d Street, New York, N. Y. 10036 (212) 556-1234         

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS                                        

To be held April 19, 1994                                                       

TO THE HOLDERS OF CLASS A AND CLASS B COMMON STOCK OF                           
THE NEW YORK TIMES COMPANY:                                                     

   The Annual Meeting of the holders of the Class A and Class B Common Stock
of The New York Times Company (the "Company") will be held at the Boston Park   
Plaza Hotel, 64 Arlington Street, Boston, Massachusetts 02116, on Tuesday, April
19, 1994, at 8:30 A.M., local time, for the following purposes:                 

1. To elect a Board of 16 members;                              

      2. To consider and act upon a proposal to amend the Company's Employee
      Stock Purchase Plan to reserve an additional 6,000,000 shares of
Class A Common Stock for sale under the Plan;             

      3. To ratify the selection of Deloitte & Touche, independent certified
      public accountants, as auditors for the year ending December 31,
1994; and                                                 

  4. To transact such other business as may properly come before the
meeting.                                                  

   Holders of the Class A and Class B Common Stock of record at the close of
business on February 28, 1994, are entitled to notice of and to vote at this    
meeting as set forth in the Proxy Statement. Class A stockholders are entitled  
to vote for the election of five of the 16 directors. Class A and Class B       
stockholders, voting together as a single class, are entitled to vote for the   
amendment to the Company's Employee Stock Purchase Plan and the ratification of 
the selection of Deloitte & Touche as auditors for 1994. Class B stockholders   
are entitled to vote for the election of 11 of the 16 directors and on all other
matters presented to the meeting.                                               

New York, N.Y.                                                                  
March 21, 1994                                                                  

By Order of the Board of Directors                                              

LAURA J. CORWIN                                                                 
Secretary                                                                       

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE SIGN, DATE AND  
RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE. THIS IS IMPORTANT FOR   
THE PURPOSE OF INSURING A QUORUM AT THE MEETING.                                

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THE NEW YORK TIMES COMPANY

PROXY STATEMENT 
TABLE OF CONTENTS 

                                                        [Enlarge/Download Table]
                                                                                                             
                                                                                                         Page

                                                                                                             
Solicitation of Proxies.................................................................................    1
     Voting Securities of the Company...................................................................    1
     Principal Holders of Common Stock..................................................................    1
     Security Ownership of Management...................................................................    4
     The 1986 Trusts....................................................................................    6
     Globe Voting Trust and Jordan Voting Trust.........................................................    7
Proposal Number 1: Election of Directors................................................................    9
     Class A Directors..................................................................................    9
     Class B Directors..................................................................................   11
     Interest of Directors in Certain Transactions of the Company.......................................   14
     Certain Information about the Board of Directors...................................................   15
     Compensation of Directors; Liability and Reimbursement Insurance...................................   16
Compensation of Executive Officers......................................................................   17
     Summary Compensation Table.........................................................................   17
     Option Grants in Last Fiscal Year..................................................................   18
     Aggregated Option Exercises in Last Fiscal Year, and FY-End                                             
        Option Values...................................................................................   19
     Pension Plan Table.................................................................................   19
     Performance Presentation...........................................................................   20
     Compensation Committee Report......................................................................   20
     Compensation Committee Interlocks and Insider Participation........................................   23
Proposal Number 2: Amendment of Employee Stock Purchase Plan............................................   23
     Description of the Stock Purchase Plan.............................................................   23
     Federal Income Tax Consequences of Participation in the Stock                                           
        Purchase Plan...................................................................................   24
     Current Offering...................................................................................   25
Proposal Number 3: Selection of Auditors................................................................   25
Other Matters...........................................................................................   26
     Discretionary Authority to Vote Proxy..............................................................   26
     Annual Report; Annual Report on Form 10-K..........................................................   26
     Submission of Stockholder Proposals................................................................   26
Appendix: 1993 Financial Report.........................................................................  App

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THE NEW YORK TIMES COMPANY                                                      
PROXY STATEMENT                                                                 
1994 ANNUAL MEETING OF STOCKHOLDERS                                             
--------------------------------------------------------------------------------
SOLICITATION OF                                                                 
PROXIES                                                                         
--------------------------------------------------------------------------------

  The enclosed proxy is solicited by the Board of Directors of the Company
for use at the Annual Meeting of Stockholders to be held April 19, 1994, and at 
any adjournment or adjournments thereof. A proxy may be revoked by notice in    
writing to the Secretary at any time prior to the exercise thereof or by        
execution of a proxy bearing a later date. Each valid proxy received in time    
will be voted at the meeting, and, if a choice is specified, it will be voted in
accordance with such specification. This Proxy Statement and the proxies        
solicited hereby are being first sent or delivered to stockholders of the       
Company on or about March 21, 1994. The cost of solicitation of proxies,        
including the reimbursement to banks and brokers for reasonable expenses of     
sending proxy material to their principals, will be borne by the Company. The   
Company has engaged Georgeson & Co., Inc. to assist in the solicitation of      
proxies from brokers, banks, institutions and other fiduciaries by mail,        
telephone, telegraph and facsimile for a fee of $6,000 plus out-of-pocket       
expenses. In addition, proxies may be solicited by officers of the Company in   
person or by mail, telephone, telegraph or facsimile.                           

VOTING SECURITIES OF THE COMPANY                                                

   The Company has two classes of outstanding voting securities, the Class A
Common Stock, 10 cents par value, and the Class B Common Stock, 10 cents par    
value. As of February 28, 1994, there were outstanding 106,461,863 shares of    
Class A Common Stock and 431,681 shares of Class B Common Stock. Only holders of
record of the Class A or Class B Common Stock at the close of business on       
February 28, 1994, are entitled to vote at the meeting.                         

    Each share of stock is entitled to one vote. The Class A stockholders have
limited voting rights and are entitled to vote for the election of five of the  
16 directors. Class A and Class B stockholders, voting together as a single     
class, are entitled to vote on the amendment to the Company's Employee Stock    
Purchase Plan and for the ratification of the selection of Deloitte & Touche as 
auditors for the year ending December 31, 1994. The Class B stockholders are    
entitled to vote for the election of 11 of the 16 directors and on all other    
matters presented to the meeting.                                               

PRINCIPAL HOLDERS OF COMMON STOCK                                               

  The following table sets forth the only persons who, to the knowledge of
management, owned beneficially on February 28, 1994, more than 5% of the        
outstanding shares of either Class A or Class B Common Stock:                   

                                                        [Enlarge/Download Table]
                                                                                                          
NAME AND ADDRESS                                                                  SHARES (%)              
--------------------------------------------------------------------  ----------------------------------  
                                                                         CLASS A             CLASS B      
                                                                      -------------         ---------     
                                                                                                          
1986 Trusts 1,2.....................................................      3,694,050(3.5%)  369,405(85.6%) 
229 West 43d Street                                                                                       
New York, NY                                                                                              
Marian S. Heiskell 1,2,3,4..........................................      6,571,417(6.2%)   370,890(85.9%)
229 West 43d Street                                                                                       
New York, NY                                                                                              
Ruth S. Holmberg 1,2,3,5............................................      7,217,088(6.8%)   370,590(85.8%)
117 Tenth Street                                                                                          
Chattanooga, TN                                                                                           

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                                                        [Enlarge/Download Table]
                                                                                                          
NAME AND ADDRESS                                                                   SHARES (%)             
--------------------------------------------------------------------  ----------------------------------- 
                                                                         CLASS A               CLASS B    
                                                                      -------------         ------------- 
                                                                                                          
Judith P. Sulzberger 1,2,3..........................................      7,152,795(6.7%)   370,590(85.8%)
229 West 43d Street                                                                                       
New York, NY                                                                                              
Arthur Ochs Sulzberger 1,2,3,6......................................      7,945,379(7.4%)   371,190(86%)  
229 West 43d Street                                                                                       
New York, NY                                                                                              
Jordan Voting Trust 7...............................................      6,608,787(6.2%)         0       
William O. Taylor, Robert A. Lawrence                                                                     
and Roland D. Grimm, Trustees                                                                             
c/o Boston Safe Deposit & Trust Co.                                                                       
One Boston Place                                                                                          
Boston, MA 02108                                                                                          
William O. Taylor 7,8...............................................     11,789,426(11.1%)         0      
135 Morrissey Boulevard                                                                                   
Boston, MA 02107                                                                                          
Robert A. Lawrence 7................................................      6,626,787(6.2%)         0       
Saltonstall & Co.                                                                                         
50 Congress Street                                                                                        
Boston, MA 02109                                                                                          
Roland D. Grimm 7...................................................      6,614,508(6.2%)         0       
P.O. Box 8680                                                                                             
St. Thomas, V.I. 00801                                                                                    
INVESCO PLC 9.......................................................      6,065,322(5.7%)         0       
11 Devonshire Square                                                                                      
London EC2M 4YR                                                                                           
England                                                                                                   

---------------                                                                 
1. Each of Mrs. Heiskell, Mrs. Holmberg, Dr. Sulzberger and Mr. Sulzberger, as
  trustees of the 1986 Trusts (as defined below in "The 1986 Trusts"), share
voting and investment power with respect to the shares owned by the 1986
 Trusts, and thus under current Securities and Exchange Commission ("SEC")
regulations, each may be deemed a beneficial owner of the shares held by
such 1986 Trusts. The shares held by the 1986 Trusts are included in the
    amounts listed in this table opposite the names of all four of the foregoing
persons. As a result of this presentation, there are substantial        
duplications in the number of shares and percentages shown in the table.

2. Class B Common Stock is convertible into Class A Common Stock on a         
    share-for-share basis. Ownership of Class B Common Stock is therefore deemed
to be beneficial ownership of Class A Common Stock under current SEC    
regulations. For purposes of the table of Class A ownership, it has been
   assumed that each person listed therein as holding Class B Common Stock has
 converted into Class A Common Stock all shares of Class B Common Stock of
    which that person is deemed the beneficial owner. Thus all shares of Class B
 Common Stock held by the 1986 Trusts and by Mrs. Heiskell, Mrs. Holmberg,
  Dr. Sulzberger and Mr. Sulzberger have been included in the calculation of
  the total amount of Class A Common Stock owned by each such person as well
  as in the calculation of the total amount of Class B Common Stock owned by
 each such person. As a result of this presentation, there are substantial
duplications in the number of shares and percentages shown in the table.

3. The holdings of Class A Common Stock recorded for Mrs. Heiskell, Mrs.      
    Holmberg, Mr. Sulzberger and Dr. Sulzberger include 54,600 shares of Class A
  Common Stock held by The Sulzberger Foundation, Inc., a private foundation
of which they are officers and directors. The holdings of Class A Common
  Stock recorded for each of Mrs. Heiskell, Mrs. Holmberg and Dr. Sulzberger
include 3,000 shares which could be acquired within 60 days under the   
Company's Non-Employee Directors' Stock Option Plan.                    

4. The holdings of Class A Common Stock recorded for Mrs. Heiskell include    
    28,806 shares of Class A Common Stock held by a trust of which Mrs. Heiskell
is a trustee, which was created by Mrs. Heiskell's mother for one of her
grandchildren.                                                          

5. The holdings of Class A Common Stock recorded for Mrs. Holmberg include    
5,040 shares of Class A Common Stock held by three trusts of which Mrs. 
   Holmberg is a trustee, which were created by Mr. Holmberg for his children.

                                         (Footnotes continued on following page)

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(Footnotes continued from preceding page)                                       

6. The holdings of Class A Common Stock recorded for Mr. Sulzberger include   
28,806 shares of Class A Common Stock held by a trust of which Mr.      
Sulzberger is a trustee, which was created by his mother for one of her 
   grandchildren (who is a child of Mr. Sulzberger), 750,000 shares of Class A
Common Stock held by a trust created by Mrs. Heiskell of which Mr.      
   Sulzberger is the trustee, and 126,410 shares of Class A Common Stock which
   could be acquired pursuant to options granted under the Company's Executive
    Incentive Compensation Plan and the Company's 1991 Executive Stock Incentive
 Plan (the "Plans"). The holdings of Class A Common Stock recorded for Mr.
   Sulzberger exclude 200,180 shares of Class A Common Stock owned by his wife
  as her separate property. Mr. Sulzberger disclaims beneficial ownership of
   such shares. Mr. Sulzberger also holds 40,821 retirement units (right under
the Plans to receive shares of Class A Common Stock in ten annual       
installments upon retirement).                                          

7. Each of Mr. Taylor, Mr. Lawrence and Mr. Grimm, as trustees of the Jordan  
    Voting Trust (as described in "Globe Voting Trust and Jordan Voting Trust"),
 share voting and investment power with respect to the 6,608,787 shares of
  Class A Common Stock held by the Jordan Trust (as defined in "Globe Voting
   Trust and Jordan Voting Trust"). Messrs. Taylor, Lawrence and Grimm have no
economic interest in these shares and have no beneficial interest in the
  Jordan Trust. Because Messrs. Taylor, Lawrence and Grimm have the power to
 vote these shares, SEC rules also require inclusion of such shares in the
Company's listing of each such person's beneficial ownership of Company 
   stock. As a result of this presentation, there are substantial duplications
 in the number of shares and percentages shown in the table. The shares in
   the Jordan Voting Trust are subject to the Globe Stockholders Agreement (as
   defined in "Globe Voting Trust and Jordan Voting Trust"). See "Globe Voting
    Trust and Jordan Voting Trust." The shares reported for Mr. Lawrence include
    18,000 shares held directly. The shares reported for Mr. Grimm include 1,636
 shares held directly and 4,085 shares which could be acquired pursuant to
   options granted under a stock option plan of Affiliated Publications, Inc.,
former parent company of The Boston Globe ("API"). These options were   
    converted into options to purchase Class A Common Stock upon the acquisition
of API by the Company.                                                  

 8. The holdings recorded for Mr. Taylor include the following shares of Class A
Common Stock in which Mr. Taylor has an economic interest: (a) 218,376  
  shares held directly, (b) 8,437 shares held by a trust of which Mr. Taylor
is a co-trustee and sole beneficiary, (c) 63,419 shares held through    
 ownership of units in the Globe Voting Trust (as defined in "Globe Voting
Trust and Jordan Voting Trust") by a trust of which Mr. Taylor is a     
 co-trustee and sole beneficiary, (d) 426 shares held through ownership of
 units in the Globe Voting Trust by Mr. Taylor, (e) 630 shares held by Mr.
Taylor's wife, and (f) 35,176 shares which could be acquired pursuant to
options granted under stock option plans of API. These options were     
    converted into options to purchase Class A Common Stock upon the acquisition
of API by the Company. In addition, the holdings recorded for Mr. Taylor
    include the 6,608,787 shares held by the Jordan Voting Trust as described in
    note 7. Finally, the holdings recorded for Mr. Taylor also include 4,854,175
  shares of Class A Common Stock held through various trusts, other than the
Jordan Voting Trust, of which Mr. Taylor is co-trustee. Of these shares,
    4,757,275 have been deposited with the Globe Voting Trust. Mr. Taylor has no
    economic interest in these shares and is not a beneficiary of any such trust
 with respect to such shares. Because Mr. Taylor shares the power to vote,
    and in some cases, to dispose of or direct the disposition of, these shares,
  SEC rules require inclusion of such shares in the Company's listing of his
    beneficial ownership of Company stock. Of the shares of Class A Common Stock
 recorded as beneficially owned by Mr. Taylor, 9,020,109 shares, including
2,208,718 shares held through the Globe Voting Trust, are subject to the
Globe Stockholders Agreement. See "Globe Voting Trust and Jordan Voting 
Trust."                                                                 

9. According to information contained in its filing with the SEC pursuant to  
Section 13(g) of the Securities Exchange Act of 1934, as of December 31,
  1993, INVESCO PLC shared voting and investment power over 6,065,322 shares
    of Class A Common Stock with its subsidiaries, INVESCO North American Group,
   Ltd., INVESCO, Inc., INVESCO North American Holdings, Inc., INVESCO Capital
   Management, Inc., and INVESCO Management & Research, Inc. According to such
  filing, such shares were acquired for other persons in the ordinary course
 of business, none of whose interests exceed 5% of the outstanding Class A
  Common Stock, and were not acquired for the purpose of and do not have the
effect     of changing or influencing the control of the Company.       

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SECURITY OWNERSHIP OF MANAGEMENT                                                

     The following table shows the beneficial ownership, reported to the Company
as of February 28, 1994, of Class A Common Stock, Class B Common Stock and 5    
1/2% Cumulative Prior Preference Stock, including shares as to which a right to 
acquire ownership exists (for example, by the exercise of stock options, or the 
conversion of Class B Common Stock into Class A Common Stock) within the meaning
of Rule 13d-3(d)(1) under the Securities Exchange Act, of each director and     
nominee, the chief executive officer and the four other most highly compensated 
executive officers of the Company and all directors, nominees and executive     
officers of the Company, as a group. A portion of the shares reported below are 
held by the 1986 Trusts, the Globe Voting Trust and the Jordan Voting Trust,    
whose trustees share voting and, in some cases, investment power with respect   
thereto. See "1986 Trusts" and "Globe Voting Trust and Jordan Voting Trust."    

                                                        [Enlarge/Download Table]
                                                                                                  
                                                                              5 1/2%              
                                                                         CUMULATIVE PRIOR         
                                                     COMMON STOCK        PREFERENCE STOCK         
                                               ------------------------  -----------------        
                                                  CLASS A      CLASS B                            
                                               -------------  ---------                           
                                                                                                  
John F. Akers1...............................          7,000(*)         0             0           
  Director                                                                                        
Richard L. Gelb1.............................         12,000(*)         0             0           
  Director                                                                                        
Louis V. Gerstner, Jr.2......................          4,500(*)         0             0           
  Director                                                                                        
David L. Gorham3.............................         71,023(*)         0             0           
  Senior Vice President and Chief Financial                                                       
  Officer                                                                                         
Marian S. Heiskell...........................           (**)    (**)                 0            
  Director                                                                                        
A. Leon Higginbotham, Jr.4...................          1,200(*)         0             0           
 Director                                                                                         
Ruth S. Holmberg.............................           (**)    (**)               698    (3.9%)  
  Director                                                                                        
Robert A. Lawrence...........................          (***)          0              0            
  Director                                                                                        
Walter E. Mattson5...........................        121,189(*)         0             0           
 Director                                                                                         
George B. Munroe2............................          4,000(*)         0             0           
  Director                                                                                        
Charles H. Price II1.........................          4,000(*)         0             0           
  Director                                                                                        
Lance R. Primis6.............................        116,039(*)         0             0           
 President                                                                                        
Michael E. Ryan7.............................        132,671(*)         0             0           
 Senior Vice President                                                                            
George L. Shinn1.............................          5,000(*)         0             0           
  Director                                                                                        
Donald M. Stewart1...........................          3,201(*)         0             0           
  Director                                                                                        
Arthur Ochs Sulzberger.......................           (**)    (**)               185    (1%)    
  Chairman of the Board and Chief Executive                                                       
  Officer                                                                                         
Arthur Ochs Sulzberger, Jr.8.................         89,490(*)       480(*)           180    (1%)
 Publisher of The New York Times                                                                  
Judith P. Sulzberger.........................           (**)    (**)               185    (1%)    
  Director                                                                                        
William O. Taylor............................          (***)          0              0            
  Director, Publisher of The Boston Globe and                                                     
  Chief Executive Officer of Globe Newspaper                                                      
  Company                                                                                         

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                                                        [Enlarge/Download Table]
                                                                                                 
                                                                             5 1/2%              
                                                                        CUMULATIVE PRIOR         
                                                    COMMON STOCK        PREFERENCE STOCK         
                                              ------------------------  -----------------        
                                                 CLASS A      CLASS B                            
                                              -------------  ---------                           
                                                                                                 
Cyrus R. Vance1..............................         9,200(*)         0             0           
  Director                                                                                       
All Directors, Nominees and Executive                                                            
Officers9 (34 individuals)...................    30,453,812  8%)   376,084  7%)         1,248(7%)

---------------                                                                 
* Less than 1%.                                                             

** See "Principal Holders of Common Stock" and "1986 Trusts."                 

*** See "Principal Holders of Common Stock" and "Globe Voting Trust and Jordan  
Voting Trust."                                                          

1. The amount reported for this director includes 3,000 shares of Class A Common
Stock which could be acquired within 60 days pursuant to options under the
Company's Non-Employee Directors' Stock Option Plan.                      

2. The amount reported for this director includes 2,000 shares of Class A Common
Stock which could be acquired within 60 days pursuant to options under the
Company's Non-Employee Directors' Stock Option Plan.                      

3. The amount reported for Mr. Gorham includes 12,688 shares of Class A Common  
Stock owned, including 400 shares held by Mr. Gorham's children, the      
 beneficial ownership of which Mr. Gorham disclaims, and 58,335 shares which
   could be acquired within 60 days pursuant to options under the Company's 1991
   Executive Stock Incentive Plan and Executive Incentive Compensation Plan (the
"Plans") (see "Compensation of Executive Officers," table of "Aggregated  
  Option Exercises in Last Fiscal Year, and FY-End Option Values"). Mr. Gorham
   also holds 2,615 retirement units (right under the Plans to receive shares of
Class A Common Stock in ten annual installments upon retirement).         

4. The amount reported for this director includes 1,000 shares of Class A Common
Stock which could be acquired within 60 days pursuant to options under the
Company's Non-Employee Directors' Stock Option Plan.                      

5. The amount reported for Mr. Mattson includes 20,457 shares of Class A Common 
Stock owned, and 100,732 shares which could be acquired within 60 days    
  pursuant to options under the Company's Plans. Mr. Mattson also holds 15,703
 retirement units (right under the Plans to receive shares of Class A Common
Stock in ten annual installments upon retirement).                        

6. The amount reported for Mr. Primis includes 37,399 shares of Class A Common  
  Stock owned, including 1,600 shares held as custodian for Mr. Primis's minor
  children, the beneficial ownership of which Mr. Primis disclaims, and 78,640
 shares which could be acquired within 60 days pursuant to options under the
Company's Plans (see "Compensation of Executive Officers," table of       
   "Aggregated Option Exercises in Last Fiscal Year, and FY-End Option Values").

7. The amount reported for Mr. Ryan includes 71,106 shares of Class A Common    
Stock owned, and 61,565 shares which could be acquired within 60 days     
   pursuant to options under the Company's Plans (see "Compensation of Executive
Officers," table of "Aggregated Option Exercises in Last Fiscal Year, and 
FY-End Option Values"). Mr. Ryan also holds 8,258 retirement units (right 
under the Plans to receive shares of Class A Common Stock in ten annual   
installments upon retirement).                                            

8. The amount reported for Mr. Sulzberger, Jr. includes 12,218 shares of Class A
Common Stock owned, 6,650 shares held in trust for his children, and 3,105
 shares held by trusts of which Mr. Sulzberger, Jr. is a trustee, which were
created by Mr. Sulzberger, Jr.'s cousin for the benefit of the latter's   
  children. Mr. Sulzberger, Jr. disclaims beneficial ownership of all of these
shares of Class A Common Stock except the 12,218 shares owned by him      
directly. The amount reported also includes 67,037 shares which could be  
acquired within 60 days pursuant to options under the Company's Plans (see
 "Compensation of Executive Officers," table of "Aggregated Option Exercises
   in Last Fiscal Year, and FY-End Option Values") and 480 shares which could be
acquired upon conversion of Mr. Sulzberger, Jr.'s 480 shares of Class B   
Common Stock. The holdings of Class A Common Stock recorded for Mr.       
   Sulzberger, Jr. exclude 660 shares held by Mr. Sulzberger's wife as custodian
 for their minor children. Mr. Suzberger, Jr. disclaims beneficial ownership
of these shares.                                                          

9. Class B Common Stock is convertible into Class A Common Stock on a           
  share-for-share basis. Ownership of Class B Common Stock is therefore deemed
   to be beneficial ownership of Class A Common Stock under SEC regulations. For
purposes of the presentation of ownership of Class A Common Stock in this 
table, it                                                                 
                                         (Footnotes continued on following page)

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(Footnotes continued from preceding page)                                       
has been assumed that each director, nominee and executive officer has    
converted into Class A Common Stock all shares of Class B Common Stock of 
  which that person is deemed the beneficial owner. Thus all shares of Class B
Common Stock held by the directors, nominees and executive officers,      
including shares held by the 1986 Trusts, have been included in the       
 calculation of the total amount of Class A Common Stock owned by such group
as well as in the calculation of the total amount of Class B Common Stock 
owned by such group.                                                      

     The Company's directors and executive officers are required to file reports
with the SEC of changes in their ownership of Company stock. Based on its review
of such reports, the Company believes that all filing requirements were met by  
its directors and executive officers during 1993 except for the following: Mr.  
Mattson inadvertently filed late reports on (a) an option exercise in September 
1993 and (b) the crediting and reinvestment by the Company of dividend          
equivalents payable on retirement units held in his account. Retirement units   
are rights under the Company's Plans to receive Class A Common Stock in ten     
annual installments upon retirement.                                            

THE 1986 TRUSTS                                                                 

Mrs. Heiskell, Mrs. Holmberg, Dr. Sulzberger, and Mr. Sulzberger (the 
"grantors") (see "Principal Holders of Common Stock") have executed indentures  
creating four separate trusts (the "1986 Trusts"), one for the benefit of each  
of the grantors and his or her family. Each grantor transferred to the 1986     
Trust for his or her family the shares of Class B Common Stock and a portion of 
the Class A Common Stock that he or she inherited from Adolph S. Ochs.          

    The grantors are the initial trustees of the 1986 Trusts. Each of the 1986
Trusts will continue in existence until the expiration of 21 years after the    
death of the survivor of all descendants of the mother of the grantors, Mrs.    
Iphigene Ochs Sulzberger ("Mrs. Sulzberger") living on August 5, 1986. Each     
Indenture of Trust is subject to the terms and provisions of a shareholders     
agreement (the "Shareholders Agreement") among the grantors, their children and 
the Company, which restricts the transfer of Class B Common Stock transferred to
the 1986 Trusts by requiring, prior to any sale or transfer, the offering of    
those shares among the other family shareholders (including the 1986 Trusts) and
then to the Company at the Class A Common Stock market price then prevailing (or
if the Company is the purchaser, at the option of the selling shareholder, in   
exchange for Class A Common Stock on a share-for-share basis), and the          
conversion of such shares into Class A Common Stock if such purchase rights are 
not exercised and the shares are to be transferred to a person or persons other 
than family shareholders or the Company. There are certain exceptions for gifts 
and other transfers within the family of Adolph S. Ochs provided that the       
recipients become parties to the Shareholders Agreement.                        

   In addition, the Shareholders Agreement provides that if the Company is a
party to a merger (other than a merger solely to change the Company's           
jurisdiction of incorporation), consolidation or plan of liquidation in which   
the Class B Common Stock is exchanged for cash, stock, securities or any other  
property of the Company or of any other corporation or entity, each signing     
shareholder will convert his or her shares of Class B Common Stock into Class A 
Common Stock prior to the effective date of such transaction so that a holder of
such shares will receive the same cash, stock or other consideration that a     
holder of Class A Common Stock would receive in such a transaction. Except for  
the foregoing, each signing shareholder has agreed not to convert any shares of 
Class B Common Stock received from a trust created under the will of Adolph S.  
Ochs into Class A Common Stock. The Shareholders Agreement will terminate upon  
the expiration of 21 years after the death of the survivor of all descendants of
Mrs. Sulzberger living on August 5, 1986. The trustees of the 1986 Trusts have  
also signed the Shareholders Agreement and become parties thereto.              

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The trustees of each 1986 Trust, subject to the limited exceptions    
described below, are directed to retain the Class B Common Stock held in each   
1986 Trust and not to sell, distribute or convert such shares into Class A      
Common Stock and to vote such Class B Common Stock against any merger, sale of  
assets or other transaction pursuant to which control of The New York Times     
passes from the trustees unless they unanimously determine that the primary     
objective of the 1986 Trusts, which is to maintain the editorial independence   
and integrity of The New York Times and to continue it as an independent        
newspaper, entirely fearless, free of ulterior influence and unselfishly devoted
to the public welfare, can be achieved better by the sale, distribution or      
conversion of such stock or by the implementation of such transaction. If upon  
such determination any Class B Common Stock is distributed to the beneficiaries 
of the 1986 Trusts, it must be distributed only to descendants of Mrs.          
Sulzberger, subject to the provisions of the Shareholders Agreement. Similarly, 
any sale by the 1986 Trusts of Class B Common Stock upon such determination can 
be made only in compliance with the Shareholders Agreement.                     

The trustees of each 1986 Trust are granted various powers and rights,
including among others: (i) to vote all the shares of Class A and Class B Common
Stock held by such 1986 Trusts; (ii) to fill any vacancy in the office of       
trustee; (iii) to remove any successor trustee; and (iv) to amend certain       
provisions of the Trust Indenture, but not the provisions relating to retaining 
the Class B Common Stock or the manner in which such shares may be distributed, 
sold or converted. The trustees act by the affirmative vote of three trustees,  
except that prior to any sale or distribution of Class B Common Stock outside of
the 1986 Trusts or conversion of Class B Common Stock or a vote to approve a    
merger, sale of assets or other transaction pursuant to which control of The New
York Times passes from the trustees, the trustees must unanimously determine    
that the primary purpose of the 1986 Trusts as described above is best achieved 
by such distribution, sale, conversion or other transaction. Unanimity is also  
required for the amendment of those provisions of the Trust Indenture which may 
be amended. An original trustee may not be removed unless physically or mentally
incapable of discharging the duties of trustee.                                 

Upon the termination of the 1986 Trusts at the end of the stated term 
thereof, the shares of Class A and Class B Common Stock held by such trusts will
be distributed to the descendants then living of Mrs. Sulzberger.               

GLOBE VOTING TRUST AND JORDAN VOTING TRUST                                      

   The Globe Voting Trust was established on October 1, 1954, and amended on
October 1, 1993, the effective date of the Company's acquisition of API, the    
parent company of The Boston Globe (the "API Acquisition"). Units in the Globe  
Voting Trust represent 4,821,120 shares of Class A Common Stock received        
pursuant to the API Acquisition principally by descendants of one of the        
founders of The Boston Globe or by trusts for their benefit. Subject to the     
terms of the Globe Stockholders Agreement (as defined below), the trustees of   
the Globe Voting Trust have the sole power to exercise all voting rights of     
stockholders with respect to shares of the Company's Class A Common Stock       
deposited therein. Holders of Globe Voting Trust units, subject to certain      
disposition restrictions contained in the Globe Voting Trust, have the power to 
dispose, or to direct the disposition, of Globe Voting Trust Units or the       
underlying shares of the Company's Class A Common Stock. The Globe Voting Trust 
restricts the number of shares of Class A Common Stock subject thereto that can 
be sold by any one person in a year, restricts sales to broker's transactions   
and sales to the Company, and requires that prior to the sale of more than 1,000
shares in the aggregate in any calendar year, such shares in excess of 1,000    
must be offered to the Company at the prevailing market price. Such restrictions
and requirements do not apply to the sale or gift to another beneficiary of such
trust or a descendant of one of the founders of The Boston Globe; however, in   
such case the transferee shall be subject to the terms of the Globe Voting      
Trust. To the extent any such units are subject to the Globe Stockholders       
Agreement, their disposition is further restricted as described below. The Globe
Voting Trust terminates on September 30, 2003. William O. Taylor is one of the  
five trustees of the Globe Voting Trust.                                        

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   The Jordan Voting Trust was established on January 29, 1987. Units in the
Jordan Voting Trust represent the 6,608,787 shares of Class A Common Stock      
received pursuant to the API Acquisition by a trust created by one of the       
founders of The Boston Globe for the benefit of his descendants (the "Jordan    
Trust"). The trustees of the Jordan Voting Trust share all voting rights and    
investment power with respect to the shares in this trust. However, all the     
shares of Class A Common Stock in the Jordan Voting Trust are subject to the    
terms of the Globe Stockholders Agreement. The Jordan Voting Trust and its      
underlying trust, the Jordan Trust, terminate on January 16, 1996. The          
beneficiaries of the Jordan Trust who receive shares of Class A Common Stock on 
liquidation of the trust will be offered the opportunity to deposit such shares 
with the Globe Voting Trust. William O. Taylor and Robert A. Lawrence are two of
the three trustees of the Jordan Voting Trust and the Jordan Trust.             

Neither the Globe Voting Trust nor the Jordan Voting Trust is the     
beneficial owner of any of the shares of Class B Common Stock of the Company.   

  Pursuant to a Stockholders Agreement entered into in connection with the
API Acquisition (the "Globe Stockholders Agreement"), holders of Globe Voting   
Trust Units representing 2,208,718 shares of Class A Common Stock (out of       
4,821,120 shares held by the Globe Voting Trust) and the trustees of the Jordan 
Voting Trust have agreed (a) to vote (or cause to be voted) all their shares of 
Class A Common Stock (8,817,505 shares in the aggregate) as recommended by the  
Board of Directors of the Company, with certain exceptions for certain          
dispositions of assets and charter and by-law amendments and (b) generally not  
to sell, transfer or offer to sell any such shares received pursuant to the API 
Acquisition. These provisions of the Globe Stockholders Agreement terminate on  
January 16, 1996. Management expects the trustees of the Globe Voting Trust and 
the Jordan Voting Trust to vote the shares in these trusts which are subject to 
the Globe Stockholders Agreement for the nominees for directors of the Company  
listed below and for the two other proposals described in this proxy statement. 

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PROPOSAL NUMBER 1                                                               
ELECTION OF DIRECTORS                                                           
--------------------------------------------------------------------------------

    The persons named as proxies intend (unless authority is withheld) to vote
for the election as directors of the persons hereinafter named (the "Nominees"),
upon their nomination for such office at the Annual Meeting. Directors so       
elected will hold office until the next Annual Meeting and until their          
successors are elected and qualified.                                           

The Certificate of Incorporation of the Company provides that Class A 
stockholders have the right to vote for the election of 30% of the Board of     
Directors, or the nearest larger whole number, if such percentage is not a whole
number. Accordingly, the Class A stockholders will elect five of the 16         
directors, and Class B stockholders will elect 11 directors. Directors are      
elected by a plurality of the votes cast.                                       

     The five Nominees for election as directors by the Class A stockholders are
Louis V. Gerstner, Jr., A. Leon Higginbotham, Jr., Robert A. Lawrence, Charles  
H. Price II and Donald M. Stewart. The 11 Nominees for election as directors by 
the Class B stockholders are John F. Akers, Richard L. Gelb, Marian S. Heiskell,
Ruth S. Holmberg, Walter E. Mattson, George B. Munroe, George L. Shinn, Arthur  
Ochs Sulzberger, Judith P. Sulzberger, William O. Taylor and Cyrus R. Vance.    
Except as described above in "Principal Holders of Common Stock" and "The 1986  
Trusts," there are no marriage, blood or adoption relationships among the       
Nominees. All of the Nominees are currently directors of the Company. All except
Messrs. Taylor and Lawrence were elected at the Annual Meeting of Stockholders  
held on April 13, 1993, for which proxies were solicited. Messrs. Taylor and    
Lawrence were elected directors by the Board in October 1993, immediately       
following the consummation of the API Acquisition. Mr. Taylor was formerly      
Chairman of the Board of API, and Mr. Lawrence was a director of API. Their     
election to the Company's board was required by the Agreement and Plan of       
Merger, dated as of June 11, 1993, among the Company, its subsidiary, Sphere,   
Inc., and API (the "API Merger Agreement"). The API Merger Agreement also       
requires the Company to cause Messrs. Taylor and Lawrence to be nominees for    
director at least through the Company's 1998 annual meeting. See "Interest of   
Directors in Certain Transactions of the Company."                              

If any of the Nominees should become unavailable for election, all    
uninstructed proxies will be voted for the election of such other person or     
persons as may be designated by the Board, but the Board has no reason to       
anticipate that this will occur. The following information is furnished with    
respect to each of the Nominees and is based on information submitted by the    
person named:                                                                   

--------------------------------------------------------------------------------

     Name, Principal Occupation, and Other Information
--------------------------------------------------------------------------------

CLASS A DIRECTORS                                                               

LOUIS V. GERSTNER, JR.                      
 [PHOTO]         Chairman, Director and Chief Executive Officer, International
               Business Machines Corporation ("IBM") (information-handling
systems, equipment and services) from 1993  

               Chairman, Director and Chief Executive Officer, RJR Nabisco
        Holdings Corp. from 1989 to 1993 (consumer products)

                President (from 1985 to 1989), Director (from 1979 to 1989),
              American Express Company (diversified financial and travel
                 services); Chairman and Chief Executive Officer (from 1982 to
                  1989), American Express Travel Related Services Company, Inc.;
            Director and officer of various subsidiaries of American
Express Company from 1982 to 1989           

            Director of Bristol-Myers Squibb Company and RJR Nabisco
Holdings Corp.                              

Director Since: 1986                        

              Committee Memberships: Finance (Chairman) and Compensation

Age: 52                                     

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                 Name, Principal Occupation, and Other Information
--------------------------------------------------------------------------------

[PHOTO]         THE HONORABLE A. LEON HIGGINBOTHAM, JR.                     
             Of counsel, Paul, Weiss, Rifkind, Wharton & Garrison (law
firm) from 1993                             

                Senior Circuit Judge for the United States Court of Appeals,
                 Third Circuit (from 1991 to 1993); Chief Judge for the United
               States Court of Appeals, Third Circuit (from 1990 to 1991);
               Circuit Judge for the United States Court of Appeals, Third
Circuit (from 1977 to 1991)                 

Director Since: 1993                        

               Committee Memberships: Audit and Employee Retirement Income
Security Act ("ERISA")                      

Age: 66                                     

[PHOTO]         ROBERT A. LAWRENCE                                          
          Partner, Saltonstall & Co. from 1984 (family trust and
investment office)                          

                 Director and Trustee of various funds managed by Metropolitan
                Life Insurance Co., State Street Research and Management Co.
and affiliates                              

Director Since: 1993                        

Committee Membership: Compensation          

Age: 67                                     

[PHOTO]         THE HONORABLE CHARLES H. PRICE II                           
           Chairman, Mercantile Bank of Kansas City from 1992, and
                 Director, Mercantile Bancorp (bank holding company) from 1992

               Chairman (from 1989 to 1992), President and Chief Executive
              Officer (from 1990 to 1992), Ameribanc, Inc. (bank holding
company)                                    

               Director of Hanson PLC, Texaco Inc., Sprint Corporation and
British Airways PLC                         

           United States Ambassador to the United Kingdom of Great
  Britain and Northern Ireland from 1983 to 1989

Director Since: 1989                        

          Committee Memberships: Compensation and Employee Stock
Purchase Plan ("ESPP")                      

Age: 62                                     

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                 Name, Principal Occupation, and Other Information
--------------------------------------------------------------------------------

[PHOTO]         DONALD M. STEWART                                           
                 President of The College Board from 1987 (association of high
                schools and colleges, sponsor of Scholastic Assessment Tests
and other academic activities)              

               Director of Principal Financial Group (Bankers Life of Iowa
          Insurance Company) and Campbell Soup Company, Trustee,
           Educational Broadcasting Corporation (Thirteen/WNET-TV)

Director Since: 1986                        

     Committee Memberships: ERISA (Chairman) and Audit

Age: 55                                     

CLASS B DIRECTORS                                                               

[PHOTO]         JOHN F. AKERS                                               
   Consultant and Director of various corporations

               Chairman (from 1986 to 1993), Director (from 1983 to 1993),
              Chief Executive Officer (from 1985 to 1993), and President
(from 1983 to 1989), IBM                    

                  Director of PepsiCo, Inc., Springs Industries, Inc. and Zurich
Insurance Company-U.S.                      

Director Since: 1985                        

   Committee Memberships: Compensation and Finance

Age: 59                                     

[PHOTO]         RICHARD L. GELB                                             
              Chairman (from 1976), President (from 1972 to 1976), Chief
            Executive Officer (from 1972 to 1993) and Director (from
                 1960), Bristol-Myers Squibb Company (a diversified healthcare
company)                                    

            Director of New York Life Insurance Company and Bessemer
Securities Corporation                      

Director Since: 1974                        

              Committee Memberships: Compensation (Chairman) and Finance

Age: 69                                     

[PHOTO]         MARIAN S. HEISKELL                                          
Director of various charitable organizations

                  Former Special Activities Director of the Company, Director of
various corporations from 1971 to 1991      

Director Since: 1963                        

           Committee Memberships: ESPP (Chairman) and Compensation

Age: 75                                     

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                 Name, Principal Occupation, and Other Information
--------------------------------------------------------------------------------

[PHOTO]         RUTH S. HOLMBERG                                            
           Chairman, Times Printing Company (The Chattanooga Times
newspaper), from 1992                       

       Publisher, The Chattanooga Times, from 1964 to 1992

Director Since: 1961                        

Committee Memberships: Finance and ERISA    

Age: 73                                     

[PHOTO]         WALTER E. MATTSON                                           
                Director of various corporations and not-for-profit entities

  Vice Chairman of the Company from 1992 to 1993
President of the Company from 1979 to 1992  

Director Since: 1979                        

Committee Memberships: Finance and ESPP     

Age: 61                                     

[PHOTO]         GEORGE B. MUNROE                                            
                Director of various corporations and not-for-profit entities

                Consultant (from 1987 to 1990), Chairman (from 1975 to 1987)
                 and Chief Executive Officer (from 1969 to 1987), Phelps Dodge
           Corporation (copper mining, manufacturing and specialty
chemicals)                                  

             Director of New York Life Insurance Company, Phelps Dodge
Corporation and Santa Fe Pacific Corporation

Director Since: 1988                        

      Committee Membership: Audit (Chairman) and Finance

Age: 72                                     

[PHOTO]         GEORGE L. SHINN                                             
   Consultant and Director of various corporations

                Chairman of the Board and Chief Executive Officer (from 1976
                 to 1983) and Director (from 1976 to 1988), First Boston, Inc.
(international investment bank)             

                Director of New York Life Insurance Company and Phelps Dodge
             Corporation; Director and Trustee of various funds of the
Colonial Group of Mutual Funds              

Director Since: 1978                        

Committee Memberships: Audit, ERISA and ESPP

Age: 71                                     

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                 Name, Principal Occupation, and Other Information
--------------------------------------------------------------------------------

[PHOTO]         ARTHUR OCHS SULZBERGER                                      
                 Chairman and Chief Executive Officer of the Company from 1973

    Publisher, The New York Times, from 1963 to 1992

Director Since: 1959                        

Age: 68                                     

[PHOTO]         JUDITH P. SULZBERGER                                        
              Physician, Columbia College of Physicians & Surgeons, from
1992                                        

              Attending Physician, St. Luke's-Roosevelt Hospital Center,
           Division of Allergy, Clinical Immunology and Infectious
Diseases, from 1986 to 1991                 

Director Since: 1974                        

Committee Memberships: ESPP and ERISA       

Age: 70                                     

[PHOTO]         WILLIAM O. TAYLOR                                           
             Publisher, The Boston Globe from 1978, Chairman and Chief
         Executive Officer, Globe Newspaper Company, from 1988

               Chairman (from 1988 to 1993), President (from 1988 to 1993)
              and Director (from 1972 to 1993), Affiliated Publications,
Inc.                                        

Director Since: 1993                        

Committee Membership: Finance               

Age: 61                                     

[PHOTO]         CYRUS R. VANCE                                              
  Partner, Simpson Thacher & Bartlett (law firm)

         Director Since: 1975 (resigned January 1977 to become
 Secretary of State; rejoined Board June 1980)

Committee Memberships: Audit                

Age: 76                                     

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INTEREST OF DIRECTORS IN CERTAIN TRANSACTIONS OF THE COMPANY                    

 1. In the ordinary course of business, the Company and its subsidiaries
from time to time engage in transactions with other corporations or financial   
institutions whose officers or directors are also directors of the Company. Such
transactions are conducted on an arm's length basis and may not come to the     
attention of the directors or officers of the Company or of the other           
corporations or financial institutions involved. During 1993, the Company       
retained Simpson Thacher & Bartlett, the law firm in which Mr. Vance is a       
partner, in connection with the acquisition of API.                             

2. During 1993, Arthur Ochs Sulzberger, Jr., Mr. Sulzberger's son, was
employed as Publisher of The New York Times; Stephen Golden, Mrs. Holmberg's    
son, was employed as Vice President, Forest Products, Health, Safety and        
Environmental Affairs, of the Company; Michael Golden, Mrs. Holmberg's son, was 
employed as Executive Vice President & General Manager and as Senior Vice       
President and General Manager, NYT Women's Magazines, a division of the         
Company's Magazine Group; Daniel Cohen, Dr. Sulzberger's son, was employed as   
Managing Director, Sales Development, and Group Director, Promotion, in the     
Advertising Department of The New York Times; and Susan W. Dryfoos, Mrs.        
Heiskell's daughter, was employed as Director, Times History Project. With      
respect to services performed for the Company in 1993, Mr. Stephen Golden earned
$171,000 and a bonus of $48,400; Mr. Michael Golden earned $200,000 and a bonus 
of $47,936; Mr. Cohen earned $125,416 and a bonus of $32,000; and Ms. Dryfoos   
earned $83,200 and a bonus of $13,750. See "Compensation of Executive Officers" 
for a description of Mr. Sulzberger, Jr.'s compensation.                        

  3. On October 1, 1993, the Company completed the acquisition of API, the
parent company of The Boston Globe. William O. Taylor was Chairman of the Board,
Chief Executive Officer, and a shareholder of API and Robert A. Lawrence was a  
director and shareholder. Pursuant to the API Merger Agreement, Messrs. Taylor  
and Lawrence (as well as members of Mr. Taylor's family) received the same      
consideration as all API stockholders. Mr. Taylor received 202,604 shares of    
Class A Common Stock for shares of API in which he held an economic interest,   
including 8,437 shares held by a trust of which he is a co-trustee and sole     
beneficiary. The Jordan Voting Trust and the Globe Voting Trust, received in the
aggregate 11,431,907 shares of Class A Common Stock (including 63,845 of the    
shares in which Mr. Taylor has an economic interest). Mr. Taylor is a trustee of
the Jordan Voting Trust and the Globe Voting Trust, and Mr. Lawrence is a       
trustee of the Jordan Voting Trust. See "Globe Voting Trust and Jordan Voting   
Trust." Pursuant to the API Merger Agreement, Messrs. Taylor and Lawrence were  
elected directors of the Company and named to the Finance and Compensation      
Committees respectively. They will be included as nominees for director at least
through the 1998 annual meeting, provided they are willing and able to serve.   

  The API Merger Agreement also provides Mr. Taylor (and his successors as
publisher of The Boston Globe) certain management and other rights (including   
agreements relating to the composition of the board of directors, the management
and the continued separate existence of Globe Newspaper Company ("GNC"), the    
Company's subsidiary that owns The Boston Globe). Mr. Taylor has an employment  
agreement with GNC that provides that he will remain employed until December 31,
1998, at the salary (as adjusted in the ordinary course) and with the benefits  
that he received prior to the merger. In addition, it provides that if his      
employment ends as a result of a termination without cause, or as a result of   
certain reasons specified therein, Mr. Taylor will become immediately vested in 
all outstanding stock options, will become eligible for continued health        
insurance coverage and outplacement services and will be entitled to receive the
larger of two salary settlement arrangements, one of which is the present value 
of the sum of 125% of base salary and the target bonus for the remaining term of
the agreement, and the other of which is one dollar less than three times Mr.   
Taylor's "base amount" as defined in Section 280G of the Internal Revenue Code  
of 1986. As was the case with all executive officers and employees of API       
holding options in that company's stock, Mr. Taylor's options were converted (at
the merger conversion rate) to options to acquire Class A Common Stock of the   
Company. Finally, Mr. Taylor is a party to the Globe Stockholders Agreement with
respect to 266,448 shares of Class A Common Stock in which he holds a economic  
interest, and 6,608,787 shares                                                  
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as to which he shares voting control and investment power as a trustee of the   
Jordan Voting Trust. See "Globe Voting Trust and Jordan Voting Trust." Pursuant 
to the API Merger Agreement, the Company has also purchased, effective October  
1, 1993, directors' and officers' liability and reimbursement insurance from    
Federal Insurance Company that applies to claims made after October 1, 1993, and
before September 30, 1996, relating to occurrences prior to October 1, 1993,    
against individuals, including Messrs. Taylor and Lawrence, who were directors  
and officers of API prior to October 1, 1993. The combined limit of liability   
for the insurance is $10,000,000 for the policy; the cost of the policy was     
$175,000 for the three-year period of coverage.                                 

4. Pursuant to the API Merger Agreement, the Company assumed the      
obligations of a consulting agreement dated March 31, 1992, between API and John
Giuggio (the "Consulting Agreement"). Mr. Giuggio retired as Vice Chairman,     
President and Chief Operating Officer of API in 1992. He was elected a director 
of the Company in October 1993 pursuant to the terms of the API Merger          
Agreement, but died in late 1993. The Consulting Agreement provides that he or  
his estate be paid $100,000 a year through September 30, 1995, and such payments
are being made to his estate as a result of his death.                          

CERTAIN INFORMATION ABOUT THE BOARD OF DIRECTORS                                

  The Company has standing Audit, Compensation, Employee Retirement Income
Security Act ("ERISA"), Employee Stock Purchase Plan ("ESPP") and Finance       
Committees. The Company does not have a standing nominating committee.          

During 1993 the Board of Directors had 12 meetings. In addition, its  
standing committees, Audit, Compensation, ERISA, ESPP and Finance, held a total 
of 18 meetings. All directors of the Company except Mr. Vance attended 75% or   
more of the total meetings of the Board and committees of the Board of which    
they are members. Mr. Vance was unable to attend several meetings because his   
role as special United Nations envoy to the former Yugoslavia required his      
presence out of the United States on several occasions that coincided with Board
and/or committee meetings.                                                      

  In summary, the functions performed by these committees, their number of
meetings and memberships are as follows:                                        

The Audit Committee selects the independent auditors for the Company  
(subject to ratification by the stockholders), reviews the scope and results of 
the annual audit, approves the services to be performed by the independent      
auditors, reviews the independence of the auditors, reviews the performance and 
fees of the independent auditors, reviews the adequacy of the system of internal
accounting controls and reviews the scope and results of internal auditing      
procedures. The current members of the Audit Committee are George B. Munroe,    
Chairman, A. Leon Higginbotham, Jr., George L. Shinn, Donald M. Stewart and     
Cyrus R. Vance. The Committee held three meetings during 1993.                  

The Compensation Committee adopts and oversees the administration of  
compensation plans for executive officers and senior management of the Company, 
determines awards granted senior management under such plans, approves          
remuneration arrangements for senior management, including all executive        
officers of the Company, and reviews the reasonableness of all such             
compensation. The current members of the Compensation Committee are Richard L.  
Gelb, Chairman, John F. Akers, Louis V. Gerstner, Jr., Marian S. Heiskell,      
Robert A. Lawrence and Charles H. Price II. The Committee held three meetings   
during 1993. As required by the API Merger Agreement, Mr. Lawrence was made a   
member of the Compensation Committee in October 1993 upon his election to the   
Board of Directors.                                                             

     The ERISA Committee appoints the members of the employee benefits committee
of the Company, appoints and reviews the performance of the trustees and        
investment managers of the Company's pension plans and establishes and amends   
the Company's employee welfare and pension benefit plans and related trusts. The
current members of the ERISA Committee are Donald M. Stewart, Chairman,         
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A. Leon Higginbotham, Jr., Ruth S. Holmberg, George L. Shinn and Judith P.      
Sulzberger. The Committee held two meetings in 1993.                            

The ESPP Committee oversees the administration of the Employee Stock  
Purchase Plan for eligible employees of the Company and its subsidiaries. In    
that connection, the Committee has authority to adopt, administer and interpret 
such rules and regulations concerning the ESPP and offerings thereunder as it   
may deem advisable. The current members of the ESPP Committee are Marian S.     
Heiskell, Chairman, Walter E. Mattson, Charles H. Price II, George L. Shinn and 
Judith P. Sulzberger. The Committee held one meeting in 1993.                   

The Finance Committee reviews the financial policies of the Company   
including, without limitation, dividend policy, repurchase of the Company's     
stock, short-and long-term financing, material acquisitions and dispositions and
capital expenditures. The current members of the Finance Committee are Louis V. 
Gerstner, Jr., Chairman, John F. Akers, Richard L. Gelb, Ruth S. Holmberg,      
Walter E. Mattson, George B. Munroe and William O. Taylor. The Committee held   
nine meetings in 1993. As required by the API Merger Agreement, Mr. Taylor was  
made a member of the Finance Committee in October 1993 upon his election to the 
Board of Directors.                                                             

COMPENSATION OF DIRECTORS; LIABILITY AND REIMBURSEMENT INSURANCE                

Under the By-Laws, the directors do not receive a salary for their    
services, but may receive an annual retainer and a fixed sum for attendance at  
Board and committee meetings. Pursuant to resolutions of the Board, non-employee
directors receive an annual retainer of $25,000, payable in quarterly           
installments of $6,250 and a fee of $1,000 for attendance at each Board and     
Committee meeting. In addition, they are paid their expenses of attendance. For 
1993 the Company paid $560,113 in the form of retainers, meeting fees and       
expenses of attendance. In addition, in 1991 each non-employee director began   
receiving annually an option to purchase 1,000 shares of the Company's Class A  
Common Stock pursuant to the Company's Non-Employee Directors' Stock Option     
Plan. Such options, which are granted each year on the date of the Company's    
annual stockholders meeting with an exercise price equal to the market value of 
the Class A Common Stock on such date, become exercisable on the date of the    
next succeeding annual meeting and remain exercisable for nine years thereafter.

  The Company maintains life insurance on the life of each director who is
not also an employee of the Company in the amount of $100,000. The income       
required by the Internal Revenue Service to be imputed in 1993 to non-employee  
directors because of the life insurance coverage was $6,007 in the aggregate.   
The Company also maintains life insurance on the life of each non-employee      
director who retired after 1991 in the amount of $25,000.                       

The Company has purchased directors' and officers' liability and      
reimbursement insurance from the American Casualty Company of Reading,          
Pennsylvania, and the CIGNA Insurance Company. Both policies were purchased     
effective January 1, 1994, for a period of one year. The combined limit of      
liability for the insurance is $25,000,000 for the policy year and the annual   
cost to the Company is $269,063.                                                

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COMPENSATION OF EXECUTIVE OFFICERS                                              
--------------------------------------------------------------------------------

     The following tables and discussion summarize the compensation of the chief
executive officer of the Company and each of the four other most highly         
compensated executive officers of the Company for the fiscal year ended December
31, 1993.                                                                       

SUMMARY COMPENSATION TABLE                                                      

                                                        [Enlarge/Download Table]
                                                                                                                                  
                                                                                               Long Term Compensation             
                                                      Annual Compensation                      Awards                  Payouts    
               (a)                    (b)        (c)        (d)          (e)              (f)             (g)            (h)      
                                                                                                      Securities                  
                                                                        Other                         Underlying                  
                                                                       Annual         Restricted         Stock                    
       Name and Principal                      Salary               Compensation         Stock          Options         LTIP      
            Position                 Year        ($)     Bonus ($)       ($)          Awards ($)         (#)1        Payouts ($)  
---------------------------------  ---------  ---------  ---------  -------------  -----------------  -----------  ---------------
                                                                                                                                  
Arthur Ochs Sulzberger...........       1993    515,000    384,560        0                    0          92,571              0   
  Chairman and Chief                    1992    497,500    588,350        0                    0          47,187              0   
  Executive Officer                     1991    482,500    461,440       --                    0          58,842              0   
Lance R. Primis..................       1993    415,000    265,760        0                    0          48,840              0   
  President3                            1992    373,000    305,725        0                    0          34,289              0   
Arthur Ochs Sulzberger, Jr.......       1993    390,000    194,089        0                    0          40,094              0   
  Publisher of The New York             1992    373,140    361,200        0                    0          29,344              0   
  Times3                                                                                                                          
Michael E. Ryan..................       1993    319,000    159,390        0                    0          27,811              0   
  Senior Vice President                 1992    309,000    243,775        0                    0          22,345              0   
                                        1991    297,000    191,240       --                    0          27,864              0   
David L. Gorham..................       1993    310,000    259,390        0                    0          27,811              0   
  Senior Vice President and             1992    297,000    243,775        0                    0          22,345              0   
  Chief Financial Officer               1991    285,000    191,240       --                    0          27,864              0   


               (a)                       (i)                                                                                      
                                      All Other                                                                                   
       Name and Principal           Compensation                                                                                  
            Position                    ($)2                                                                                      
---------------------------------  ---------------                                                                                
Arthur Ochs Sulzberger...........       7,075                                                                                     
  Chairman and Chief                    6,866                                                                                     
  Executive Officer                      --                                                                                       
Lance R. Primis..................         7,075                                                                                   
  President3                              4,820                                                                                   
Arthur Ochs Sulzberger, Jr.......         2,500                                                                                   
  Publisher of The New York               2,500                                                                                   
  Times3                                                                                                                          
Michael E. Ryan..................       7,075                                                                                     
  Senior Vice President                 6,866                                                                                     
                                         --                                                                                       
David L. Gorham..................       7,075                                                                                     
  Senior Vice President and             6,866                                                                                     
  Chief Financial Officer                --                                                                                       

---------------                                                                 

1. The provisions of the stock options, among other things, allow an optionee   
exercising an option to satisfy the exercise price and withholding tax    
obligations by electing to have the Company withhold shares of stock      
otherwise issuable under the option with a market value equal to such     
obligations.                                                              

2. All amounts shown in column (i) represent amounts contributed by the Company 
  as 50% matching contributions for the first 6% of earnings contributed by or
on behalf of the named executive officers to the Company's Supplemental   
Retirement and Investment Plan.                                           

3. Mr. Primis and Mr. Sulzberger, Jr. became executive officers of the Company  
in 1992.                                                                  

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OPTION GRANTS IN LAST FISCAL YEAR                                               

                                                        [Enlarge/Download Table]
                                                                                                                               
                                                                                                                  Grant Date   
                                            Individual Grants1(#)                                                   Value2     
-------------------------------------------------------------------------------------------------------------  ----------------
                        (a)                              (b)            (c)            (d)           (e)             (f)       
                                                                    % of Total                                                 
                                                                      Options                                                  
                                                                    Granted to     Exercise or                    Grant Date   
                                                       Options     Employees in    Base Price    Expiration     Present Value  
                       Name                          Granted (#)    Fiscal Year      ($/SH)         Date             ($)       
---------------------------------------------------  -----------  ---------------  -----------  -------------  ----------------
                                                                                                                               
Arthur Ochs Sulzberger.............................      92,571           4.89        26.50        12/15/2003        818,328   
Lance R. Primis....................................      48,840           2.58        26.50        12/15/2003        431,746   
Arthur Ochs Sulzberger, Jr. .......................      40,094           2.12        26.50        12/15/2003        354,431   
Michael E. Ryan....................................      27,811           1.47        26.50        12/15/2003        245,849   
David L. Gorham....................................      27,811           1.47        26.50        12/15/2003        245,849   

---------------                                                                 

1. The options granted to the named individuals in 1993 become exercisable in   
   installments of 25% of the original grant on each of the first through fourth
   anniversaries of the grant date. All options are for Class A Common Stock and
have an exercise price equal to the market value of the stock on the grant
date. All options were granted under the Company's 1991 Executive Stock   
Incentive Plan, the provisions of which, among other things, allow an     
 optionee exercising an option to satisfy the exercise price and withholding
tax obligations by electing to have the Company withhold shares of stock  
otherwise issuable under the option with a market value equal to such     
obligations.                                                              

2. In accordance with the rules of the SEC, "Grant Date Value" has been         
calculated using the Black-Scholes model of option valuation, adjusted to 
reflect an option term of 7.3 years, which represents the weighted average
  (by number of options) over the past ten years of the length of time between
 the grant date of options under the Company's plans and their exercise date
  for all option exercises of the named executive officers and five others who
   were named executive officers during that period. The model also assumes: (a)
an interest rate that represents the interest rate on a U.S. Treasury Bond
   with a maturity date corresponding to that of the adjusted option term of 7.3
   years; (b) volatility calculated using weekly stock prices for the five years
 (260 weeks) prior to the grant date; and (c) dividends for 1993 at the rate
  of $.56 per share, which was the total amount of dividends paid with respect
to a share of Class A Common Stock in 1993. Based on this model, the      
calculated value of the options on the December 16, 1993, grant date, was 
determined to be $8.84 per option.                                        

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AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR, AND FY-END OPTION VALUES1      

                                                        [Enlarge/Download Table]
                                                                                                                        
               (a)                        (b)            (c-1)          (c-2)             (d)                (e)        
                                                                                                           Value of     
                                                                                       Number of         Unexercised    
                                                                                      Unexercised        In-the-Money   
                                                                                      Options at          Options at    
                                        Shares         Aggregate     Annualized       FY-End (#)          FY-End ($)    
                                       Acquired          Value          Value        Exercisable/        Exercisable/   
               Name                 On Exercise (#)  Realized ($)2  Realized ($)3   Unexercisable4      Unexercisable5  
----------------------------------  ---------------  -------------  -------------  -----------------  ------------------
                                                                                                                        
Arthur Ochs Sulzberger............        32,448          325,015        33,671      126,410/157,383     400,314/194,941
Lance R. Primis...................         4,622           50,987         5,099        78,640/91,405     268,844/113,337
Arthur Ochs Sulzberger, Jr. ......             0          --             --            67,037/80,398     236,469/121,228
Michael E. Ryan...................             0          --             --            66,711/58,502     235,238/ 92,312
David L. Gorham...................         5,146           40,043         4,449        58,335/58,502     194,874/ 92,312

---------------                                                                 

1. All options are for Class A Common Stock. All options were granted either    
under the Company's 1991 Executive Stock Incentive Plan or the Company's  
 Executive Incentive Compensation Plan, the provisions of which, among other
  things, allow an optionee exercising an option to satisfy the exercise price
and withholding tax obligations by electing to have the Company withhold  
   shares of stock otherwise issuable under the option with a market value equal
to such obligations.                                                      

2. Market value of underlying securities at exercise minus the exercise price.  

3. Aggregate Value Realized upon exercise (column c-1) divided by the number of 
years executive held option before exercise (8-10 years in all cases).    

4. Options granted to these executives under the Company's 1991 Executive Stock 
   Incentive Plan become exercisable in four equal installments over a period of
four years from the date of grant.                                        

5. Market value of underlying securities at December 31, 1993 ($26.25), minus   
the option exercise price.                                                

PENSION PLAN TABLE                                                              

   The following table shows the annual estimated benefits payable under the
Company's defined benefit retirement plans upon retirement to employees in      
specified covered compensation and years of credited service classifications.   
The maximum annual benefit payable under the plans is 50% of average annual     
covered compensation for the five highest paid consecutive years out of the most
recent 10 years. The maximum annual benefit is payable with 20 years of credited
service and is prorated for less than 20 years. The highest amount of           
compensation shown in the following table is approximately equal to 120% of the 
highest amount of covered compensation of the most highly compensated person    
named in the Summary Compensation Table above. The amount of estimated annual   
benefit is based upon the assumptions that the individual will remain in the    
employ of the Company until age 60 and that the Company's nonqualified          
supplemental executive retirement plan will continue in force in its present    
form.                                                                           

                                                                [Download Table]
                                                            
       Highest             Estimated Annual Pension for     
     Consecutive              Representative Years of       
      Five-Year                  Credited Service           
       Average         -------------------------------------
    Compensation           10           15           20     
---------------------  -----------  -----------  -----------
                                                            
    $     200,000      $    50,000  $    75,000  $   100,000
          400,000          100,000      150,000      200,000
          700,000          175,000      262,500      350,000
        1,000,000          250,000      375,000      500,000

Benefits are calculated on a straight-life annuity basis and are not  
subject to any reduction for Social Security or other offset amounts.           

    For executive officers, annual covered compensation for 1993 is the sum of
(i) the amounts shown for 1993 in column (c) of the Summary Compensation Table  
above, (ii) the portion of the bonus earned                                     
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for 1993 which was paid in 1993 and (iii) the portion of the annual bonus earned
for 1992 which was paid in 1993. The Company generally pays more than 50% of the
annual bonus earned for a particular year in that year and pays the remainder   
early in the following year. The covered compensation under the plans as of     
December 31, 1993, for each of the executive officers named in this section of  
the Proxy Statement is: Arthur Ochs Sulzberger: $811,542; Lance R. Primis:      
$594,715; Arthur Ochs Sulzberger, Jr.: $601,069; Michael E. Ryan: $451,235; and 
David L. Gorham: $542,234. These executive officers had the following full years
of credited service as of December 31, 1993: Arthur Ochs Sulzberger, 40; Lance  
R. Primis, 24; Arthur Ochs Sulzberger, Jr., 15; Michael E. Ryan, 34; and David  
L. Gorham, 19.                                                                  

PERFORMANCE PRESENTATION                                                        

  The following graph shows the annual cumulative total shareholder return
for the five years ending December 31, 1993, on an assumed investment of $100 on
December 31, 1988 (as measured by dividing (a) the sum of (i) the cumulative    
amount of dividends declared for the measurement period, assuming monthly       
reinvestment of dividends and (ii) the difference between the issuer's share    
price at the end and the beginning of the measurement period by (b) the share   
price at the beginning of the measurement period), of the Company, Standard &   
Poor's S&P 500 Stock Index and an average weighted by market capitalization at  
the beginning of each annual measurement period for the Company and the         
following other communications companies: Dow Jones & Company, Inc., Gannett    
Co., Inc., Knight-Ridder, Inc., Meredith Corporation, Media General, Inc., The  
Times Mirror Company, Tribune Company and The Washington Post Company.          

[Performance chart to be filed by paper format on Form SE]

COMPENSATION COMMITTEE REPORT                                                   

    The Compensation Committee has furnished the following report on executive
compensation for inclusion in this proxy statement:                             

To the Stockholders of The New York Times Company:                    

          Compensation for the Company's executive officers, including the Chief
 Executive Officer, is designed to reward and create incentives for high
   levels of individual and Company performance and to serve effectively the
 interests of the Company and its stockholders. Direct links between the
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performance of the Company and executive compensation are created by  
     conditioning the payment of annual and long-term bonuses on the achievement
of financial targets. These targets are reviewed and approved by the  
 Committee in conjunction with its review of the Company's strategic and
    operating plans. The interests of executives are directly tied to those of
   stockholders by granting stock options as part of executive compensation.
Stock options produce value for executives only if the Company's stock
 price increases over the option grant price, which is set at the market
price on the date of grant.                                           

   For 1993, the Committee, which consisted solely of non-employee
     directors of the Company, structured compensation for executive officers to
consist of four elements: base salary, an annual bonus potential, a   
  long-term bonus potential and stock options. Bonus amounts actually paid
   were based on Company performance. Since a large share of total potential
cash compensation for executive officers depended on incentive bonus  
potentials, a large portion of potential cash compensation was tied to
     Company performance. The more responsible the executive officer's position,
    the greater the portion of potential total cash compensation that depended
on incentive bonus potentials.                                        

  Prior to the Committee's determination of base salaries, bonus
    potentials and option grants for the Company's Chief Executive Officer and
    its executive officers, management reported to the Committee on its review
of data prepared by outside consultants that focused on current base  
 salaries, annual bonus potentials and long-term compensation, including
   option grants, for comparable executive positions at other companies, and
  on data informally gathered by management with respect to wage trends in
the communications industry.                                          

          The Compensation Committee believes that the Company's competition for
   executive talent is not necessarily limited to the peer group established
  to compare shareholder returns. For this reason, the Committee, while it
    reviews compensation information for that group of companies, also reviews
and considers compensation at other companies, including several other
   communications companies. The Committee also believes it is important to,
and does, consider other factors such as individual performance,      
performance of the executive's operating unit where applicable and the
performance of the Company as a whole.                                

        Base salaries for 1993 were set for executive officers in late 1992.
 Increases in base salaries over 1992, including increases for the named
executive officers, were based on a review of the competitive data and
other factors described above. Base salaries are generally reviewed   
annually (when they are set), but in certain cases, such as when an   
executive officer assumes increased responsibilities during the year, 
 interim increases to base salaries may be reviewed by the Committee and
increases granted. This was the case in several instances in 1993. No 
  interim increases were made for any of the named executive officers. The
    Committee believes that base salaries are appropriate in light of salaries
paid for competitive positions at other companies, the individual     
performance of the executives, and the performance of the Company and,
where appropriate, the applicable operating unit.                     

       Annual bonus potentials for 1993 were set for executive officers in
     late 1992 as a specified portion of each such person's base salary. Payment
of a percentage of the potential amounts depended on the level of     
  achievement of financial performance targets which were also set in late
     1992. These financial targets were generally based on operating earnings of
the Company or of the person's unit and excluded the effect of unusual
  events. For 1993, targets for annual bonuses were generally met at lower
levels than for 1992. The Committee also approved a few special bonus 
payments to executive officers, including one to the Chief Financial  
   Officer in recognition of his role in connection with the negotiation and
completion of the acquisition of The Boston Globe.                    

          Long-term bonus potentials for the three-year cycle that ended in 1993
   were set in late 1990 at a specified percentage of an executive officer's
base salary. Payment depended solely on the achievement of cumulative 
earnings per share growth targets for the Company. The targets for the
     three-year cycle that ended in 1993 were not met, and therefore, consistent
with the Company's                                                    
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    philosophy of relating compensation to performance, no long-term bonus was
paid to any executive officer for that cycle.                         

         The number of stock options granted to each executive officer in 1993
   was determined by dividing a specified dollar amount for the grant by the
     market price of stock on the grant date. The more responsible the executive
    officer's position, the greater the dollar amount of the grant. The dollar
     amounts of the 1993 grants increased significantly over the amounts used to
determine grants in past years because the Committee has suspended the
    long-term incentive plan for periods beginning in or after 1994. (Existing
    three-year cycles under the plan remain in effect.) The Committee believes
  that these additional option grants will strengthen the ties between the
     interests of executives and those of stockholders and thus more effectively
serve the interests of the stockholders as well as create additional  
incentives for high levels of Company performance.                    

    The size of the dollar amount of the grant is based in part on a
review of stock option grants and other long-term compensation made to
executives in comparable positions at other companies. These data were
     supplied by an outside consultant. All stock options granted in 1993 had an
     exercise price equal to the market price of the Class A Common Stock at the
  time of grant. In order to assure the retention of high level executives
and to tie the compensation of those executives to the creation of    
   long-term value for stockholders, the Committee provided that these stock
 options generally become exercisable in equal portions over a four-year
  period. The Committee views options as a means of motivating performance
 and as part of an executive's total compensation. The number of options
 previously granted that remain outstanding was not considered in making
option grants in 1993.                                                

         The Internal Revenue Code has set limitations on the deductibility of
     compensation paid to executive officers effective in 1994. Depending on the
final form of applicable Treasury regulations and the Company's future
compensation structure, the Committee will consider recommending      
appropriate steps that may be necessary to preserve all available tax 
deductions for the Company.                                           

        For 1993, the base salary for the Company's Chief Executive Officer,
    Arthur Ochs Sulzberger, increased 3.5% over 1992. The annual bonus paid to
     Mr. Sulzberger for 1993 decreased by approximately 35% over the amount paid
   for 1992. The decrease resulted from the fact that the earnings per share
   target set for the annual bonus was met at a higher level in 1992 than in
   1993. No long-term bonus was paid to any executive officer, including Mr.
Sulzberger, for the three-year plan cycle ended in 1993 because the   
     financial targets set by the Committee in December 1990 for that cycle were
  not met. Mr. Sulzberger's maximum potential long-term and annual bonuses
    payable for 1993 represented approximately 65% of his total potential cash
    compensation for 1993; his actual bonus for 1993 represented approximately
43% of his total cash compensation for 1993.                          

         The Committee believes that Mr. Sulzberger's 1993 salary increase and
his annual bonus are appropriate in light of his role in the Company's
   performance in a difficult economic climate for communications companies,
   the negotiation and completion of the acquisition of The Boston Globe and
the integration of that business into the Company's structure.        

                             Richard L. Gelb, Chairman
                 John F. Akers
                          Louis V. Gerstner, Jr.
                      Marian S. Heiskell
                      Robert A. Lawrence
                       Charles H. Price II

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION                     

The current members of the Compensation Committee are Richard L. Gelb,
Chairman, John F. Akers, Louis V. Gerstner, Jr., Marian S. Heiskell, Robert A.  
Lawrence and Charles H. Price II. Mrs. Heiskell is a sister of Arthur Ochs      
Sulzberger, Chairman and Chief Executive Officer of the Company. For a          
description of the employment by the Company of a child and other family members
of Mrs. Heiskell, see "Interest of Directors in Certain Transactions of the     
Company." Mrs. Heiskell does not participate in any vote respecting the         
compensation of any family members.                                             

--------------------------------------------------------------------------------
PROPOSAL NUMBER 2                                                               
AMENDMENT OF EMPLOYEE STOCK PURCHASE PLAN                                       
--------------------------------------------------------------------------------

   A proposal to amend the Employee Stock Purchase Plan (the "Stock Purchase
Plan") will be submitted to stockholders to authorize the reservation of an     
additional 6,000,000 shares of Class A Common Stock that may be sold under the  
Stock Purchase Plan. As a result of this amendment, an aggregate of 6,991,882   
shares may be sold pursuant to the Stock Purchase Plan (in addition to the      
20,808,118 shares that have been sold since the Plan's adoption in 1969).       

DESCRIPTION OF THE STOCK PURCHASE PLAN                                          

     The Stock Purchase Plan was adopted by stockholders at their Annual Meeting
in April 1969. It authorizes the Board from time to time to make offerings of   
Class A Common Stock for sale to eligible employees of the Company and          
designated affiliated companies at not less than 85% of the market price of such
stock on the date of the offering or 85% of the market price of such stock on   
the last day of the purchase period, whichever is lower. All individuals with a 
regularly scheduled work week of 20 hours or more who are employees of the      
Company or its wholly-owned affiliated companies on a specified date prior to   
the year payroll deductions begin for the offering in question, including       
officers and employee directors (except for any employee owning more than 5% of 
the combined voting power or value of all classes of the stock of the Company), 
are eligible to participate in the Stock Purchase Plan. Certain other employees 
may participate in the Stock Purchase Plan if they work an average of at least  
20 hours a week during specified periods.                                       

The purpose of the Stock Purchase Plan is to provide an opportunity by
which all eligible employees may purchase shares of Class A Common Stock through
voluntary, systematic payroll deductions. By this means such employees are      
provided with an opportunity to acquire an interest in the economic progress of 
the Company and a further incentive to promote its best interests.              

Payment for shares is made through payroll deductions in a uniform    
relationship to the eligible compensation received by each employee over the    
period of time in which such compensation is paid, which cannot exceed 27 months
(the "Purchase Period"). For the current offering the Purchase Period is the    
calendar year 1994. Interest on amounts so deducted is credited toward the      
purchase price of the shares. An employee may withdraw from the Stock Purchase  
Plan at any time prior to the second to last day of the Purchase Period and     
receive a full refund of accumulated contributions, with interest. If no such   
withdrawal is made, an employee is deemed to have exercised an option to        
purchase shares on the last day of the Purchase Period. The Stock Purchase Plan 
contemplates that all moneys withheld from employees will be under the control  
of the Company and can be used for general corporate purposes. In the event of  
termination of a participant's employment by retirement, death, or disposition  
by the Company of its affiliate employing such participant, such person or his  
estate will be offered an opportunity to purchase as many full shares as may be 
equal to the amounts deducted from his compensation (plus interest) divided by  
the initial offering price. The maximum number of shares that may be purchased  
under the Stock Purchase Plan is a number equal to $25,000 divided by the fair  
market value of the Class A Common Stock on the date of the offering.           

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 The following table shows the shares purchased for 1993 under the Stock
Purchase Plan for the executive officers named in the Summary Compensation      
Table, all executive officers as a group and all employees as a group:          

                                                        [Enlarge/Download Table]
                                                                                                                 
                                                                                DOLLAR VALUE                     
     NAME AND POSITION                                                              ($)1        NUMBER OF SHARES 
----------------------------------------------------------------------------  ----------------  -----------------
                                                                                                                 
Arthur Ochs Sulzberger......................................................               N/A                  0
  Chairman and Chief Executive Officer                                                                           
Lance R. Primis.............................................................             4,043                938
  President                                                                                                      
Arthur Ochs Sulzberger, Jr..................................................               754                175
  Publisher of The New York Times                                                                                
Michael E. Ryan.............................................................               N/A                  0
  Senior Vice President                                                                                          
David L. Gorham.............................................................             4,043                938
  Senior Vice President and Chief Financial Officer                                                              
Executive officers as a group (13 persons)..................................            36,782              8,534
Non-executive officer directors as a group..................................               N/A                  0
Non-executive officer employee group (4,062 persons)........................         3,497,406            811,463

---------------                                                                 

1. The dollar value is computed by multiplying the aggregate number of shares   
   purchased by the difference between the purchase price and the average market
price of the Class A Common Stock on the date the option to purchase was  
  deemed exercised. This computation does not necessarily mean that the shares
  so acquired have actually been sold or that, if they are sold in the future,
these amounts will be the actual amounts realized on such sales.          

FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE STOCK PURCHASE PLAN     

  Counsel has provided the Company with the following brief summary of the
federal income tax consequences under the Code of participation in the Stock    
Purchase Plan.                                                                  

  An employee will not realize taxable income upon the grant of a right to
purchase shares or upon the purchase of shares pursuant to the terms of the     
Stock Purchase Plan even though the price paid for the shares is less than their
fair market value. If an employee disposes of shares acquired under the Stock   
Purchase Plan, the amount of ordinary income, capital gain or capital loss      
realized will depend on the holding period of the shares. Under current federal 
law, net capital gain is taxed at the same rate as ordinary income up to a      
maximum rate of 28%.                                                            

     If the employee disposes of shares more than one year after the shares have
been transferred and more than two years after the date of grant, the employee  
will realize ordinary income in the year of disposition equal to the lesser of  
(i) 15% of the fair market value of the shares on the date of grant or (ii) the 
amount by which the fair market value of the shares on the date of disposition  
exceeds the purchase price. Any additional gain from the sale will be long-term 
capital gain.                                                                   

If the shares are disposed of within either of the holding periods    
described above (a disqualifying disposition), the employee will realize        
ordinary income equal to the excess of the fair market value of the shares on   
the date of purchase pursuant to the Plan over the purchase price. This excess  
is taxed as ordinary income even if the shares are sold at a loss. In addition, 
the employee will have capital gain or loss measured by the difference between  
(i) the sale price and (ii) the purchase price plus the amount of ordinary      
income recognized.                                                              

  The Company generally is not entitled to an income tax deduction when an
employee exercises an option to purchase a share under the Stock Purchase Plan  
or upon the subsequent disposition of any such share. If the disposition is a   
disqualifying disposition, the Company will be entitled to an income tax        
deduction in the year of such disposition in an amount equal to the amount of   
ordinary income recognized by the employee as a result of such disposition.     

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CURRENT OFFERING                                                                

In September 1993 the Board authorized a 1994 Offering under the Stock
Purchase Plan at 85% of the average market price on November 1, 1993 ($20.03 per
share, 85% of $23.5625), or 85% of the market price on December 29, 1994,       
whichever is lower. On February 28, 1994, the last reported sale price of the   
stock on the American Stock Exchange was $28. Payroll deductions for the 1994   
Offering are being made at a rate of 1% to 10% of the eligible compensation     
received by an employee during the period from January 1, 1994, to December 31, 
1994.                                                                           

About 44% of the approximately 14,000 eligible full-time and part-time
employees subscribed to the 1994 Offering. There are currently 991,882 shares of
Class A Common Stock reserved for issuance under the Stock Purchase Plan. Based 
on current participation and the initial offering price, it is estimated that   
1,100,000 shares will be issuable in December 1994. It is therefore necessary to
reserve additional shares for such 1994 Offering. The Board believes it is      
appropriate at this time to have sufficient shares available for several        
offerings. Accordingly, the Board is recommending that the stockholders         
authorize an amendment to the Stock Purchase Plan so that an additional         
6,000,000 shares of Class A Common Stock may be offered under it.               

If the stockholders approve this amendment to the Stock Purchase Plan,
6,000,000 additional shares of Class A Common Stock of the Company will be      
reserved for future offerings under the Stock Purchase Plan.                    

     The Board of Directors recommends a vote FOR the following resolution which
will be presented to the meeting:                                               

RESOLVED, that Section 4 of the Employee Stock        
Purchase Plan, approved by the stockholders of this             
Company on April 22, 1969, and amended on April 20,             
1971, April 26, 1977, April 21, 1981, April 24,                 
1984, and April 18, 1989, be, and it hereby is,                 
amended to increase the number of shares of Class A             
Common Stock to be sold under the Employee Stock                
Purchase Plan by an additional 6,000,000.                       

     The affirmative vote of the holders of a majority of the outstanding shares
of Class A and Class B Common Stock, voting together as one class, is required  
for approval of this resolution. As a result, an abstention or broker non-vote  
will have the same effect as a vote against the foregoing resolution.           

--------------------------------------------------------------------------------
PROPOSAL NUMBER 3                                                               
SELECTION OF AUDITORS                                                           
--------------------------------------------------------------------------------

     The Company has an Audit Committee of the Board of Directors, whose members
are appointed annually by the Board. The Audit Committee currently consists of  
George B. Munroe, Chairman, A. Leon Higginbotham, Jr., George L. Shinn, Donald  
M. Stewart and Cyrus R. Vance, none of whom is an employee of the Company.      

     The Audit Committee has selected the firm of Deloitte & Touche, independent
certified public accountants, as auditors of the Company for the year ending    
December 31, 1994, subject to ratification of such selection by the Class A and 
Class B stockholders of the Company voting together as one class. Deloitte &    
Touche and its predecessor firm, Deloitte Haskins & Sells, have audited the     
financial statements of the Company for many years.                             

  The Company has been informed by Deloitte & Touche that such firm has no
direct financial interest nor any material indirect financial interest in the   
Company or any of its affiliated companies. Neither Deloitte & Touche nor its   
predecessor has had any connection during the past five years with the Company  
or any of its affiliated companies in the capacity of promoter, underwriter,    
voting trustee, director, officer or employee.                                  

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     A representative of Deloitte & Touche will be present at the Annual Meeting
and will be afforded the opportunity to make a statement if he decides to do so.
Such representative will also be available to respond to appropriate questions  
from stockholders at the Annual Meeting.                                        

     The Board of Directors recommends a vote FOR the following resolution which
will be presented to the meeting:                                               

RESOLVED, that the selection, by the Audit            
Committee of the Board of Directors, of Deloitte &              
Touche, independent certified public accountants,               
as auditors of the Company for the year ending                  
December 31, 1994, is hereby ratified, confirmed                
and approved.                                                   

    The affirmative vote of the holders of a majority of the shares of Class A
and Class B Common Stock represented at the Annual Meeting, in person or by     
proxy, voting together as one class, is required for approval of this           
resolution. As a result, an abstention or a broker non-vote will have the same  
effect as a vote against the foregoing resolution.                              

--------------------------------------------------------------------------------
OTHER MATTERS                                                                   

--------------------------------------------------------------------------------

DISCRETIONARY AUTHORITY TO VOTE PROXY                                           

Management does not know of any other matters to be considered at the 
Annual Meeting. If any other matters do properly come before the meeting, the   
Proxy will be voted in respect thereof in accordance with the best judgment of  
the persons authorized therein, and the discretionary authority to do so is     
included in the Proxy.                                                          

ANNUAL REPORT; ANNUAL REPORT ON FORM 10-K                                       

   The Annual Report of the Company for the year 1993 accompanies this Proxy
Statement. Audited financial statements for 1993 are included in the Appendix to
this Proxy Statement.                                                           

   Stockholders who would like a copy of the Company's 1993 Annual Report on
Form 10-K as filed with the SEC may obtain it, free of charge, upon request to  
the Secretary of the Company.                                                   

SUBMISSION OF STOCKHOLDER PROPOSALS                                             

 Stockholders who intend to present proposals at the 1995 Annual Meeting
must insure that such proposals are received by the Secretary of the Company not
later than November 21, 1994. Such proposals must meet the requirements of the  
SEC to be eligible for inclusion in the Company's 1995 proxy materials.         

By Order of the Board of Directors.                                             
LAURA J. CORWIN                                                                 
Secretary                                                                       
New York, N. Y.                                                                 
March 21, 1994                                                                  

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Appendix              
1993 Financial Report             

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THE NEW YORK TIMES COMPANY
1993 Consolidated Financial Statements

----------------------------------------------------------------------          
Contents                                                         Page           
----------------------------------------------------------------------          
Financial Highlights                                               F-1          

Segment Information                                                F-2          

Management's Discussion and Analysis                               F-4          

Consolidated Statements of Operations                              F-8          

Consolidated Balance Sheets                                        F-9          

Consolidated Statements of Cash Flows                             F-11          

Consolidated Statements of Stockholders' Equity                   F-13          

Notes to Consolidated Financial Statements                        F-14          

Independent Auditors' Report                                      F-26          

Management's Responsibilities Report                              F-26          

Market Information                                                F-26          

Quarterly Information                                             F-27          

Ten-Year Supplemental Financial Data                              F-28          

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FINANCIAL HIGHLIGHTS                                                            

                                                        [Enlarge/Download Table]

-------------------------------------------------------------------------------------------------------------------- 
Dollars in thousands except per share data                                Year Ended December 31                     
                                                         1993         1992         1991         1990        1989     
-------------------------------------------------------------------------------------------------------------------- 
                                                                                                                     
REVENUES AND INCOME                                                                                                  
Revenues                                              $2,019,654   $1,773,535   $1,703,101   $1,776,761   $1,768,893 
Operating profit                                         126,581       88,408       93,639      129,779      169,044 
Income from continuing operations before income                                                                      
  taxes and equity in operations of forest                                                                           
  products group                                         101,206        8,525       63,053      110,190      148,364 
Income (Loss) from continuing operations before                                                                      
  equity in operations of forest products group           57,975       (2,554)      41,293       60,871       84,097 
Equity in operations of forest products group            (51,852)      (8,718)       5,700        3,965      (15,922)
Income (Loss) from continuing operations before                                                                      
  net cumulative effect of accounting changes              6,123      (11,272)      46,993       64,836       68,175 
Income from discontinued operations, net of taxes           -            -            -            -         198,448 
Net cumulative effect of accounting changes                 -         (33,437)        -            -            -    
Net income (loss)                                          6,123      (44,709)      46,993       64,836      266,623 
-------------------------------------------------------------------------------------------------------------------- 
FINANCIAL POSITION                                                                                                   
Property, plant and equipment - net                    1,112,024      902,755      966,593    1,013,430      972,474 
Total assets                                           3,215,204    1,994,974    2,127,981    2,149,623    2,187,520 
Long-term debt and capital lease obligations             460,063      206,911      213,487      319,449      337,417 
Common stockholders' equity                            1,598,883      999,630    1,073,442    1,055,785    1,064,446 
-------------------------------------------------------------------------------------------------------------------- 
PER SHARE OF COMMON STOCK                                                                                            
Continuing operations before net cumulative                                                                          
  effect of accounting changes                               .07         (.14)         .61          .85          .87 
Discontinued operations                                     -            -            -            -            2.52 
Net cumulative effect of accounting changes                 -            (.43)        -            -            -    
Net income (loss)                                            .07         (.57)         .61          .85         3.39 
Dividends                                                    .56          .56          .56          .54          .50 
Common stockholders' equity (end of year)                  14.96        12.54        13.70        13.68        13.63 
-------------------------------------------------------------------------------------------------------------------- 
KEY RATIOS (See notes below)                                                                                         
Operating profit to revenues                                   6%           5%           5%           7%          10%
Income from continuing operations before equity in                                                                   
  operations of forest products group to revenues              3%           2%           2%           3%           5%
Return on average stockholders' equity                      -               2%           4%           6%          27%
Return on average total assets                              -               1%           2%           3%          13%
Long-term debt and capital lease obligations to                                                                      
  total capitalization                                        22%          17%          17%          23%          24%
Current assets to current liabilities                        .89         1.08          .89          .81          .86 
-------------------------------------------------------------------------------------------------------------------- 
EMPLOYEES                                                 13,000       10,100       10,100       10,400       10,600 
-------------------------------------------------------------------------------------------------------------------- 
Amounts for 1993 have been affected by the October 1, 1993 acquisition of The Boston Globe (see Note 2).             


In September 1992 the Company closed The Gwinnett (Ga.) Daily News and sold the 
residual assets.  The closing and related sale resulted in a pre-tax loss of    
$53.8 million ($37.1 million after taxes or $.47 per share).  This transaction  
is not reflected in the 1992 income amounts used in the applicable key ratio    
calculations presented above.                                                   

Net cumulative effect of accounting changes reflects the 1992 adoption of the   
change in methods of accounting for income taxes, postretirement benefits other 
than pensions and postemployment benefits.  The net cumulative effect is not    
reflected in the 1992 income amounts used in the applicable key ratio           
calculations presented above.                                                   

For 1993, return on average stockholders' equity and return on average total    
assets are less than 1 percent due to several  factors which lowered net income 
for the year.  See Management's Discussion and Analysis on page F-4.            

F-1   

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SEGMENT INFORMATION                                                             
------------------------------------------------------------------------------  
The Company has classified its business into the following segments and equity  
interests:                                                                      

NEWSPAPERS: The New York Times, The Boston Globe, 28 regional newspapers, a     
wholesale newspaper distribution business in the New York City metropolitan     
area and a one-half interest in the International Herald Tribune S.A.           

MAGAZINES: Numerous publications and related activities in the women's          
publishing and sports/leisure fields.                                           

BROADCASTING/INFORMATION SERVICES: Five network-affiliated television stations, 
two radio stations, a news service, a features syndicate, TimesFax and licensing
operations of The New York Times databases and microfilm.                       

FOREST PRODUCTS: Equity interests in two newsprint companies and a partnership  
in a supercalendered paper mill that together supply the major portion of the   
Newspaper Group's annual paper requirements.                                    

------------------------------------------------------------------------------- 
Dollars in thousands                                 Year Ended December 31     
                                                1993         1992         1991
------------------------------------------------------------------------------- 
REVENUES                                                                        
Newspapers                                 $1,537,934   $1,306,952   $1,274,435 
Magazines                                     394,463      386,120      352,686 
Broadcasting/Information services              87,257       80,463       75,980 
------------------------------------------------------------------------------- 
Total                                      $2,019,654   $1,773,535   $1,703,101 
------------------------------------------------------------------------------- 
OPERATING PROFIT (LOSS)                                                         
Newspapers                                 $  114,332   $   81,173   $   93,578 
Magazines                                      12,330        9,929         (492)
Broadcasting/Information services              19,403       14,766       13,957 
Unallocated corporate expenses                (19,484)     (17,460)     (13,404)
------------------------------------------------------------------------------- 
Total                                         126,581       88,408       93,639 
Interest expense, net of interest income       25,375       26,115       30,586 
Loss on disposition of Gwinnett Daily News       -          53,768         -    
------------------------------------------------------------------------------- 
Income before income taxes and equity                                           
 in operations of forest products group      101,206        8,525       63,053
Income taxes                                   43,231       11,079       21,760 
------------------------------------------------------------------------------- 
Income (Loss) before equity in                                                  
 operations of forest products group          57,975       (2,554)      41,293
Equity in operations of forest products                                         
 group                                       (51,852)      (8,718)       5,700
------------------------------------------------------------------------------- 
INCOME (LOSS) BEFORE NET CUMULATIVE                                             
EFFECT OF ACCOUNTING CHANGES               $    6,123   $  (11,272)  $   46,993 
------------------------------------------------------------------------------- 
See notes to consolidated financial statements.                                 

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SEGMENT INFORMATION                                                             
------------------------------------------------------------------------------- 
Dollars in thousands                                 Year Ended December 31     
                                                 1993        1992         1991
------------------------------------------------------------------------------- 
DEPRECIATION AND AMORTIZATION                                                   
Newspapers                                  $   98,957  $   74,495   $   77,090 
Magazines                                       18,616      20,628       26,683 
Broadcasting/Information services               10,731      12,424       12,621 
Corporate                                          528         385          446 
------------------------------------------------------------------------------- 
Total                                       $  128,832  $  107,932   $  116,840 
------------------------------------------------------------------------------- 
CAPITAL EXPENDITURES                                                            
Newspapers                                  $   71,746  $   42,675   $   21,867 
Magazines                                        3,059       1,888        1,467 
Broadcasting/Information services                3,323       1,863        2,697 
Corporate                                        1,491         903          169 
------------------------------------------------------------------------------- 
Total                                       $   79,619  $   47,329   $   26,200 
------------------------------------------------------------------------------- 
IDENTIFIABLE ASSETS AT DECEMBER 31                                              
Newspapers                                  $2,676,779  $1,321,667   $1,444,462 
Magazines                                      247,723     255,777      272,323 
Broadcasting/Information services              113,675     117,679      122,436 
Corporate                                      101,007     160,459      125,760 
Investment in forest products group             76,020     139,392      163,000 
------------------------------------------------------------------------------- 
Total                                       $3,215,204  $1,994,974   $2,127,981 
------------------------------------------------------------------------------- 
See notes to consolidated financial statements.                                 

Newspaper Group amounts for 1993 have been affected by the October 1, 1993      
acquisition of The Boston Globe (see Note 2).                                   

Newspaper Group operating profit for 1993, 1992 and 1991 includes charges of    
$35.4 million, $28.0 million and $20.0 million, respectively, for costs related 
to staff reductions at The New York Times newspaper.                            

Equity in operations of Forest Products Group and investment in Forest Products 
Group for 1993 reflect an after-tax noncash charge of $47.0 million to write    
down the Company's investment in this Group to reflect current operating        
conditions and economic factors in the industry.                                

Newspaper Group operating results for 1992 were negatively affected by $21.4    
million for labor disruptions and training and start-up costs related to the new
production and distribution facility located in Edison, New Jersey ("Edison")   
for The New York Times newspaper.                                               

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MANAGEMENT'S DISCUSSION AND ANALYSIS                                            
------------------------------------------------------------------------------- 
Per share amounts in the following Management's Discussion and Analysis are     
computed on an after-tax basis.                                                 

Results of Operations: 1993 Compared with 1992                                  

In 1993, the Company reported net income of $6.1 million, or $.07 per share     
compared with a net loss of $44.7 million, or $.57 per share, in 1992.          

Earnings for 1993 were affected by the following factors:                   

             - $47.0 million after-tax charge ($.56 per share) against equity in
       operations of the Forest Products Group to write down the
            Company's investment in the Group to reflect current operating
conditions and economic factors in the industry.  

            - $30.0 million pre-tax charge ($.20 per share) to cover severance
             and related costs resulting from anticipated white-collar staff
       reductions at The New York Times newspaper ("The Times").

           - $5.4 million pre-tax charge ($.03 per share) to cover severance
               and related costs resulting from voluntary early retirements from
the composing room of The Times.                  

             - $2.6 million pre-tax gain ($.02 per share) on the sale of assets.

             - $5.6 million tax expense ($.07 per share) due to the enactment of
             the Omnibus Budget Reconciliation Act of 1993 ("Tax Act") which
             increased the Federal corporate income tax rate from 34 percent
          to 35 percent retroactively to January 1, 1993, affected the
      deductibility of certain costs and caused the Company to
               remeasure its  year-end 1992 deferred tax balances to reflect the
higher tax rate.                                  

            - $3.7 million pre-tax ($.02 per share) in unfavorable advertising
               and circulation rate adjustments due to a snowstorm in March that
disrupted delivery of The Times.                  

Earnings for 1992 were affected by the following factors:                   

            - $33.4 million after-tax charge ($.43 per share) for the adoption
          as of January 1, 1992, of three mandated non-cash accounting
          changes related to income taxes, postretirement benefits and
postemployment benefits.                          

      - $3.1 million pre-tax gain ($.02 per share) on the sales of
assets.                                           

            - $28.0 million pre-tax charge ($.20 per share) to cover severance
   and related costs for production unions at The Times.

             - $53.8 million pre-tax loss ($.47 per share) due to the closing of
            The Gwinnett (Ga.) Daily News, the sale of its residual assets
and its 1992 operations.                          

            - $10.4 million pre-tax ($.07 per share) for training and start-up
          costs related to The Times's new production and distribution
facility located in Edison, N.J. ("Edison").      

           - $11.0 million pre-tax ($.08 per share) due to labor disruptions
            arising from a dispute between independent distributors of The
Times and its Drivers' Union.                     

Exclusive of the factors described above for the 1993 and 1992 periods,     
earnings would have been $.93 per share in 1993 compared with $.66 per share in 
1992.                                                                           

Consolidated revenues for 1993 increased to $2.02 billion from $1.77 billion
in 1992, due principally to the October 1, 1993 acquisition of The Boston Globe 
("The Globe"), the June 1992 acquisition of two wholesale newspaper distribution
businesses and higher advertising and circulation revenues.  Costs and expenses 
after excluding special items increased to $1.86 billion from $1.64 billion in  
1992.  The increase was due principally to the October 1993 Globe acquisition,  
the June 1992 wholesale distribution business acquisition and higher newsprint, 
depreciation, and payroll and benefit costs.                                    

Operating profit after excluding the special factors rose to $163.1 million 
from $134.7 million in 1992 due principally to higher advertising and           
circulation revenues in the Newspaper Group, which included the operations of   
The Globe subsequent to October 1, 1993 and a strong performance by the         
Company's television stations which was partially offset by higher newsprint    
prices and increased depreciation.                                              

Interest expense, net of interest income, declined to $25.4 million in 1993 
from $26.1 million in 1992.  Lower levels of borrowings through the first half  
of 1993 were partially offset by increased borrowings in connection with the    
Company's stock repurchase program (see Note 13) and the utilization of cash    
balances in connection with the October 1, 1993 acquisition of The Globe.       

The Company's effective income tax rate for 1993 was 42.7 percent compared  
with 44.5 percent in 1992, exclusive of the effect of the Gwinnett transaction. 
The lower rate is due principally to the recognition of capital loss            
carryforwards and state operating loss carryforwards, which were partially      
offset by the negative impact of the Tax Act.                                   

A discussion of the operating results of the Company's segments and equity  
interests follows:                                                              

Exclusive of the special pre-tax items ($36.5 million in 1993 and $47.9     
million in 1992), operating profit of the Newspaper Group was $150.8 million    
compared with $129.1 million in 1992 on revenues of $1.54 billion and $1.31     
billion respectively.  Improvements in revenues were due to higher advertising  
and circulation rates, principally at The Times, the June 1992 acquisition of   
two wholesale newspaper distribution businesses and the October 1, 1993         
acquisition of The Globe.  The higher operating profit results principally      
from the inclusion of the results of The Globe since the October 1, 1993        
acquisition date, higher advertising and circulation revenues, cost controls    
throughout the Group and cost savings related to Edison, which were partially   
offset by advertising weakness at the Company's two California regional         
newspapers, increased depreciation and start-up and redesign costs related to   
certain sections of The Times.                                                  

F-4       

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MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)                                
------------------------------------------------------------------------------- 
Advertising linage at The Times increased 1.0 percent over 1992 to 77.8     
million lines.  Retail advertising rose 4.9 percent over 1992 while national and
classified advertising declined 2.4 percent and 4.1 percent respectively.       
Circulation of The Times for the year ended December 31, 1993 was 1,179,000     
copies weekdays, approximately equal to the 1992 period.  Sunday circulation of 
1,781,200 copies reached a record high, up 17,100 copies over the prior year.   

At The Globe, full-run advertising volume for the year 1993 increased 4.0   
percent over 1992 to 2.5 million inches.  Retail and classified advertising     
increased 9.9 percent and 2.6 percent, respectively, over 1992, but national    
advertising declined 1.6 percent.  Circulation of The Globe for the year ended  
December 31, 1993 was 504,600 copies weekdays, down 3,300 copies, and 814,500   
copies Sundays, up 2,700 copies.                                                

At the 30 regional newspapers that were in the Group for the entire 1993 and
1992 periods (two weekly newspapers were sold at the end of 1993), advertising  
volume increased 3.9 percent to 35.2 million inches.  The 1993 amount includes a
significantly higher volume of advertising inserts.  Circulation for the daily  
regional newspapers for the year ended December 31, 1993 was 851,000 copies     
weekdays, up 4,500 copies, and 853,700 copies Sundays, up 9,200 copies.         
Circulation for the non-dailies was 72,700 copies, down 500 copies.             

 The Magazine Group's operating profit was $12.3 million in 1993 compared with
$9.9 million in 1992 on revenues of $394.5 million and $386.1 million           
respectively.  Exclusive of the amortization costs associated with the          
acquisitions of McCall's and Golf World (U.S.), the Group's operating profit was
$25.4 million in both years.  Results for 1993 were adversely affected by an    
August 1993 lawsuit settlement of $1.5 million.  In addition, continuing        
softness in the consumer packaged goods category in the women's magazines field 
continues to affect the Group adversely.                                        

Advertising pages as reported to Publications Information Bureau ("PIB") for
Golf Digest increased 1 percent from 1992 to 1,344 pages; for Tennis increased 4
percent from 1992 to 795 pages; for Family Circle decreased 9 percent from 1992 
to 1,570 pages, and for McCall's decreased 5 percent from 1992 to 1,138 pages.  

  The Broadcasting/Information Services Group operating profit was $19.4 million
compared with $14.8 million in 1992 on revenues of $87.3 million and $80.5      
million respectively.  Higher local advertising revenues at the Company's       
television stations accounted for the improved results.                         

Exclusive of the $47.0 million noncash charge to write down the Company's   
investment in its Forest Products Group, equity in operations (an after-tax     
amount) of the Group was a loss of $4.9 million compared with a loss of $8.7    
million in 1992.  The 1993 results have been adversely affected by $0.6 million 
resulting from the impact of the Tax Act.  Lower newsprint discounts and a      
favorable Canadian exchange rate accounted for the improved results.  Higher    
newsprint discounts which were effective October 1, 1993 negatively affected the
Group during the fourth quarter and into 1994.                                  

The Forest Products Group write-down resulted principally from the softening
of paper prices due to continuing oversupply, as well as high costs and         
projected environmental expenditures at one mill.                               

All of the Company's paper mills were affected by pricing difficulties in   
1993.  Newsprint prices showed some strengthening during the second and third   
quarters but they resumed their decline in October and were at their lowest     
point at year-end.  This trend continued into the first quarter of 1994 as      
prices fell further in January.  A modest March 1, 1994, newsprint price        
increase has been announced throughout the industry.  However, other recently   
announced increases have not become effective because of oversupply, and it is  
uncertain whether this increase will be realized.  In addition to pricing       
difficulties, one of the Company's two newsprint mills has been unable to fully 
overcome high cost disadvantages.  This mill also requires a capital expenditure
(estimated to be $25.0 million) to comply with environmental regulations which  
become effective in 1995.  This expenditure, if it is made, will not lower the  
mill's costs.                                                                   

In measuring the write-down, the Company projected the future cash flows of 
the mills, including the required capital expenditure, and determined that the  
value of those cash flows was less than the carrying value of its investment in 
the Forest Products Group.  Due in part to this write-down, the Company         
currently expects to report an improvement in 1994 equity operations since it   
will not be recording operating losses for one of its mills.                    

------------------------------------------------------------------------------- 
Results of Operations: 1992 Compared with 1991                                  

In 1992, the Company reported a net loss of $44.7 million, or $.57 per share,   
compared with net income of $47.0 million, or $.61 per share, in 1991.  The 1992
year was adversely affected by $33.4 million, or $.43 per share, resulting from 
the net cumulative effect of adopting three mandated noncash accounting changes 
related to postretirement and postemployment benefits (see Note 11) and income  
taxes (see Note 7) as of January 1, 1992.                                       

  Exclusive of the net cumulative effect of the accounting changes, the net loss
for 1992 was $11.3 million or $.14 per share.  Earnings for 1992 and 1991 have  
also been affected by the following factors:                                    

           - $3.1 million pre-tax gains ($.02 per share) in 1992 on the sale
of assets.                                        

          - $28.0 million pre-tax charge ($.20 per share) in 1992 to cover
             severance and related costs resulting from labor agreements for
various production unions at The Times.           

          - $53.8 million pre-tax loss ($.47 per share) in 1992 due to the
       closing of The Gwinnett (Ga.) Daily News, the sale of its
residual assets and its 1992 operations.          

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           - $10.4 million pre-tax ($.07 per share) in 1992 for training and
             start-up costs related to commencement of operations at Edison.

       - $11.0 million pre-tax ($.08 per share) in 1992 due to labor
     disruptions arising from a dispute between inde-pendent
distributors of The Times and its Drivers' Union. 

        - $7.8 million pre-tax ($.05 per share) in 1992 for the annual
charge related to postretirement benefits.        

          - $20.0 million pre-tax charge ($.15 per share) in 1991 to cover
          severance and related costs resulting from a voluntary early
             retirement program for 160 employees, mainly Newspaper Guild at
The Times.                                        

        - $10.0 million ($.13 per share) in 1991 for the reversal of a
               provision for income taxes which related to a settlement with the
       Internal Revenue Service for tax years 1980 through 1984.

Exclusive of these factors, 1992 earnings would have been $.71 per share    
compared with $.63 per share for 1991.                                          

Excluding the factors mentioned above, the principal reason for the increase
in net income is higher advertising and circulation revenues in the Newspaper   
and Magazine Groups and lower newsprint costs due to increased price discounting
offset, in part, by the adverse effect such discounting had on equity in        
earnings of the Forest Products Group.                                          

Consolidated revenues increased to $1.77 billion from $1.70 billion in 1991.
The increase was due principally to higher advertising rates, higher            
circulation revenues in the Newspaper and Magazine Groups and the June 1992     
acquisition of two wholesale newspaper distribution businesses, which distribute
The Times and other publications in New York City and parts of New Jersey.      

Excluding the special factors, costs and expenses increased to $1.63 billion
in 1992 from $1.59 billion in 1991 due principally to higher payroll and benefit
costs and operating expenses of two wholesale distribution businesses acquired  
in June 1992 offset, in part, by lower newsprint prices.                        

Interest expense, net of interest income, declined to $26.1 million compared
with $30.6 million in 1991 due to lower levels of borrowings.                   

  The nondeductibility of a portion of the loss on the closedown and sale of The
Gwinnett (Ga.) Daily News significantly increased the Company's tax rate.       
Exclusive of the Gwinnett transaction and the 1991 favorable IRS settlement, the
effective income tax rate in 1992 declined to 44.5 percent compared with 50.4   
percent in 1991.  The lower rate is due principally to a decrease in the        
relationship of amortization expense for intangible assets to 1992's pre-tax    
income, which was significantly higher than that of 1991.                       

A discussion of the operating results of the Company's segments and equity  
interests follows:                                                              

Exclusive of the special pre-tax items ($47.9 million in 1992 and $20.0     
million in 1991), operating profit of the Newspaper Group increased to $129.1   
million in 1992 from $113.6 million in 1991 on revenues of $1.31 billion and    
$1.27 billion respectively.                                                     

Improvements in revenues and operating profit were due to higher advertising
and circulation rates and increased circulation.  Lower newsprint costs also    
favorably affected the Group.  The June 1992 acquisition of wholesale newspaper 
distribution businesses also increased the Group's revenues.                    

Advertising linage at The Times declined 2.0 percent to 77.0 million lines  
compared with 1991.  Retail advertising was flat compared with 1991 and national
advertising rose 0.9 percent.  However, classified advertising declined 10.5    
percent from last year.  Circulation of The Times for the year ended December   
31, 1992, reached record highs.  Circulation was 1,181,500 copies weekdays and  
1,763,800 copies Sundays, up 21,600 copies and 29,800 copies, respectively, over
the prior year.                                                                 

Depreciation of the building portion of Edison amounted to $14.0 million per
year beginning in 1990.  Depreciation of the facility's equipment has begun and 
will increase as each element is placed in service.  Production commenced in    
September 1992 and depreciation of related equipment began in the fourth        
quarter.                                                                        

Full operation of the facility began during the first quarter of 1993.  The 
Company estimates that depreciation of the building and equipment will total    
$33.0 million in 1993 increasing to $35.0 million in 1994 when the facility is  
operational for a full year.                                                    

At the 30 regional newspapers that were in the Group for the entire 1992 and
1991 periods, advertising volume increased 2.5 percent to 33.8 million inches.  
The 1992 amount includes a significantly higher volume of advertising inserts.  
Circulation for the daily regional newspapers for the year ended December 31,   
1992, was 844,500 copies Sundays, up 13,800 copies, and 846,500 copies weekdays,
up 10,400 copies.  Circulation for the non-dailies was 73,200 copies, up 3,100  
copies.                                                                         

  The Magazine Group's operating profit was $9.9 million in 1992 compared with a
loss of $0.5 million in 1991 on revenues of $386.1 million and $352.7 million   
respectively.  Exclusive of the amortization costs associated with the          
acquisitions of McCall's and Golf World (U.S.), which were structured to        
maximize cash flow, the Group's operating profit was $25.4 million in 1992      
compared with $21.2 million in 1991.  The better 1992 results were primarily due
to increased advertising pages at most of the Group's magazines and lower       
magazine paper prices.  Most of the Group's magazines increased their market    
share compared with 1991.                                                       

  Advertising pages as reported to PIB for Golf Digest increased 10 percent from
1991 to 1,332 pages; for Tennis increased 4 percent from 1991 to 768 pages; for 
Family Circle increased 12 percent from 1991 to 1,723 pages, and for McCall's   
increased 11 percent from 1991 to 1,201 pages.                                  

 Broadcasting/Information Services Group operating profit was $14.8 million in
1992 compared with $14.0 million in 1991 on revenues of $80.5 million and $76.0 
million respectively.  The higher operating profit was due to higher local      
advertising revenues at the Company's television stations offset, in part, by   
costs related to a format change for the AM radio station WQEW, formerly WQXR-  
AM.                                                                             

 Equity in operations of the Forest Products Group (an after-tax amount) was a
loss of $8.7 million compared with income of $5.7 million in 1991.  Higher paper
discounts due to oversupply continue to have a negative impact.                 

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MANAGEMENT'S DISCUSSION AND ANALYSIS (CONCLUDED)                                
------------------------------------------------------------------------------- 
Liquidity and Capital Resources                                                 

Net cash provided by operating activities of $175.3 million was used primarily  
to modernize facilities and equipment, to pay dividends to stockholders, to     
repurchase shares of the Company's Class A Common Stock and, in part, to        
purchase The Globe.  The ratio of current assets to current liabilities was 0.89
at December 31, 1993 compared with 1.08 at December 31, 1992, and long-term debt
and capital lease obligations as a percentage of total capitalization was 22    
percent at December 31, 1993 compared with 17 percent at December 31,1992.  The 
increase was due principally to the impact of the Company's stock repurchase    
program discussed below, which was partially offset by the acquisition of The   
Globe on October 1, 1993.                                                       

  In October 1993, the Company announced authorized expenditures of up to $150.0
million for repurchases of its Class A Common Stock.  Under the program,        
purchases may be made from time to time either in the open market or through    
private transactions.  The number of shares that may be purchased in market     
transactions may be limited as a result of The Globe transaction.  Purchases may
be suspended from time to time or discontinued.  To date the Company has        
repurchased approximately 30,000 shares of its Class A Common Stock at an       
average price of $24.78 per share under this program.                           

Under a previously announced program that expired at the close of The Globe 
transaction, the Company expended approximately $254.0 million.  Under this     
program, the Company repurchased approximately 10,231,000 shares of its Class A 
Common Stock at an average price of $24.87 per share.                           

In December 1993 the Company and the City of New York executed a lease      
agreement and related agreements, under which the Company will lease 31 acres of
City-owned land in Queens, New York, on which The Times plans to build a state- 
of-the-art printing and distribution facility.  The Company estimates that the  
cost of the new facility will be approximately $280.0 million with construction 
to begin in the summer of 1994 and completion expected in 1997.  Construction of
the facility is subject to approval of the Company's Board of Directors.        

The Company currently estimates that, exclusive of the Queens facility,     
capital expenditures for 1994 will range from $90.0 million to $110.0 million.  

In connection with the 1991 divestiture of a jointly-owned affiliate, Spruce
Falls Power and Paper Company Limited, the Company committed to lend up to $26.5
million (C$30.0 million) to the new owners of the mill.  Such loans will take   
place over a five-year period ending December 1996.  To date the Company has    
loaned approximately U.S. $20.5 million under the commitment.                   

In October 1993 the Company issued notes totaling $200.0 million to an      
insurance company with interest payable semi-annually.  $100.0 million of five- 
year notes were issued at a rate of 5.50 percent, and the remaining $100.0      
million were issued as six and one-half year notes at a rate of 5.77 percent.   

  In connection with the previously announced charges totaling $35.4 million for
white-collar and production union staff reductions (see Note 4), the Company    
currently anticipates that the staff reductions and related expenditures will   
occur during 1994 and that the cost of this program will be recovered through   
reduced costs over a two-year period.  The charges cover approximately 300      
employees with an average annual wage and benefit cost of $110,000 per employee.
The Company does not anticipate that its ongoing business operations will be    
affected by this reduction of staff and expects to fund this charge through     
internally generated funds.                                                     

In January 1994 a definitive agreement was reached regarding the sale of a  
partnership (BPI Communications, L.P.) in which the Company has a one-third     
interest.  In February 1994, the Company received approximately $53.0 million,  
which will primarily be utilized to repay notes payable, which totaled $62.3    
million at December 31, 1993.                                                   

In addition to cash provided from operating activities, the Company has     
several established sources for future liquidity purposes, including several    
revolving credit and term loan agreements.  At December 31, 1993, $150.0 million
was available for borrowing by the Company under these agreements.  The Company 
anticipates that during 1994 cash for operating, investing and financing        
activities will continue to come from a combination of internally generated     
funds and external financing.                                                   

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CONSOLIDATED STATEMENTS OF OPERATIONS                                           
------------------------------------------------------------------------------- 
Dollars and shares in thousands except               Year Ended December 31     
per share data                                   1993         1992         1991 
------------------------------------------------------------------------------- 
REVENUES                                                                        
Advertising                                $1,399,042   $1,254,764   $1,254,365 
Circulation                                   473,971      419,454      390,600 
Other                                         146,641       99,317       58,136 
------------------------------------------------------------------------------- 
Total                                       2,019,654    1,773,535    1,703,101 
------------------------------------------------------------------------------- 
COSTS AND EXPENSES                                                              
Production costs:                                                               
 Raw materials                               280,531      250,575      288,618
 Wages and benefits                          437,528      388,403      361,660
 Other                                       418,554      365,651      341,105
------------------------------------------------------------------------------- 
Total                                       1,136,613    1,004,629      991,383 
Selling, general and administrative                                             
 expenses                                    756,460      680,498      618,079
------------------------------------------------------------------------------- 
Total                                       1,893,073    1,685,127    1,609,462 
------------------------------------------------------------------------------- 
OPERATING PROFIT                              126,581       88,408       93,639 
Interest expense, net of interest income       25,375       26,115       30,586 
Loss on disposition of Gwinnett Daily News       -          53,768         -    
------------------------------------------------------------------------------- 
Income before income taxes and equity                                           
 in operations of forest products group      101,206        8,525       63,053
Income taxes                                   43,231       11,079       21,760 
------------------------------------------------------------------------------- 
Income (Loss) before equity in operations                                       
 of forest products group                     57,975       (2,554)      41,293
Equity in operations of forest products                                         
 group                                       (51,852)      (8,718)       5,700
------------------------------------------------------------------------------- 
Income (Loss) before net cumulative                                             
 effect of accounting changes                  6,123      (11,272)      46,993
Net cumulative effect of accounting                                             
changes                                        -         (33,437)        -  
------------------------------------------------------------------------------- 
NET INCOME (LOSS)                          $    6,123   $  (44,709)  $   46,993 
------------------------------------------------------------------------------- 
Average number of common shares                                                 
 outstanding                                  84,459       78,534       77,299
Per share of common stock                                                       
Before net cumulative effect of                                             
   accounting changes                     $      .07   $     (.14)  $      .61
Net cumulative effect of accounting                                         
changes                                      -            (.43)        -
 Net income (loss)                               .07         (.57)         .61
 Dividends                                       .56          .56          .56
------------------------------------------------------------------------------- 
See notes to consolidated financial statements.                                 

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CONSOLIDATED BALANCE SHEETS                                                     
------------------------------------------------------------------------------- 
                                                         December 31
                                                       1993         1992
------------------------------------------------------------------------------- 
ASSETS                                                    Dollars in thousands  
------------------------------------------------------------------------------- 
CURRENT ASSETS                                                                  
Cash and short-term investments (at cost which                                  
approximates market:                                                        
1993, $27,744,000; 1992, $91,685,000)              $   42,058     $  118,503

Accounts receivable (net of allowances: 1993,                                   
$43,507,000; 1992, $33,300,000)                       264,218        192,233

Inventories                                              47,271         51,551  

Deferred subscription costs                              32,597         32,830  

Other current assets                                    107,009         37,661  
------------------------------------------------------------------------------- 
Total current assets                                    493,153        432,778  
------------------------------------------------------------------------------- 
INVESTMENT IN FOREST PRODUCTS GROUP                      76,020        139,392  
------------------------------------------------------------------------------- 
PROPERTY, PLANT AND EQUIPMENT (at cost)                                         

Land                                                     65,839         61,961  

Buildings, building equipment and improvements          650,186        597,597  

Equipment                                               874,479        751,186  

Construction and equipment installations in progress     93,007         47,842  
------------------------------------------------------------------------------- 
Total                                                 1,683,511      1,458,586  

Less accumulated depreciation                           571,487        555,831  
------------------------------------------------------------------------------- 
Total property, plant and equipment - net             1,112,024        902,755  
------------------------------------------------------------------------------- 
INTANGIBLE ASSETS ACQUIRED                                                      

Costs in excess of net assets acquired                1,383,582        554,014  

Other intangible assets acquired                        227,377         63,200  
------------------------------------------------------------------------------- 
Total                                                 1,610,959        617,214  

Less accumulated amortization                           190,006        160,991  
------------------------------------------------------------------------------- 
Total intangible assets acquired - net                1,420,953        456,223  
------------------------------------------------------------------------------- 
MISCELLANEOUS ASSETS                                    113,054         63,826  
------------------------------------------------------------------------------- 
Total                                                $3,215,204     $1,994,974  
------------------------------------------------------------------------------- 
See notes to consolidated financial statements.                                 

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                                                         December 31
                                                          1993            1992
------------------------------------------------------------------------------- 
LIABILITIES AND STOCKHOLDERS' EQUITY                       Dollars in thousands 
------------------------------------------------------------------------------- 
CURRENT LIABILITIES                                                             

Accounts payable                                        $  115,402   $  139,115 

Notes payable                                               62,340         -    

Payrolls                                                    71,256      47,820  

Accrued expenses                                           171,515      90,063  

Unexpired subscriptions                                    130,627     119,508  

Short-term debt                                              2,590       2,643  
------------------------------------------------------------------------------- 
Total current liabilities                                  553,730     399,149  
------------------------------------------------------------------------------- 
OTHER LIABILITIES                                                               

Long-term debt                                             413,581     158,131  

Capital lease obligations                                   46,482      48,780  

Deferred income taxes                                      196,875     187,701  

Other                                                      403,869     199,799  
------------------------------------------------------------------------------- 
Total other liabilities                                  1,060,807     594,411  
------------------------------------------------------------------------------- 
STOCKHOLDERS' EQUITY                                                            

5 1/2% Cumulative prior preference stock of $100 par                            
value - authorized 110,000 shares; outstanding:                             
1993 and 1992, 17,837 shares                               1,784       1,784

Serial preferred stock of $1 par value - authorized                             
200,000 shares - none issued                                -           -   

Common stock of $.10 par value                                                  

Class A - authorized 200,000,000 shares; issued:                                
1993, 107,678,024 shares; 1992, 88,047,623 shares                           
(including treasury shares: 1993, 1,251,573; 1992,                          
8,773,419)                                                10,768       8,805

Class B, convertible - authorized 600,000 shares;                               
issued: 1993, 571,624 shares; 1992, 571,804                                 
(including treasury shares: 1993 and 1992,                                  
139,943)                                                      57          57

Additional capital                                         599,758     164,928  

Earnings reinvested in the business                      1,022,958   1,065,347  

Common stock held in treasury, at cost                     (34,658)   (239,507) 

------------------------------------------------------------------------------- 
Total stockholders' equity                               1,600,667   1,001,414  
------------------------------------------------------------------------------- 
Total                                                   $3,215,204  $1,994,974  
------------------------------------------------------------------------------- 
See notes to consolidated financial statements.                                 

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CONSOLIDATED STATEMENTS OF CASH FLOWS                                                                                
-------------------------------------------------------------------------------------------------------------------- 
Dollars in thousands                                                                    Year Ended December 31       
                                                                                  1993           1992           1991 
-------------------------------------------------------------------------------------------------------------------- 
                                                                                                                     
CASH PROVIDED (USED):                                                                                                

OPERATING ACTIVITIES                                                                                                 
Income (loss) before net cumulative effect of accounting changes               $   6,123      $ (11,272)   $  46,993 
Adjustments to reconcile income (loss) before net cumulative effect of                                               
 accounting changes to net cash provided by operating activities                                                     
  Depreciation                                                                    89,274         69,880       72,441 
  Amortization                                                                    39,558         38,052       44,399 
  Equity in operations of forest products group - net                             52,311            943       (6,406)
  Cash distributions and dividends from forest products group                       -             6,775          775 
  Loss on closing and disposition of Gwinnett Daily News                            -            53,768         -    
  Deferred income taxes                                                          (37,901)       (18,216)       8,729 
  (Increase) Decrease in receivables - net                                       (21,636)           430       (2,375)
  Decrease (Increase) in inventories                                              10,799        (10,707)       5,471 
  Decrease (Increase) in deferred subscription costs and other current assets      4,749          1,078      (13,963)
  (Decrease) Increase in accounts payable                                        (41,429)        15,216        9,120 
  Increase (Decrease) in payrolls and accrued expenses                            46,758        (12,474)       9,377 
  Increase in unexpired subscriptions                                             11,196          4,342        6,666 
  Other - net                                                                     15,491            290        4,944 
-------------------------------------------------------------------------------------------------------------------- 
Net cash provided by operating activities                                        175,293        138,105      186,171 
-------------------------------------------------------------------------------------------------------------------- 
INVESTING ACTIVITIES                                                                                                 
Businesses acquired, net of cash acquired                                       (134,384)       (23,091)        -    
Proceeds on sale of residual assets of Gwinnett Daily News                          -            68,000         -    
Additions to property, plant and equipment                                       (75,738)       (47,068)     (39,708)
Purchases of marketable securities                                               (65,077)          -            -    
Proceeds from sales of marketable securities                                      65,077           -            -    
Decrease in investment in forest products group                                     -              -          46,234 
Loans to former affiliate                                                        (15,000)          -          (5,000)
Other investing proceeds                                                             944          4,985        1,495 
Other investing payments                                                          (1,986)        (8,629)     (16,354)
-------------------------------------------------------------------------------------------------------------------- 
Net cash used in investing activities                                           (226,164)        (5,803)     (13,333)
-------------------------------------------------------------------------------------------------------------------- 
FINANCING ACTIVITIES                                                                                                 
Short-term borrowing - net                                                        62,340           -         (11,971)
Long-term obligations and notes payable                                                                              
  Increase                                                                       200,000           -          76,963 
  Reduction                                                                       (5,510)       (63,847)    (167,477)
Capital shares                                                                                                       
  Issuance                                                                        19,894         19,785       15,121 
  Repurchase                                                                    (255,222)          -              (9)
Dividends paid to stockholders                                                   (47,076)       (54,935)     (32,580)
-------------------------------------------------------------------------------------------------------------------- 
Net cash used in financing activities                                            (25,574)       (98,997)    (119,953)
-------------------------------------------------------------------------------------------------------------------- 
Net (decrease) increase in Cash and short-term investments                       (76,445)        33,305       52,885 
Cash and short-term investments at the beginning of the year                     118,503         85,198       32,313 
-------------------------------------------------------------------------------------------------------------------- 
Cash and short-term investments at the end of the year                         $  42,058      $ 118,503    $  85,198 
-------------------------------------------------------------------------------------------------------------------- 
See notes to consolidated financial statements and supplemental disclosures to consolidated statements of cash flows.


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SUPPLEMENTAL DISCLOSURES TO CONSOLIDATED STATEMENTS OF CASH FLOWS               
------------------------------------------------------------------------------- 
Dollars in thousands                                Year Ended December 31      
                                             1993           1992          1991
------------------------------------------------------------------------------- 
NONCASH INVESTING AND FINANCING                                                 
TRANSACTIONS                                                                    

Capital lease assets and obligations                                            
 incurred                             $      338     $      668     $      311
                                      ==========     ==========     ==========
Businesses acquired                                                             
Fair value of assets acquired        $1,237,029     $   34,462              
Liabilities assumed                    (209,000)       (11,371)             
Liabilities incurred, net of                                                
payments                              (18,744)          -               
Common stock issued                    (874,901)          -                 
                        ---------     ----------
Net cash paid                         $ 134,384     $   23,091              
                        =========     ==========

Valuation reserve (investment in                                                
 forest products group)                                             $ (26,927)
                                                                    ==========
CASH FLOW INFORMATION                                                           

Cash payments during the year for                                               

Interest (net of amount capitalized)  $  26,861     $ 28,486       $  31,367
                                      =========     ========       =========

Income taxes                          $  55,327     $ 36,776       $  25,620
                                      =========     ========       =========

------------------------------------------------------------------------------- 

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CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY                                                                         
------------------------------------------------------------------------------------------------------------------------
Dollars in thousands                                                                                                    
except per share data                                Capital Stock                                              Common  
                                            5 1/2%      Class A      Class B                    Earnings         Stock  
                                          Preference     Common       Common                   Reinvested       Held in 
                                                                                Additional       in the        Treasury 
                                                                                  Capital       Business        at cost 
------------------------------------------------------------------------------------------------------------------------
                                                                                                                        
BALANCE, JANUARY 1, 1991                   $1,798      $  8,755        $58       $178,826      $1,157,045     $(288,899)
------------------------------------------------------------------------------------------------------------------------
Net income                                                                                         46,993               
------------------------------------------------------------------------------------------------------------------------
Dividends, preference - $5.50 per share                                                               (98)              
Dividends, common - $.56 per share                                                                (43,306)              
------------------------------------------------------------------------------------------------------------------------
Issuance of shares:                                                                                                     
Retirement units, etc. - 26,544 Class A                                                                                 
  shares from treasury                                                                348                           370 
Employee stock purchase plan - 1,041,858                                                                                
  Class A shares                                              1                    (2,062)                       16,978 
Stock options - 95,125 Class A shares                        13                       963                          (891)
Stock conversions - 8,572 shares                              1         (1)                                             
------------------------------------------------------------------------------------------------------------------------
Purchase of company stock -                                                                                             
  143 preference shares                       (14)                                      5                               
------------------------------------------------------------------------------------------------------------------------
Foreign currency translation                                                                       (1,657)              
------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1991                  1,784         8,770         57        178,080       1,158,977      (272,442)
------------------------------------------------------------------------------------------------------------------------
Net loss                                                                                          (44,709)              
------------------------------------------------------------------------------------------------------------------------
Dividends, preference - $5.50 per share                                                               (98)              
Dividends, common - $.56 per share                                                                (43,987)              
------------------------------------------------------------------------------------------------------------------------
Issuance of shares:                                                                                                     
Retirement units, etc. - 19,576 Class A                                                                                 
  shares from treasury                                                               (491)                          524 
Employee stock purchase plan - 1,069,743                                                                                
  Class A shares                                              1                   (16,432)                       34,311 
Stock options - 252,435 Class A shares                       34                     3,771                        (1,900)
Stock conversions - 600 shares                             -          -                                                 
------------------------------------------------------------------------------------------------------------------------
Foreign currency translation                                                                       (4,836)              
------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1992                  1,784         8,805         57        164,928       1,065,347      (239,507)
------------------------------------------------------------------------------------------------------------------------
Net income                                                                                          6,123               
------------------------------------------------------------------------------------------------------------------------
Dividends, preference - $5.50 per share                                                               (98)              
Dividends, common - $.56 per share                                                                (47,003)              
------------------------------------------------------------------------------------------------------------------------
Issuance of shares:                                                                                                     
The Globe acquisition - 36,397,313                                                                                      
  Class A shares                                          1,940                   432,624                       440,337 
Retirement units, etc. 10,877 Class A                                                                                   
  shares from treasury                                                                123                           339 
Employee stock purchase plan - 819,166                                                                                  
  Class A shares                                                                   (2,612)                       20,329 
Stock options -  185,611 Class A shares                      23                     4,695                          (934)
Stock conversions -  180 shares                             -          -                                                
------------------------------------------------------------------------------------------------------------------------
Purchase of company stock - 10,260,900                                                                                  
  Class A shares                                                                                               (255,222)
------------------------------------------------------------------------------------------------------------------------
Foreign currency translation                                                                       (1,411)              
------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1993                 $1,784       $10,768        $57       $599,758      $1,022,958     $ (34,658)
------------------------------------------------------------------------------------------------------------------------
See notes to consolidated financial statements.                                                                         

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      
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1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                  

Principles of Consolidation.  The consolidated financial statements include the 
accounts of The New York Times Company and all subsidiaries (the "Company")     
after elimination of intercompany items.                                        

Inventories.  Inventories are stated at the lower of cost or current market     
value.  Inventory cost generally is based on the last-in, first-out ("LIFO")    
method for newsprint and magazine paper and the first-in, first-out ("FIFO")    
method for other inventories.                                                   

Investments.  Investments in which the Company has at least a 20 percent but not
more than 50 percent interest are accounted for under the equity method.        

Property, Plant and Equipment.  Property, plant and equipment is stated at cost,
and depreciation is computed by the straight-line method over estimated service 
lives.  The Company capitalizes interest costs as part of the cost of           
constructing major facilities and equipment.                                    

Intangible Assets Acquired.  Costs in excess of net assets acquired consist of  
excess costs of businesses acquired over values assigned to their net tangible  
assets and other intangible assets.  The excess costs which arose from          
acquisitions after October 31, 1970 are being amortized by the straight-line    
method principally over 40 years.  The remaining portion of such excess, which  
arose from acquisitions before November 1, 1970 (approximately $13,000,000), is 
not being amortized since in the opinion of management there has been no        
diminution in value.  Other intangible assets acquired consist principally of   
advertiser and subscriber relationships which are being amortized over the      
remaining lives, ranging from 5 to 40 years.                                    

Subscription Revenues and Costs.  Proceeds from subscriptions and related costs,
principally agency commissions, are deferred at the time of sale and are        
included in the Consolidated Statements of Operations on a pro rata basis over  
the terms of the subscriptions.                                                 

Foreign Currency Translation.  The assets and liabilities of foreign companies  
are translated at the year-end exchange rates.  Results of operations are       
translated at the average rates of exchange in effect during the year.  The     
resultant translation adjustment is included as a component of stockholders'    
equity.                                                                         

Earnings Per Share.  Earnings per share is computed after preference dividends  
and is based on the weighted average number of shares of Class A and Class B    
Common Stock outstanding during each year.  The effect of shares issuable under 
the Company's Incentive Plans (see Note 12), including stock options, is not    
material and therefore excluded from the computation.                           

Cash and Short-Term Investments.  For purposes of the Consolidated Statements of
Cash Flows, the Company considers all highly liquid debt instruments purchased  
with maturities of three months or less to be cash equivalents.  The Company has
overdraft positions at certain banks caused by outstanding checks.  These       
overdrafts have been reclassified to accounts payable.                          
------------------------------------------------------------------------------- 
2.  ACQUISITIONS/DIVESTITURES                                                   

On October 1, 1993, pursuant to an Agreement and Plan of Merger dated June 11,  
1993, as amended as of August 12, 1993 (the "Merger Agreement"), a wholly-owned 
subsidiary of the Company was merged with Affiliated Publications, Inc., the    
parent company of The Boston Globe ("The Globe"), which became a wholly-owned   
subsidiary of the Company.                                                      

 The transaction was accounted for as a purchase and, accordingly, the results
of The Globe's operations have been included in the Company's consolidated      
financial statements beginning October 1, 1993, the date the transaction closed.
The acquisition had a net cost of approximately $1,028,000,000.  Under the      
Merger Agreement the Company exchanged cash of approximately $160,000,000 for 15
percent of The Globe's common stock with the remainder of the consideration paid
by the exchange of approximately 36,400,000 shares of the Company's Class A     
Common Stock valued at $24.03 per share.  The purchase resulted in increases in 
costs in excess of net assets acquired of approximately $830,000,000 (which will
be amortized by the straight-line method over 40 years); other intangible assets
acquired of $161,000,000 (which consist principally of advertiser and subscriber
relationships which are being amortized by the straight-line method over an     
average period of 33 years); and property, plant and equipment of $246,000,000. 
Net liabilities assumed as a result of the transaction totaled approximately    
$209,000,000.                                                                   

 The following pro forma supplemental financial information is presented as if
the enterprises had combined at the beginning of the respective periods.  It is 
not necessarily indicative of the combined results that would have occurred had 
the merger taken place as of the beginning of the periods provided, nor         
necessarily indicative of results that may be achieved in the future:           

(Dollars in thousands                                Year Ended December 31,    
except per share data)                                     1993         1992    
----------------------------------------------------------------------------    
Revenues                                            $ 2,335,985   $2,187,490    
Income (loss)                                                                   
before net cumulative                                                       
effect of accounting changes                            1,380      (14,237) 
Net income (loss)                                         1,380      (61,783)   
Income (loss)                                                                   
per share before net                                                        
cumulative effect of                                                        
accounting changes                                        .01         (.13) 
Net income (loss) per share                                 .01         (.54)   

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Pro forma depreciation and amortization expense for the year ended December 31, 
1993 and 1992 was approximately $166,816,000 and $158,363,000 respectively.     

On December 31, 1993 the Company sold two weekly newspapers and recognized a
pre-tax gain of $2,600,000, or $.02 per share, on the transaction.              

In January 1994, a definitive agreement was announced regarding the sale of 
BPI Communications, L.P. ("BPI"), a partnership in which the Company acquired a 
one-third interest through its October 1993 merger with The Globe.  The Company 
received approximately $53,000,000 when the transaction was completed in        
February 1994 with additional payments of approximately $2,000,000 expected     
later in the year.  For financial reporting purposes, no gain or loss will be   
recognized on the transaction.  The Company's investment in BPI of $55,000,000  
has been included in other current assets on the accompanying Consolidated      
Balance Sheet at December 31, 1993.                                             

In September 1992 the Company closed The Gwinnett (Ga.) Daily News and sold 
the residual assets.  The closing, related sale and its 1992 operations resulted
in a pre-tax loss of approximately $53,768,000 ($37,113,000 after taxes or $.47 
per share).  The newspaper had not earned a profit since its acquisition in     
1987, but its annual operating losses were not material.                        

In June 1992 the Company acquired two wholesale newspaper distribution      
businesses that distribute The Times and other newspapers and periodicals in    
New York City and central and northern New Jersey.  The acquisition was         
accounted for as a purchase; accordingly, the operating results have been       
included in the consolidated financial statements from the date of the          
acquisition.  The cost of the acquisition was approximately $34,500,000, of     
which $23,091,000 was paid in cash with the remainder representing net          
liabilities assumed.  The purchase resulted in an increase in intangible        
assets acquired of $34,462,000.                                                 

In April 1991 the Company increased its interest in the International Herald
Tribune S.A. to 50 percent.                                                     
------------------------------------------------------------------------------- 
3.  CAPITAL INVESTMENT PROJECTS                                                 

Depreciation of the building portion of the Company's Edison facility, amounting
to approximately $14,000,000 per year, began in 1990 when the facility was      
substantially completed.  Due to the resolution of various labor issues,        
commencement of production at the facility was delayed until late in 1992.      
Depreciation of the equipment began during the fourth quarter and was phased in 
as each element was placed in service with full operation of the facility       
beginning in the first quarter of 1993.  Depreciation of the building and       
equipment totaled $33,000,000 in 1993 and will increase to $35,000,000 in 1994  
when the facility is operational for a full year.                               

In February 1993 the Company announced that The Times  closed its printing  
plant in Carlstadt, New Jersey, and transferred production and distribution to  
the new Edison facility.  The carrying value of the facility (approximately     
$24,000,000) has been included in miscellaneous assets at December 31, 1993     
pending the Company's determination of the future of the facility.  The closing 
of the plant and decision related to its future is not expected to result in a  
writedown.                                                                      

In December 1993 the Company and the City of New York executed a lease      
agreement and related agreements, under which the Company will lease 31 acres of
City-owned land in Queens, New York, on which The Times plans to build a state- 
of-the-art printing and distribution facility.  Such agreement will not commence
until certain provisions relating to site preparation have been met and,        
accordingly, the transaction has not yet been recorded on the Company's         
financial statements.  The Company estimates that the cost of the new facility  
will be approximately $280,000,000 with construction to begin in the summer of  
1994 and completion expected in 1997.  The new facility will replace presses and
distribution facilities now located at The Times's facility in Manhattan.  The  
lease will continue for 25 years after the start of construction with an option 
ultimately to purchase the property.  Under the terms of the agreement, The     
Times would receive various tax and energy cost reductions.  Construction of the
facility is subject to approval of the Company's Board of Directors.            
------------------------------------------------------------------------------- 
4.  VOLUNTARY STAFF REDUCTIONS AND PRODUCTION UNION NEGOTIATIONS                

The Company announced two fourth quarter 1993 pre-tax charges totaling          
$35,400,000 or $.23 per share for severance and related costs resulting from    
anticipated white-collar staff reductions (approximately $30,000,000) and       
voluntary early retirements from the composing room (approximately $5,400,000)  
at The Times.                                                                   

In 1993 the Company completed the negotiations of long-term labor agreements
with all of its production unions, which extend to the year 2000.  These        
agreements include wages, payments to the unions' benefit and pension funds, job
security and financial incentives.  The agreements extend to all of The Times's 
production and distribution facilities and to any new facilities which the      
Company might utilize (see Note 3).                                             

  In connection with these agreements, the Company recorded two pre-tax charges,
$28,000,000, or $.20 per share, in 1992 and $30,000,000, or $.22 per share, in  
1989) for voluntary production union staff reductions at The Times related to   
the opening of Edison (see Note 3), the further automation of newspaper         
production in the composing room and the announced closing of Carlstadt.        

 In 1991 the Company recorded a $20,000,000 before-tax charge ($.15 per share)
for severance and related costs resulting from a voluntary termination benefits 
program for approximately 160 employees at The Times, most of whom were members 
of The Newspaper Guild of New York.                                             

At December 31, 1993 and 1992, approximately $40,000,000 and $29,000,000,   
respectively, are included in accrued expenses in the accompanying Consolidated 
Balance Sheets, which represents the unpaid balance of the pre-tax charges.     

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5.  INVESTMENT IN FOREST PRODUCTS GROUP                                         

The Company has equity interests in two Canadian newsprint companies and a paper
manufacturing company operating as a partnership.  The equity interests in the  
newsprint companies are: Donohue Malbaie Inc. - 49 percent; and Gaspesia Pulp   
and Paper Company Ltd. - 49 percent.                                            

In 1993 the Company recorded an after-tax noncash charge of $47.0 million   
($.56 per share) against equity in operations to write down the Company's       
investment in the Forest Products Group to reflect current operating conditions 
and economic factors in the industry.                                           

In December 1991 the Company and Kimberly-Clark Corporation announced the   
completion of the divestiture of their jointly-owned affiliate, Spruce Falls    
Power and Paper Company, Limited ("Spruce Falls").  Spruce Falls is a producer  
of newsprint in which the Company held a 49.5 percent equity interest.          

In connection with the divestiture, the Company committed to lend up to     
$26,500,000 (C$30,000,000) to the new owners of the mill.  Such loans will take 
place over a five-year period ending December 1996.  At December 31, 1993 and   
1992 the Company had loaned Spruce Falls approximately $20,515,000 and          
$5,515,000, respectively, under the loan commitment.  Interest on the           
outstanding balance is payable quarterly at annual rates ranging from 4 to 10   
percent.  Commencing in December 1997, the borrowings outstanding at the end of 
the commitment (December 1996) are payable annually over a 5 year period in 20  
percent increments.                                                             

The Company and Myllykoski Oy, a Finnish paper manufacturing company, are   
partners through subsidiary companies in Madison Paper Industries ("Madison").  

Loans and contributions to Madison by an 80 percent-owned subsidiary of the 
Company totaled $1,279,000, $1,337,000 and $1,806,000, respectively, in 1993,   
1992 and 1991.  The partners' interests in the net assets of Madison at any time
will depend on their capital accounts, as defined, at such time.  Through the 80
percent-owned subsidiary, the Company's share of Madison's profits and losses is
40 percent.                                                                     

At December 31, 1993, the Company recorded a distribution receivable from   
Donohue Malbaie Inc. of $8,224,000.  Such amount is included in other current   
assets in the Company's consolidated balance sheet at such date.  No other      
distributions were received from the Canadian newsprint companies in 1993, 1992 
or 1991.  The Company's share of undistributed earnings of these companies      
aggregated approximately $3,975,000 and $24,551,000 at December 31, 1993 and    
1992, respectively.                                                             

Loans and contributions to the Canadian newsprint companies by the Company  
totaled $171,000 in 1991.  No loans and contributions were made in 1993 or 1992.

------------------------------------------------------------------------------- 
Condensed Combined Balance Sheets                                               
of Forest Products Group                                                        

Dollars in thousands                                                            
------------------------------------------------------------------------------- 
December 31                                         1993                   1992 
------------------------------------------------------------------------------- 

Current assets                                 $  87,984              $  76,317 
Less current liabilities                          75,073                 65,026 
------------------------------------------------------------------------------- 
Working capital                                   12,911                 11,291 
Fixed assets, net, etc.                          345,413                372,554 
Long-term debt                                   (71,528)               (77,025)
Deferred income taxes, etc.                     (102,752)               (86,755)
------------------------------------------------------------------------------- 
Net assets                                      $184,044               $220,065 
------------------------------------------------------------------------------- 

At December 31, 1993 long-term debt of the Forest Products Group (exclusive of  
$10,275,000 due within one year) matures as follows:  1995, $10,335,000; 1996,  
$46,085,000; and 1997, $15,108,000.  The maturities of a substantial portion of 
the debt may be accelerated if cash flow, as defined, exceed certain levels.    
None of the Forest Products Group's debt is guaranteed by the Company.          

------------------------------------------------------------------------------- 
Condensed Combined Statements of Operations                                     
of Forest Products Group                                                        

Dollars in thousands                                                            
------------------------------------------------------------------------------- 
Year Ended December 31                    1993             1992            1991 
------------------------------------------------------------------------------- 
Net sales and other income            $254,324         $266,451        $287,924 
Costs and expenses                     269,845          297,117         276,062 
------------------------------------------------------------------------------- 
Income (Loss) before taxes             (15,521)         (30,666)         11,862 
Income tax benefit                      (2,700)         (11,680)           (544)
------------------------------------------------------------------------------- 
Net income (loss)                     $(12,821)        $(18,986)       $ 12,406 
------------------------------------------------------------------------------- 

The condensed combined financial information of the Forest Products Group   
excludes the income tax effects related to Madison.  Such tax effects (see Note 
7) have been included in the Company's consolidated financial statements.       

  The accumulated translation adjustment (included in earnings reinvested in the
business) decreased stockholders' equity by $2,628,000 and $1,217,000 at        
December 31, 1993 and 1992 respectively.  Upon the disposition of Spruce Falls  
in 1991, stockholders' equity was reduced by $3,506,000 to reflect the          
accumulated translation adjustment for such company.                            

Adjustments from translating certain balance sheet accounts, principally of 
the Canadian newsprint companies, for each of the three years in the period     
ended December 31, 1993, are set forth in the Consolidated Statements of        
Stockholders' Equity.                                                           

 During 1993, 1992 and 1991, the Company's Newspaper Group purchased newsprint
and supercalendered paper from the Forest Products Group at competitive prices. 
Such purchases aggregated approximately $102,000,000, $112,000,000, and         
$127,000,000 respectively.                                                      

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6.        INVENTORIES                                                           

Inventories as shown in the accompanying Consolidated Balance Sheets are        
composed of the following:                                                      

---------------------------------------                                         
Dollars in thousands                                                            
---------------------------------------                                         
December 31              1993      1992                                         
---------------------------------------                                         
Newsprint and                                                                   
magazine paper      $38,691   $44,570                                       
Work-in-process, etc.   8,580     6,981                                         
---------------------------------------                                         
Total                 $47,271   $51,551                                         
---------------------------------------                                         

Utilization of the LIFO method reduced inventories as calculated on the FIFO    
method by approximately $2,263,000 and $1,765,000 at December 31, 1993 and 1992 
respectively.                                                                   
--------------------------------------------------------------------------------
7.        INCOME TAXES                                                          

The Company adopted Statement of Financial Accounting Standards No. 109 -       
Accounting for Income Taxes ("SFAS 109") as of January 1, 1992 which changed its
method of accounting for income taxes from the deferred method (Accounting      
Principles Board Opinion No. 11 - "APB 11") to an asset and liability approach. 
The cumulative effect of this change in accounting method on net income was a   
credit of $13,414,000 ($.17 per share) and was reflected as of January 1, 1992. 
Income taxes for 1991 are measured under APB 11.                                

SFAS 109 requires recognition of deferred tax liabilities and assets for the
estimated future tax consequences attributable to temporary differences.  Such  
temporary differences exist when the tax basis differs from the financial       
reporting amount of assets or liabilities.  All tax liabilities and tax assets  
are measured using current tax law and applicable rates.  A valuation allowance 
is recorded to reduce deferred tax assets to amounts which, in management's     
judgment, are most likely to be realized.                                       

 SFAS 109 further requires adjustment of tax balances to reflect enacted changes
in tax law or rates in the period of enactment.  Accordingly, 1993 results      
include increased tax expense resulting from the enactment of the Tax Act in    
August.  The Tax Act increased the statutory corporate income tax rate one      
percent (to 35 percent) retroactive to January 1, 1993, and made other changes  
concerning the deductibility of certain costs in determining taxable income.    

Income tax expense as shown in the Consolidated Statements of Operations is 
composed of the following:                                                      

-----------------------------------------------------                           
Dollars in thousands      1993       1992        1991                           
-----------------------------------------------------                           
Current tax expense                                                             
Federal                $60,178     $8,970     $21,666                           
State, local,                                                                   
foreign                 17,612      1,413         695                           
-----------------------------------------------------                           
77,790     10,383      22,361   
-----------------------------------------------------                           
Deferred tax expense                                                            
Federal                (26,982)    (1,157)     (2,335)                          
State, local,                                                                   
foreign                 (8,919)     1,302       4,941                           
-----------------------------------------------------                           
(35,901)       145       2,606    
-----------------------------------------------------                           
Income tax expense                                                              
including the                                                                   
tax effects of                                                                  
equity in                                                                       
operations              41,889     10,528      24,967                           
Less income tax                                                                 
(benefit) expense                                                               
related to equity                                                               
in operations           (1,342)      (551)      3,207                           
-----------------------------------------------------                           
Income tax expense     $43,231    $11,079     $21,760                           
-----------------------------------------------------                           

Tax expense in 1993 was reduced by approximately $7,000,000 and $2,485,000,     
respectively, relating to a decrease in valuation allowance and recognition of  
federal tax benefits of capital loss carryforwards.  Of the decrease in         
valuation allowance, $4,390,000 was associated with federal tax benefits of     
capital loss carryforwards; with the remainder attributable to state and local  
tax benefits of net operating loss carryforwards.  Adjustment of the Company's  
deferred tax balances for the one percent rate increase provided in the Tax Act 
added $4,359,000 to deferred tax expense, inclusive of  $600,000 of expense     
reported in equity in operations of the forest products group.  In accordance   
with the provisions of SFAS 109, approximately  $1,600,000 of additional        
reduction in valuation allowance, which was established against acquired        
deferred tax assets, was recorded as a reduction of goodwill.  No such amounts  
affected 1992 tax expense.                                                      

 In connection with the Gwinnett transaction in 1992 (see Note 2), the Company
had a net tax benefit of $16,655,000 on a pre-tax loss of $53,768,000.  The     
difference of $1,626,000 between the tax benefit and such benefit calculated at 
the federal statutory rate is mainly attributable to an unrecognized capital    
loss (which increased tax expense by $3,405,000), net of the impact of          
previously amortized intangibles (which decreased tax expense by $1,779,000).   

In 1991 the Company reversed a provision for income tax contingencies of    
$10,000,000 related to a settlement with the Internal Revenue Service for tax   
years 1980 through 1984.                                                        

The components of deferred income tax expense for 1991, which totaled       
$2,606,000, are as follows:  depreciation $13,288,000; tax certificate          
$(10,409,000); tax settlement $(10,000,000); subscription expenses $7,969,000;  
and other net deferred tax expense of  $1,758,000.                              

Income tax benefits credited directly to stockholders' equity totaled       
$3,595,000, $3,735,000 and $707,000 during 1993, 1992 and 1991 respectively.    

Foreign taxes included in income tax expense in each of the years presented 
were not significant.                                                           

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The reasons for the variance between the effective tax rate on income before
income taxes and equity in operations of the Forest Products Group and the      
federal statutory rate (exclusive in 1992 of the loss on the disposition of     
Gwinnett) are as follows:                                                       

Year Ended December 31      1993                1992                1991        
------------------------------------------------------------------------------  
                               % of                % of                 % of
Dollars in thousands    Amount Pretax       Amount Pretax        Amount Pretax  
------------------------------------------------------------------------------  
Tax at federal                                                                  
statutory rate        $35,422  35.0%      $21,180  34.0%       $21,438  34.0% 
Increase (decrease)                                                             
resulting from                                                                  
State and local taxes                                                           
- net                    6,883    6.8        2,294    3.7         3,507    5.6  
Capital loss                                                                    
carryforwards           (6,875)  (6.8)           -      -            -      -   
Amortization of                                                                 
intangible                                                                      
assets acquired          5,602    5.5        4,033    6.5        6,970   11.1   
Change in enacted tax                                                           
rate                     3,759    3.7            -      -            -      -   
Tax settlement               -      -            -      -      (10,000) (15.9)  
Other - net             (1,560)  (1.5)         227    0.3         (155)  (0.3)  
------------------------------------------------------------------------------  
Subtotal                43,231  42.7%       27,734   44.5%      21,760  34.5%   
------------------------------------------------------------------------------  
Gwinnett disposition         -            (16,655)                    -         
------------------------------------------------------------------------------  
Income tax expense     $43,231             $11,079              $21,760         
------------------------------------------------------------------------------  

Federal income taxes currently refundable totaled $2,992,000 and $4,842,000 at  
December 31, 1993 and 1992, respectively, and are included in other current     
assets on the Consolidated Balance Sheets.  The components of the net deferred  
tax liabilities recognized on the respective Consolidated Balance Sheets, are   
as follows:                                                                     

-----------------------------------------                                       
Dollars in thousands                                                            
December 31             1993         1992                                       
-----------------------------------------                                       
Deferred Tax Assets                                                             

Intangible assets                                                               
acquired             $23,568    $  23,504                                       

Accrued state and                                                               
local taxes           19,890       18,522                                       

Postretirement and                                                              
postemployment        78,655       40,177                                       
benefits                                                                        

Other accrued                                                                   
employee benefits    110,218       25,370                                       
and compensation                                                                

Allowance for                                                                   
doubtful              23,557       24,077                                       
accounts                                                                        

AMT credit                 -        4,033                                       
carryforward                                                                    

Tax loss              23,595       26,741                                       
carryforwards                                                                   

Other                 20,151        6,521                                       
-----------------------------------------                                       
Total deferred tax   299,634      168,945                                       
assets                                                                          
Valuation allowance  (25,064)     (19,851)                                      
-----------------------------------------                                       
Net deferred tax    $274,570     $149,094                                       
assets                                                                          
-----------------------------------------                                       

-----------------------------------------                                       
Dollars in thousands                                                            
December 31             1993         1992                                       
-----------------------------------------                                       
Deferred Tax                                                                    
Liabilities                                                                     
Property, plant and                                                             
equipment           $131,189    $ 127,691                                       

Tax certificate      137,343      145,631                                       

Nontaxable          145,298            -                                        
acquisition                                                                     

Deferred                                                                        
subscription          21,743      21,361                                        
expenses                                                                        

Safe harbor tax       20,376      24,433                                        
lease                                                                           

Other                 18,446      20,703                                        
-----------------------------------------                                       
Total deferred tax   474,395     339,819                                        
liabilities                                                                     
-----------------------------------------                                       
Net deferred tax    (274,570)   (149,094)                                       
assets                                                                          
-----------------------------------------                                       
Net deferred tax     199,825     190,725                                        
liability                                                                       
-----------------------------------------                                       
Less amounts                                                                    
included in:                                                                    
Other current        (4,812)          -                                         
assets                                                                          

Accrued expenses       7,762      3,024                                         
-----------------------------------------                                       
Deferred income     $196,875   $187,701                                         
taxes                                                                           
-----------------------------------------                                       

At December 31, 1993, there were no federal net operating loss carryforwards.   
Benefits from state and local loss carryforwards are attributable mainly to tax 
operating losses.  Such loss carryforwards expire in accordance with provisions 
of applicable tax law and have remaining lives ranging from 1 to 15 years.  At  
December 31, 1993 the tax benefits relating to these   carryforwards expire as  
follows:  1996, $4,829,000; 1997, $7,984,000; 1998, $3,017,000; 1999 through    
2003, $6,540,000 and 2004 through 2008, $1,225,000.                             
In connection with the sale in 1989 of its cable television system, the     
Federal Communications Commission granted the Company a tax certificate.  This  
certificate enabled the Company to defer income taxes on the gain on the        
transaction and pay such taxes over a number of years.  Under the provisions    
of the Internal Revenue Code, this is accomplished through a reduction in the   
tax bases of various assets.  As a result, $10,820,000, $10,388,000 and         
$10,409,000 of income taxes that were so deferred became currently payable in   
1993, 1992 and 1991 respectively.  Additional income taxes that were deferred   
will become currently payable over the remaining lives of those assets with     
reduced tax bases.                                                              
Federal income tax returns for all years through 1989 have been examined by 
the Internal Revenue Service.  Tentative agreements have been reached for all   
years through 1989.                                                             

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Examinations of the tax returns for the years 1990 through 1992 have not        
commenced.  Management is of the opinion that any assessments resulting from    
these examinations will not have a material effect on the consolidated          
financial statements.                                                           

Equity in operations of the Forest Products Group (see Note 5) includes the 
income tax effects of the Company's interest in Madison and its equity in the   
operations of the Canadian newsprint companies.  Of such amounts, tax benefits  
of $585,000 in 1993, $1,219,000 in 1992 and $120,000 in 1991 are applicable to  
the Canadian newsprint companies.  Deferred taxes attributable to the Company's 
interest in Madison were $1,562,000, $265,000, and $(561,000), respectively,    
for 1993, 1992 and 1991.  These deferred taxes relate principally to            
differences between financial reporting and tax depreciation.  The Company's    
consolidated federal income tax returns include the income tax effects of its   
interest in Madison.                                                            
--------------------------------------------------------------------------------
8.        DEBT                                                                  

Long-term debt consisted of the following:                                      

-----------------------------------------                                       
Dollars in thousands                                                            
December 31             1993         1992                                       
-----------------------------------------                                       
Notes due 1998-2000                                                             
(a)       $200,000    $      -                              
Notes due 1995 net of                                                           
unamortized discount:                                                       
1993, $2,444; 1992,                                                         
$4,169 (b)         159,856     158,131                                      
Notes due 1995 net of                                                           
unamortized premium of                                                        
$3,725 in 1993(c)    53,725          -                                        

Other notes, due in                                                             
1993 at a weighted                                                            
average interest                                                              
rate of 7.80%                                                                 
in 1992                   -        22                                         
-----------------------------------------                                       
Total                413,581   158,153                                          
Less current portion       -        22                                          
-----------------------------------------                                       
Total long-term                                                                 
portion           $413,581  $158,131                                        
-----------------------------------------                                       

(a) In October 1993 the Company issued senior notes totaling $200,000,000 to
an insurance company with interest payable semi-annually.  Five-year notes      
totaling $100,000,000 were issued at a rate of 5.50 percent, and the remaining  
$100,000,000 were issued as six and one-half year notes at a rate of 5.77       
percent.                                                                        
  (b) In connection with the 1985 acquisition of certain newspapers, the Company
issued 10-year notes with an aggregate stated value of $162,300,000 which have  
been discounted at an interest rate of 11.85 percent for financial reporting    
purposes.  Interest on certain of the notes is payable semi-annually.  The      
original difference of $12,600,000 between the stated value of the notes and the
amount that results from discounting the notes at 11.85 percent is being        
amortized as interest expense over the term of the notes.  Based on the         
borrowing rates currently available to the Company for bank loans with similar  
terms and average maturities, the fair value of these notes is $179,000,000.    
(c) In connection with the 1993 acquisition of The Globe (see Note 2), the  
Company assumed $50,000,000 of 9.34 percent fixed-rate notes maturing July 1995 
which have been valued for financial reporting purposes using a discount rate of
4.25 percent.  Interest on the notes is payable semi-annually.  The excess of   
the fair value of the notes at the acquisition date over the stated value of    
such notes was $4,303,000, which is being amortized as a reduction of interest  
expense over the remaining term of the notes.                                   
  The Company has an interest rate swap agreement (the "Agreement") with a major
financial institution to manage interest costs.  The Agreement matures in 1995  
and effectively converts the 9.34 percent interest rate to a variable rate which
is semi-annually indexed to the six-month LIBOR rate.  Based on quoted market   
prices, the Agreement was valued at $1,800,000 at the acquisition date and is   
being amortized as interest expense over its term.  Such amount has been        
included in miscellaneous assets in the accompanying balance sheet at December  
31, 1993.  During the 1993 fourth quarter and on December 31, 1993, the         
Company's effective interest rate on these unsecured notes was 6.42 percent.    
As of December 31, 1993, the recorded amounts for these unsecured notes and 
the Agreement approximate fair value.                                           
------------------------------------------------------------------------------  
 In May 1992 the Company entered into an $80,000,000 revolving credit and term
loan agreement with a group of banks, which replaced the previous $100,000,000  
revolving credit and term loan agreement which would have terminated in July    
1992.  The new agreement, as amended, terminates in May 1995.  At such time,    
then outstanding borrowings would be payable semi-annually aggregating 5        
percent, 20 percent, 45 percent and 30 percent annually from 1995 to 1998.  At  
the Company's discretion, this facility may be converted into term loans at any 
time.  The Company also has a $40,000,000 revolving credit                      
agreement with the same group of banks that expires May 1994, at which time, any
outstanding borrowings would be payable.                                        
  The agreements permit borrowings which bear interest, at the Company's option,
(i) for domestic borrowings: based on the certificates of deposit rate, the     
Federal Funds rate, a prime rate or a quoted rate; or (ii) for Eurodollar       
borrowings: based on the London interbank rate.  Borrowings under these         
agreements may be prepaid without penalty.  In October 1992 the Company entered 
into a new $20,000,000 revolving credit and term loan agreement with a bank and 
its affiliate, which replaced a previous $30,000,000 revolving credit agreement 
with the same bank.  The new agreement, as amended, terminates in May 1995.  At 
such time, then outstanding borrowings would be payable semi-annually           
aggregating 5 percent, 20 percent, 45 percent and 30 percent annually from 1995 
to 1998.  At the Company's discretion, this facility may be converted into term 
loans at any time.  The Company also has entered into a $10,000,000 revolving   
credit agreement with the same bank and its affiliate that expires May 1994, at 
which time, any outstanding borrowings would be payable.                        
  The agreements permit borrowings which bear interest, at the Company's option,
(i) for domestic borrowings:  based on the certificates of deposit rate, a prime
rate or a quoted rate; or (ii) for                                              

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Eurodollar borrowings based on the London interbank rate.  Borrowings under     
these agreements may be prepaid without penalty.                                
 No borrowings under any of the above agreements were outstanding during 1993.

 Both agreements provide for an annual commitment fee of 1/8th of 1 percent on
the unused commitment.  Certain of the agreements also include provisions which 
require, among other matters, specified levels of stockholders' equity.  At     
December 31, 1993 approximately $1,148,000,000 of stockholders' equity was      
unrestricted.                                                                   
Short-term debt is comprised of current maturities of long-term debt and    
capital lease obligations.  Outstanding notes payable at December 31, 1993      
consists of $62,340,000 of short-term bank borrowings at an average interest    
rate of 3.71 percent. There were no outstanding notes payable at December 31,   
1992.                                                                           

Interest expense, net of interest income, as shown in the accompanying      
Consolidated Statements of Operations consisted                                 
of the following:                                                               

-------------------------------------------------------                         
Dollars in thousands                                                            
Year Ended                                                                      
December 31             1993         1992          1991                         
-------------------------------------------------------                         
Interest expense     $29,549      $30,075       $32,401                         
Interest income       (4,174)      (3,960)       (1,815)                        
-------------------------------------------------------                         
Net                  $25,375      $26,115       $30,586                         
-------------------------------------------------------                         
In connection with various construction projects, interest of approximately 
$1,351,000 and $705,000 was capitalized as property, plant and equipment for    
1993 and 1992 respectively. There was no interest capitalized in 1991.          
--------------------------------------------------------------------------------
9.        LEASE COMMITMENTS                                                     

In December 1993, the Company and The City of New York executed a long-term     
lease agreement and related agreements, under which the Company will lease land 
to build a state-of-the-art printing and distribution facility for The Times    
(see Note 3).                                                                   

Operating Leases:                                                               
Such lease commitments are primarily for office space and equipment.  Certain   
office space leases provide for adjustments relating to changes in real estate  
taxes and other operating expenses.                                             
Rental expense amounted to $24,744,000 in 1993, $23,689,000 in 1992 and     
$24,159,000 in 1991.  The approximate minimum rental commitments under          
noncancelable leases (exclusive of minimum sublease rentals of $301,000) at     
December 31, 1993 were as follows:  1994, $16,917,000; 1995, $11,977,000; 1996, 
$9,647,000; 1997, $8,566,000; 1998, $7,416,000 and $36,427,000 thereafter.      

Capital Leases:                                                                 
In connection with its Capital Investment Projects (see Note 3), the Company    
entered into a long-term lease for a building and site in Edison, New Jersey.   
The lease provides the Company with certain early cancellation rights, as well  
as renewal and purchase options.  For financial reporting purposes, the lease   
has been classified as a capital lease; accordingly, an asset of approximately  
$57,000,000 (included in buildings, building equipment and improvements at      
December 31, 1993 and 1992) has been recorded.                                  
The following is a schedule of future minimum lease payments under all          
capitalized leases together with the present value of the net minimum lease     
payments as of December 31, 1993:                                               

Dollars in thousands                                                            
--------------------------------------                                          
Year Ended December 31          Amount                                          
--------------------------------------                                          
1994                          $  7,221                                          
1995                             6,871                                          
1996                             6,623                                          
1997                             6,411                                          
1998                             6,400                                          
Later years                     52,800                                          
--------------------------------------                                          
Total minimum lease                                                             
payments                        86,326                                          
Less: amount representing                                                       
interest                        37,254                                          
--------------------------------------                                          
Present value of net                                                            
minimum lease payments                                                          
including current                                                               
maturities of $2,590           $49,072                                          
--------------------------------------                                          

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10.       PENSION PLANS                                                         
The Company sponsors several pension plans and makes contributions to several   
others in connection with collective bargaining agreements, including a joint   
Company-union plan and a number of joint industry-union plans.  These plans     
cover substantially all employees.                                              
The Company-sponsored pension plans provide participating employees with    
retirement benefits in accordance with benefit provision formulas which are     
based on years of service and final average or career pay, and where applicable,
employee contributions.  Funding is based on an evaluation and review of the    
assets, liabilities and requirements of each plan.  Retirement benefits are also
provided under supplemental unfunded pension plans.  Amounts for 1993 have      
increased due to the October 1, 1993 acquisition of The Globe.                  
Net periodic pension cost was $16,461,000 in 1993, $15,082,000 in 1992, and 
$14,467,000 in 1991.  The components                                            
of net periodic pension cost are:                                               

----------------------------------------------------------------                
Dollars in thousands                                                            
Year Ended December 31             1993         1992        1991                
----------------------------------------------------------------                
Service cost                    $14,075      $11,879     $11,210                
Interest cost                    26,675       24,167      22,451                
Actual return on                                                                
plan assets                    (38,907)     (25,365)    (37,430)              
Curtailment gain                      -         (885)          -                
Net amortization                                                                
and deferral                    14,618        5,286      18,236               
----------------------------------------------------------------                
Net periodic                                                                    
pension cost                   $16,461      $15,082     $14,467               
----------------------------------------------------------------                

Assumptions used in the actuarial computations were:                            

----------------------------------------------------------------                
Year Ended December 31             1993         1992        1991                
----------------------------------------------------------------                
Discount rate                      7.0%         8.0%       8.25%                
Rate of increase in                                                             
compensation levels                5.5%         5.5%        5.5%                
Expected long-term                                                              
rate of return                                                                
on assets                        8.75%        8.75%       8.75%               
----------------------------------------------------------------                

In connection with collective bargaining agreements, the Company contributes to 
several other pension plans including a joint Company-union plan and a number of
joint industry-union plans.  Contributions are determined as a function of hours
worked or period earnings.  Pension cost for these plans was $17,970,000 in     
1993, $15,700,000 in 1992, and $15,052,000 in 1991.                             

The funded status of the Company's plans which were valued at September 30, 1993
and 1992 is as follows:                                                         

Plans          Plans    
Whose          Whose    
Assets        Accumulated 
Exceed          Benefits  
December 31, 1993        Accumulated       Exceed                               
Dollars in thousands      Benefits         Assets                               
----------------------------------------------------                            
Actuarial present                                                               
value of                                                    
benefit obligation:                                                             
Vested benefit                                                                  
obligation            $187,972      $219,554                          
----------------------------------------------------                            
Accumulated benefit                                                             
obligation       $193,951     $227,102                      
----------------------------------------------------                            
Projected benefit                                                               
obligation       $251,679     $282,179                      
Plan assets at fair                                                             
value             234,366      142,015                      
----------------------------------------------------                            
Projected benefit                                                               
obligation in                                                                 
excess of plan                                                                
assets                     17,313     140,164                               
Unrecognized net                                                                
losses            (24,972)    (20,043)                      
Unrecognized prior                                                              
service cost                7,746      (9,633)                              

Unrecognized                                                                    
transition obligation       (2,690)     (2,724)                               
Fourth-quarter                                                                  
contribution, net           (2,675)     (3,220)                               
Adjustment required                                                             
to recognize                                                                  
additional minimum                                                              
liability                         -      10,087                                 
----------------------------------------------------                            
Recorded pension                                                                
(asset) liability         $ (5,278)   $114,631                                
----------------------------------------------------                            

Plans          Plans    
Whose          Whose    
Assets        Accumulated 
Exceed          Benefits  
December 31, 1992        Accumulated       Exceed                               
Dollars in thousands      Benefits         Assets                               
----------------------------------------------------                            
Actuarial present                                                               
value of                                                    
benefit obligation:                                                             
Vested benefit                                                                  
obligation        $230,705     $21,039                      
----------------------------------------------------                            
Accumulated benefit                                                             
obligation        $235,994     $21,153                      
----------------------------------------------------                            
Projected benefit                                                               
obligation        $296,312     $30,722                      
Plan assets at fair                                                             
value              284,469         -                        
----------------------------------------------------                            
Projected benefit                                                               
obligation                                                  
in excess of plan                                                               
assets                        11,843    30,722                                  
Unrecognized net                                                                
gains (losses)                6,181    (6,393)                                
Unrecognized prior                                                              
service cost                 (1,202)   (1,005)                                
Unrecognized net                                                                
asset (transition                                                             
obligation)                   1,873    (6,339)                                
Fourth-quarter                                                                  
contribution, net            (3,172)     (265)                                
Adjustment required                                                             
to recognize                                                                  
additional minimum                                                              
liability                          -     4,167                                  
----------------------------------------------------                            
Recorded pension                                                                
liability                 $ 15,523   $20,887                                
----------------------------------------------------                            

Plan assets, which were valued as of September 30, 1993 and 1992, consist of    
money market investments, investments in marketable fixed income and equity     
securities, an investment in a diversified real estate equity fund and          
investments in group annuity insurance contracts.                               
The additional liability relating to the unfunded status of these plans is  
included in other liabilities on the Consolidated Balance Sheets as of December 
31, 1993 and 1992 and miscellaneous assets includes a related intangible asset  
of equal amount.                                                                

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11.       POSTRETIREMENT BENEFITS OTHER THAN PENSIONS AND POSTEMPLOYMENT        
BENEFITS                                                    
The Company provides health and life insurance benefits to retired employees    
(and their eligible dependents) who are not covered by any collective bargaining
agreements if the employee meets specified age and service requirements.        
  The Company adopted the provisions of SFAS No. 106 - Employers' Accounting for
Postretirement Benefits Other Than Pensions ("SFAS 106"), changing to the       
accrual method of accounting for these benefits effective January 1, 1992.      
Prior to 1992, postretirement benefit expenses were recognized on a pay-as-you- 
go basis and were not material.                                                 
As permitted by SFAS 106, the Company elected to recognize in 1992 the      
accumulated postretirement benefit obligation related to prior service costs.   
The Company recorded this obligation of $64,856,000 ($37,411,000 after taxes or 
$.48 per share) as the cumulative effect of an accounting change at January 1,  
1992.                                                                           
Net periodic postretirement cost was $10,809,000 and $7,776,000 in 1993 and 
1992 respectively.  The components of this cost are as follows:                 

--------------------------------------------                                    
Dollars in thousands           1993     1992                                    
--------------------------------------------                                    
Service cost for benefits                                                       
earned during the period     $3,955   $3,299                                    
Interest cost on                                                                
accumulated postretirement                                                    
benefit obligation           6,854    5,239                                   
Curtailment gain                  -     (762)                                   
--------------------------------------------                                    
Net periodic                                                                    
postretirement                                                                
benefit cost               $10,809  $7,776                                    
-------------------------------------------                                     
The Company's policy is to fund the                                             
above-mentioned payments as claims                                              
and premiums are paid.                                                          
The following table sets forth the                                          
amounts included in "Accrued                                                    
Expenses" and "Other Liabilities" in                                            
the Consolidated Balance Sheets at                                              
December 31, 1993 and 1992 based on                                             
valuation dates of September 30 in                                              
each year.  The 1993 amounts have                                               
increased principally due to the                                                
October 1, 1993 acquisition of The                                              
Globe.                                                                          

--------------------------------------------                                    
Dollars in thousands                                                            
--------------------------------------------                                    
December 31                    1993     1992                                    
--------------------------------------------                                    
Accumulated postretirement                                                      
benefit obligation                                                              
Retirees                    $53,677  $28,054                                    
Fully eligible active        28,450   18,943                                    
plan participants                                                               
Other active plan                                                               
participants                 51,522  25,645                                     
--------------------------------------------                                    
Total                       133,649  72,642                                     
Unrecognized net gains                                                          
(losses)            3,093  (2,198)                          
Fourth-quarter expense                                                          
net of benefit                                                                
payment                        621     -                                      
--------------------------------------------                                    
Total accrued                                                                   
postretirement                                                                
benefit liability           137,363  70,444                                     
Current portion included                                                        
in accrued expenses           4,040   2,591                                     
--------------------------------------------                                    
Long-term accrued                                                               
postretirement                                                                
benefit liability          $133,323 $67,853                                     
--------------------------------------------                                    

For 1993 the accumulated postretirement benefit obligation was determined   
using a discount rate of 7.0 percent, an estimated increase in compensation     
levels of 5.5 percent and a health care cost trend rate of between 13 percent   
and 11 percent in the first year grading down to 5 percent in the year 2008.    
  Increasing the assumed health care cost trend rates by one percentage point in
each year and holding all other assumptions constant would increase the         
accumulated postretirement benefit obligation as of December 31, 1993 by        
$18,857,000 and increase the net periodic postretirement benefit cost for 1993  
by $2,300,000.                                                                  
For 1992 the accumulated postretirement benefit obligation was determined   
using a discount rate of 8.0 percent, an estimated increase in compensation     
levels of 5.5 percent and a health care cost trend rate of approximately 15.0   
percent for pre-age-65 benefits, decreasing to 6.25 percent in the year 2014 and
thereafter and a rate of 14.75 percent for post-age-65 benefits decreasing to   
6.0 percent in the year 2014 and thereafter.                                    
In connection with collective bargaining agreements, the Company contributes
to several welfare plans including a joint Company-union plan and a number of   
joint industry-union plans.  Contributions are determined as a function of hours
worked or period earnings.  Portions of these contributions, which cannot be    
disaggregated, related to postretirement benefits for plan participants.  Total 
contributions to these welfare funds were approximately $18,000,000 and         
$16,800,000 in 1993 and 1992 respectively.                                      
The Company also adopted SFAS No. 112 - Employers' Accounting for           
Postemployment Benefits ("SFAS 112") as of the beginning of 1992.  SFAS 112     
requires that certain benefits provided to former or inactive employees, after  
employment but before retirement, such as workers' compensation, disability     
benefits and health care continuation coverage be accrued if attributable to    
employees' service already rendered.  The cumulative effect on net income of    
this change in accounting method resulted in a one-time charge of $16,365,000   
($9,440,000 after taxes or $.12 per share) and has been reflected as of         
January 1, 1992.                                                                

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12.       EXECUTIVE AND NON-EMPLOYEE DIRECTORS' INCENTIVE PLAN                  

Under the Company's 1991 Executive Stock Incentive Plan and 1991 Executive Cash 
Bonus Plan (together the "1991 Executive Plans"), the Board of Directors may    
authorize incentive compensation awards and grant stock options to key employees
of the Company.  Awards may be granted in cash, restricted and unrestricted     
shares of the Company's Class A Common Stock, Retirement Units or such other    
forms as the Board of Directors deems appropriate.  Under the 1991 Executive    
Plans, stock options of up to 10,000,000 shares of Class A Common Stock may be  
granted and stock awards of up to 1,000,000 shares of Class A Common Stock may  
be made.  In adopting the 1991 Executive Plans, shares previously available for 
issuance of retirement units and stock options under prior plans are no longer  
available for future awards.                                                    
  Retirement Units are payable in Class A Common Stock over a period of 10 years
following retirement.                                                           
 Stock options currently outstanding were granted under the Company's 1974 and
1984 Stock Option Plans and the 1991 Executive Plans.  The Plans provide for    
granting of both incentive and non-qualified stock options principally at an    
option price per share of 100 percent of the fair market value of the Class A   
Common Stock on the date of grant.  These options have terms of five or ten     
years, and become exercisable in annual periods ranging from one year to four   
years from the date of grant.  Payment upon exercise of an option may be made in
cash, with previously-acquired shares, with shares (valued at fair market value)
which would be otherwise issued on the exercise of the option or any combination
thereof.                                                                        
  Under the Company's Non-Employee Directors' Stock Option Plan (the "Directors'
Plan"), non-qualified options with ten-year terms are granted annually to each  
non-employee director of the Company.  Each annual grant allows the director to 
purchase from the Company up to 1,000 shares of Class A Common Stock at the fair
market value of such shares at the date of grant.  Options for an aggregate of  
250,000 shares of Class A Common Stock may be granted under the Directors' Plan.
Outstanding stocks options granted to key employees of The Globe to purchase
its Series A and/or Series B Common Stock prior to the merger have been         
converted to stock options to purchase the Company's Class A Common Stock.  The 
former Globe stock options were converted at a ratio of 0.6 shares of Class A   
Common for each share of Globe stock as determined by the merger agreement.  All
of these stock options became exercisable effective with the merger on October  
1, 1993.                                                                        
Changes in stock options for each of the three years in the period ended    
December 31, 1993 were as follows:                                              

--------------------------------------------------------------                  
Dollars in thousands                    Option Price                            
except per share data        Shares     Per Share($)     Total                  
--------------------------------------------------------------                  
Options outstanding                                                             
January 1, 1991           3,296,385    4.77 to 38.87    76,344                  
Granted                   1,269,064   20.00 to 20.81    25,391                  
Exercised                  (134,984)   4.77 to 18.40    (1,121)                 
Terminations                (94,957)  20.56 to 38.87    (2,515)                 
--------------------------------------------------------------                  
Options outstanding                                                             
December 31, 1991         4,335,508    5.76 to 38.87    98,099                  
Granted                   1,103,410  25.93 to  28.88    28,473                  
Exercised                  (466,320)   5.76 to 26.75    (7,900)                 
Terminations                (91,982)  20.56 to 36.43    (2,737)                 
--------------------------------------------------------------                  
Options outstanding                                                             
December 31, 1992         4,880,616   13.96 to 38.87   115,935                  
Granted                   1,909,080   26.50 to 30.68    50,641                  
Globe stock                                                                     
option conversion           958,654    6.89 to 22.50    14,381                  
Exercised                  (346,334)   6.89 to 26.75    (6,333)                 
Terminations                (41,175)  20.00 to 36.43    (1,116)                 
--------------------------------------------------------------                  
Options outstanding                                                             
December 31, 1993         7,360,841    6.89 to 38.87  $173,508                  
--------------------------------------------------------------                  
Options which became                                                            
exercisable during                                                              
1991                      1,086,077            20.56   $22,332                  
1992                        728,859   20.00 to 20.81    14,588                  
1993                      1,803,174    6.89 to 28.88    35,098                  
--------------------------------------------------------------                  
Options exercisable                                                             
at December 31,                                                                 
1991                      3,066,444    5.76 to 38.87   $72,708                  
1992                      3,237,964   13.96 to 38.87    76,678                  
1993                      4,673,663    6.89 to 38.87   104,789                  
--------------------------------------------------------------                  

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13.       CAPITAL STOCK                                                         

The 5 1/2 percent cumulative prior preference stock, which is redeemable at the 
option of the Company on 30-day's notice at par plus accrued dividends, is      
entitled to an annual dividend of $5.50 payable quarterly.                      
The serial preferred stock is subordinate to the 5 1/2 percent cumulative   
prior preference stock.  The Board of Directors is authorized to set the        
distinguishing characteristics of each series prior to issuance, including the  
granting of limited or full voting rights; however, the consideration received  
must be at least $100 per share.  No shares of serial preferred stock have been 
issued.                                                                         
The Class A and Class B Common Stock are entitled to equal participation in 
the event of liquidation and in dividend declarations.  The Class B Common Stock
is convertible at the holders' option on a share-for-share basis into Class A   
shares.  As provided for in the certificate of incorporation, the Class A Common
Stock has limited voting rights, including the right to elect 30 percent of the 
Board of Directors, and the Class A and Class B Common Stock have the right to  
vote together on reservations of Company stock for stock options, on the        
ratification of the selection of independent certified public accountants and,  
in certain circumstances, on acquisitions of the stock or assets of other       
companies.  Otherwise, except as provided by the laws of the State of New York, 
all voting power is vested solely and exclusively in the holders of the Class B 
Common Stock.                                                                   
At a special meeting of shareholders in September 1993, an amendment of the 
Company's Restated Certificate of Incorporation was approved to increase the    
total number of authorized shares of Class A Common Stock to 200,000,000 shares,
thereby increasing the Company's overall total number of authorized shares of   
capital stock of The New York Times Company to 200,910,000 shares.              
Under a stock repurchase program which commenced in June 1993 and expired at
the close of The Globe transaction on October 1, 1993, the Company repurchased  
approximately 10,231,000 shares of its Class A Common Stock at an average price 
of $24.87 per share.                                                            
In a new program announced in October 1993, the Company's Board of Directors
authorized additional expenditures of up to $150,000,000 for repurchases of its 
Class A Common Stock.  Under the new Board authorization, purchases may be made 
from time to time either in the open market or through private transactions.    
The number of shares that may be purchased in market transactions may be limited
as a result of The Globe transaction.  Purchases may be suspended from time to  
time or discontinued.  Under this program, to date, the Company has repurchased 
approximately 30,000 shares of its Class A Common Stock at an average price of  
$24.78 per share.  Had stock repurchases, under both programs, occurred as of   
January 1, 1993, earnings per share for the year 1993 would have been $.08.     
Under the 1994 Offering of the Employee Stock Purchase Plan, eligible       
employees may purchase Class A Common Stock through payroll deductions during   
1994 at the lower of $20.03 per share (85 percent of the average market price on
November 1, 1993) or 85 percent of the average market price on December 29,     
1994.                                                                           
 Shares of Class A Common Stock reserved for issuance at December 31, 1993 and
1992 were as follows:                                                           

--------------------------------------------------                              
December 31                     1993         1992                               
--------------------------------------------------                              
Retirement Units                                                                
Outstanding                  216,806       229,574                              
Stock Awards                                                                    
Available                    993,359             -                              
Stock Options                                                                   
Outstanding                7,360,841     4,880,616                              
Available                  5,988,480     7,651,526                              
Employee Stock                                                                  
Purchase Plan                                                                   
Available                    993,919     1,813,085                              
Voluntary Conversion of                                                         
Class B Common Stock                                                            
Available                    571,624      571,804                               
--------------------------------------------------                              
Total                     16,125,029   15,146,605                               
--------------------------------------------------                              

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14.       ACCOUNTING CHANGES                                                    

During 1992, the Company adopted three noncash accounting changes mandated by   
the Financial Accounting Standards Board:  SFAS No. 106-Employers' Accounting   
for Postretirement Benefits Other Than Pensions (see Note 11), SFAS 109-        
Accounting for Income Taxes (see Note 7) and SFAS 112-Employers' Accounting for 
Postemployment Benefits (see Note 11).  All accounting changes have been adopted
prospectively and, accordingly, earnings for 1991 have not been restated.       
The cumulative effect of adopting these accounting changes is as follows:   

----------------------------------------------                                  
After-tax effects    Earnings                     
(Dollars in thousands)    per share                         
----------------------------------------------                                  
Postretirement Benefits $(37,411)    $(.48)                                     
Income Taxes              13,414       .17                                      
Postemployment Benefits   (9,440)     (.12)                                     
--------     -----              
Net charge              $(33,437)    $(.43)                                     
========     =====              
----------------------------------------------                                  

--------------------------------------------------------------------------------
15.       SEGMENTS                                                              
The Company's segment and related information is included on pages 2 and 3 of   
this Appendix.  The information for the years 1993, 1992 and 1991 appearing     
therein is presented on a basis consistent with, and is an integral part of, the
consolidated financial statements.  Revenues from individual customers, revenues
between business segments and revenues, operating profit and identifiable assets
of foreign operations are not significant.                                      

--------------------------------------------------------------------------------
16.       CONTINGENT LIABILITIES                                                

There are various libel and other legal actions that have arisen in the ordinary
course of business and are now pending against the Company.  Such actions are   
usually for amounts greatly in excess of the payments, if any, that may be      
required to be made.  It is the opinion of management after reviewing such      
actions with legal counsel to the Company that the ultimate liability which     
might result from such actions would not have a material adverse effect on the  
consolidated financial statements.                                              

--------------------------------------------------------------------------------
17.       RECLASSIFICATIONS                                                     

For comparability, certain 1991 and 1992 amounts have been reclassified to      
conform with the 1993 presentation.                                             

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INDEPENDENT AUDITORS' REPORT                                                    
BOARD OF DIRECTORS                                                              
AND STOCKHOLDERS OF                                                             
THE NEW YORK TIMES COMPANY:                                                     

We have audited the accompanying consolidated balance sheets of The New York    
Times Company as of December 31, 1993 and 1992 and the related consolidated     
statements of operations, stockholders' equity and cash flows for each of the   
three years in the period ended December 31, 1993.  These consolidated financial
statements are the responsibility of the Company's management.  Our             
responsibility is to express an opinion on these financial statements based on  
our audits.                                                                     
We conducted our audits in accordance with generally accepted auditing      
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are    
free of material misstatement.  An audit includes examining, on a test basis,   
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used and significant    
estimates made by management, as well as evaluating the overall financial       
statement presentation.  We believe that our audits provide a reasonable basis  
for our opinion.                                                                
In our opinion, the consolidated financial statements present fairly, in all
material respects, the financial position of The New York Times Company as of   
December 31, 1993 and 1992 and the results of their operations and their cash   
flows for each of the three years in the period ended December 31, 1993 in      
conformity with generally accepted accounting principles.                       
As discussed in notes 7, 11 and 14, the Company changed its methods of      
accounting for income taxes, postretirement benefits other than pensions and    
postemployment benefits effective January 1, 1992 to conform with Statements of 
Financial Accounting Standards 109, 106 and 112.                                

-Deloitte & Touche-                                                   

New York, New York                                                              
February 10, 1994                                                               

MANAGEMENT'S RESPONSIBILITIES                                                   
REPORT                                                                          

The Company's consolidated financial statements were prepared by management who 
is responsible for their integrity and objectivity.  The consolidated financial 
statements have been prepared in accordance with generally accepted accounting  
principles and, as such, include amounts based on management's best estimates   
and judgments.                                                                  
Management is further responsible for maintaining a system of internal      
accounting control, designed to provide reasonable assurance that the Company's 
assets are adequately safeguarded and that the accounting records reflect       
transactions executed in accordance with management's authorization.  The system
of internal control is continually reviewed for its effectiveness and is        
augmented by written policies and procedures, the careful selection and training
of qualified personnel and a program of internal audit.                         
The consolidated financial statements were audited by Deloitte & Touche,    
independent auditors.  Their audit was conducted in accordance with generally   
accepted auditing standards and their report is shown on this page.             
The Audit Committee of the Board of Directors, which is composed solely of  
independent directors, meets regularly with the independent auditors, internal  
auditors and management to discuss specific accounting, financial reporting and 
internal control matters.  Both the independent auditors and the internal       
auditors have full and free access to the Audit Committee.  Each year the Audit 
Committee selects, subject to ratification by stockholders, the firm which is to
perform audit and other related work for the Company.                           

MARKET INFORMATION                                                              

The Class A Common Stock is listed on the American Stock Exchange.  The Class B 
convertible Common Stock and the 5 1/2 percent cumulative prior preference stock
are unlisted and are not actively traded.  Dividends on the preference stock    
were paid at the quarterly rate of $1.375 per share during each of the two      
years.                                                                          
The approximate number of security holders of record as of January 31, 1994 
was as follows:  Class A Common Stock: 17,245; Class B Common Stock:  43; 5 1/2 
percent cumulative prior preference stock:  65.                                 

The market price range of Class A Common Stock in 1993 and 1992 is as follows:  

------------------------------------------                                      
Quarter Ended        1993         1992                                          
------------------------------------------                                      
High    Low   High    Low                       
March 31      $31.25 $26.37 $32.12 $22.62                                       
June 30        31.25  23.00  32.00  26.00                                       
September 30   26.12  22.62  29.75  25.00                                       
December 31    28.75  22.37  28.37  23.62                                       
Year           31.25  22.37  32.12  22.62                                       
------------------------------------------                                      

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QUARTERLY INFORMATION (Unaudited)                                                                                
---------------------------------------------------------------------------------------------------------------- 
Dollars and shares in millions       First         Second          Third          Fourth                         
except per share data               Quarter        Quarter        Quarter        Quarter                Year     
                                  1993    1992    1993   1992    1993    1992    1993   1992       1993     1992 
---------------------------------------------------------------------------------------------------------------- 
                                                                                                                 
Revenues                       $ 454.5 $ 435.9 $ 483.6 $443.2 $ 445.6 $ 426.2 $ 636.0 $468.2   $2,019.7 $1,773.5 
---------------------------------------------------------------------------------------------------------------- 
Costs and Expenses                                                                                               
Production costs:                                                                                                
Raw materials                     63.7    67.6    67.5   62.1    64.2    63.6    85.1   57.3      280.5    250.6 
Wages and benefits               101.2    91.4   100.1   92.7    99.8   100.5   136.4  103.8      437.5    388.4 
Other                             94.5    84.5    98.6   84.5   102.9    88.7   122.6  107.9      418.6    365.6 
---------------------------------------------------------------------------------------------------------------- 
Total                            259.4   243.5   266.2  239.3   266.9   252.8   344.1  269.0    1,136.6  1,004.6 
Selling, general and                                                                                             
administrative                                                                                                   
expenses                         164.0   157.6   168.4  167.2   166.5   162.0   257.6  193.7      756.5    680.5 
---------------------------------------------------------------------------------------------------------------- 
Total                            423.4   401.1   434.6  406.5   433.4   414.8   601.7  462.7    1,893.1  1,685.1 
---------------------------------------------------------------------------------------------------------------- 
Operating profit                  31.1    34.8    49.0   36.7    12.2    11.4    34.3    5.5      126.6     88.4 
Interest expense, net              5.2     7.0     5.2    6.7     6.6     6.4     8.4    6.0       25.4     26.1 
Loss on disposition                                                                                              
          of                                                                                                     
Gwinnett Daily News                 -      1.6       -    1.1       -    51.1       -      -          -     53.8 
Income taxes                     12.9     11.2    20.9   12.4     6.5   (13.2)    2.9    0.7       43.2     11.1 
---------------------------------------------------------------------------------------------------------------- 
Income (Loss) before                                                                                             
equity in operations of                                                                                          
forest products group            13.0     15.0    22.9   16.5    (0.9)  (32.9)   23.0   (1.2)      58.0     (2.6)
Equity in operations of                                                                                          
forest products group             (2.1)   (1.6)   (0.5)  (2.5)   (2.1)   (2.1)  (47.2)  (2.5)     (51.9)    (8.7)
---------------------------------------------------------------------------------------------------------------- 
Income (Loss) before                                                                                             
net cumulative effect                                                                                            
of accounting changes             10.9    13.4    22.4   14.0    (3.0)  (35.0)  (24.2)  (3.7)       6.1    (11.3)
Net cumulative effect                                                                                            
of accounting changes               -    (33.4)     -       -       -       -        -     -          -    (33.4)
---------------------------------------------------------------------------------------------------------------- 
Net income (loss)               $ 10.9  $(20.0) $ 22.4  $14.0  $ (3.0) $(35.0) $(24.2) $(3.7)     $ 6.1   $(44.7)
---------------------------------------------------------------------------------------------------------------- 
Average number of                                                                                                
          common                                                                                                 
shares outstanding                79.9    78.4    79.7   78.5    72.4    78.6   106.0   78.6       84.5     78.5 
Per share of common                                                                                              
          stock                                                                                                  
Before net cumulative                                                                                            
effect of                                                                                                        
accounting changes               $ .14   $ .17   $ .28   $.18  $ (.04)  $(.44) $ (.23) $(.05)     $ .07   $ (.14)
Net cumulative effect                                                                                            
of accounting changes                -    (.43)      -      -       -       -       -      -          -     (.43)
Net income (loss)                  .14    (.26)    .28    .18    (.04)   (.44)   (.23)  (.05)       .07     (.57)
Dividends                          .14     .14     .14    .14     .14     .14     .14    .14        .56      .56 
---------------------------------------------------------------------------------------------------------------- 

The 1993 quarters do not equal the 1993 year-end amount for earnings per share  
due to the weighted average number of shares outstanding used in the            
computations for the respective periods.  Per share amounts for the respective  
quarters and years have been computed using the average number of common shares 
outstanding as presented in the table above.  The significant differences in the
number of shares in the 1993 periods are due principally to the issuance of     
approximately 36.4 million shares due to the October 1993 Globe acquisition     
offset, in part, by stock repurchases of approximately 10.3 million shares      
during the third and fourth quarter.                                            
 The Company's largest source of revenues is advertising, which influences the
pattern of the Company's quarterly consolidated revenues and is seasonal in     
nature.  Traditionally, second-quarter and fourth-quarter advertising volume is 
higher than that in the first quarter.  Advertising volume tends to be lower in 
the third quarter primarily because of the summer slow-down in many areas of    
economic activity.  Quarterly trends are also affected by the overall economy   
and economic conditions that may exist in specific markets served by each of the
Company's business segments.                                                    
First-quarter 1993 was negatively affected by $3.7 million pre-tax ($.02 per
share) due to a March snowstorm.                                                
Third-quarter 1993 includes  $5.6 million ($.07 per share) of additional    
income tax expense due to the enactment of the Tax Act.                         
Fourth-quarter 1993 includes a $2.6 million pre-tax gain ($.02 per share) on
the sale of assets.                                                             
  Fourth-quarter 1993 includes $35.4 million of pre-tax charges ($.19 per share)
for white-collar and production union staff reductions at The Times.            
Fourth-quarter 1993 includes an after-tax noncash charge to equity in       
operations of $47.0 million ($.44 per share) to write-down the Company's        
investment in its Forest Products Group to reflect current operating conditions 
and economic factors in the industry.                                           
 First-quarter 1992 includes $3.1 million pre-tax gain ($.02 per share) on the
sales of assets.                                                                
  Second-quarter 1992 was negatively affected by $11.0 million pre-tax ($.08 per
share) due to labor disruptions at The Times.                                   
Third and fourth-quarter 1992 include pre-tax $2.8 million ($.02 per share) 
and $7.6 million ($.05 per share), respectively, for training and start-up costs
for commencement of operations at Edison.                                       
Fourth-quarter 1992 includes a $28.0 million pre-tax charge ($.20 per share)
for voluntary union staff reductions at The Times.                              

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TEN-YEAR SUPPLEMENTAL FINANCIAL DATA                                                                                            
--------------------------------------------------------------------------------------------------------------------------------
Dollars and shares in millions                                                 Year Ended December 31                           
except per share data                              1993    1992    1991    1990    1989    1988    1987    1986    1985    1984 
--------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                
Revenues and Income                                                                                                             
Revenues                                          $2,020  $1,774  $1,703  $1,777  $1,769  $1,700  $1,642  $1,524  $1,358  $1,199
--------------------------------------------------------------------------------------------------------------------------------
Operating Profit                                     127      88      94     130     169     251     284     266     210     176
--------------------------------------------------------------------------------------------------------------------------------
Income (Loss) from continuing operations before                                                                                 
  equity in forest products group                     58      (2)     41      61      84     132     138     110      93      86
Equity in operations of forest products group        (52)     (9)      6       4     (16)     29      18      20      21      13
--------------------------------------------------------------------------------------------------------------------------------
Income (Loss) from continuing operations               6     (11)     47      65      68     161     156     130     114      99
Discontinued operations                                -       -       -       -     199       7       4       2       2       1
Net cumulative effect of accounting changes            -     (34)      -       -       -       -       -       -       -       -
--------------------------------------------------------------------------------------------------------------------------------
Net income (loss)                                      6     (45)     47      65     267     168     160     132     116     100
--------------------------------------------------------------------------------------------------------------------------------
Balance Sheet                                                                                                                   
Total assets                                       3,215   1,995   2,128   2,150   2,188   1,915   1,712   1,405   1,296     869
Long-term debt and capital lease obligations         460     207     213     319     337     378     391     217     274      75
Common stockholders' equity                        1,599   1,000   1,073   1,056   1,064     873     823     705     586     485
--------------------------------------------------------------------------------------------------------------------------------
Per share of Common Stock                                                                                                       
Continuing operations                                .07    (.14)    .61     .85     .87    2.00    1.91    1.60    1.43    1.25
Discontinued operations                                -       -       -       -    2.52     .08     .05     .03     .02     .01
Net cumulative effect of accounting changes            -    (.43)      -       -       -       -       -       -       -       -
Net income (loss)                                    .07    (.57)    .61     .85    3.39    2.08    1.96    1.63    1.45    1.26
Dividends                                            .56     .56     .56     .54     .50     .46     .40     .33     .29     .25
Common stockholders' equity (end of year)          14.96   12.54   13.70   13.68   13.63   11.02   10.04    8.59    7.24    6.09
--------------------------------------------------------------------------------------------------------------------------------
Shares Outstanding (end of year)                                                                                                
Class A and Class B Common                         106.9    79.7    78.4    77.2    78.1    79.2    82.0    82.0    80.9    79.7
--------------------------------------------------------------------------------------------------------------------------------
Market Price (end of year)                         26.25   26.37   23.62   20.62   26.37   26.87   31.00   35.50   24.50   19.19
--------------------------------------------------------------------------------------------------------------------------------

1993 -  Results include pre-tax $3.7 million ($.02 per share) due to a March    
snowstorm.                                                                      

  Results include $5.6 million ($.07 per share) of additional tax expense due to
the enactment of the Tax Act.                                                   

Results include a $2.6 million pre-tax gain ($.02 per share) on the sale of 
assets.                                                                         

Results include $35.4 million of pre-tax charges ($.23 per share) for staff 
reductions at The Times.                                                        

 Results include an after-tax noncash charge of $47.0 million ($.56 per share)
against equity in operations to write down the Company's investment in its      
Forest Products Group to reflect current operating conditions and economic      
factors in the industry.                                                        

1992 -    Results included a $53.8 million pre-tax loss ($.47 per share) on the 
closing of The Gwinnett (Ga.) Daily News.                                       

Results included a $3.1 million pre-tax gain ($.02 per share) from the sales
of assets.                                                                      

  Results included a $28.0 million pre-tax charge ($.20 per share) for voluntary
union staff reductions at The Times.                                            

 Results included $21.4 million pre-tax ($.15 per share) for labor disruptions
and training and start-up costs at Edison.                                      

1991 -  Results included a $20.0 million pre-tax charge ($.15 per share) for    
voluntary union staff reductions at The Times.                                  

 Results include the reversal of a provision for income taxes of $10.0 million
($.13 per share) for a favorable tax settlement.                                

1989 -  Results included an after-tax gain of $193.3 million ($2.46 per share)  
from the sale of the Company's cable television operations.  The gain and       
results of operations through the 1989 sale date are included as discontinued   
operations.                                                                     

  Results included a $30.0 million pre-tax charge ($.22 per share) for voluntary
union staff reductions at The Times.                                            

Results included an after-tax charge of $27.2 million ($.35 per share) for a
valuation reserve against the Company's investment in the Forest Products Group.

1986 -      Results included an interest charge of $8.5 million ($.05 per share)
which relates to a court decision arising from the Company's 1981 acquisition of
two cable television systems.                                                   

1985 -      Results included a $2.8 million gain ($.03 per share) from the sale 
of property.  The Company acquired five newspapers and two television stations  
for $389.6 million.                                                             

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(Graphic of Map)                                                                

From west                                                                       
---------------------------------------------------------------                 
Entering Boston on I-90 (the Massachusetts Turnpike),                           
take the Copley Square/Prudential Center exit. Remain in                        
lane marked Copley Square. Turn right on Stuart St., the                        
first street off the exit. Travel 4 blocks, Park Plaza Hotel is                 
on the lefthand side at 64 Arlington St.                                        

From north                                                                      
---------------------------------------------------------------                 
Entering Boston on I-93, take exit 27 toward torrow                             
Drive. From Storrow Drive turn left on the Copley Sq. exit.                     
Take an immediate left on Beacon St. followed by a right                        
onto Arlington St. Park Plaza Hotel is 6 blocks ahead on                        
the lefthand side at 64 Arlington St.                                           

From south                                                                      
---------------------------------------------------------------                 
Entering Boston on I-93, take exit 26 to Storrow Drive.                         
From Storrow Drive turn left on the Copley Sq. exit. Take                       
an immediate left on Beacon St. followed by a right onto                        
Arlington St. Park Plaza Hotel is 6 blocks ahead on the                         
lefthand side at 64 Arlington St.                                               

Park Plaza Hotel 617-426-2000                                                   

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NYT                         THE NEW YORK TIMES COMPANY                 CLASS A  
PROXY        PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF             
THE COMPANY FOR ANNUAL MEETING ON APRIL 19, 1994

The undersigned hereby constitutes and appoints Arthur Ochs Sulzberger,         
Laura J. Corwin and Solomon B. Watson IV, and each of them, as proxies with     
full power of substitution in each, to represent the undersigned at the Annual  
Meeting of Stockholders of THE NEW YORK TIMES COMPANY to be held at 8:30 A.M.,  
local time, at Boston Park Plaza Hotel, 64 Arlington Street, Boston,            
Massachusetts 02116, on Tuesday, April 19, 1994, or at any adjournments thereof,
and to vote on all matters coming before said meeting including the proposals   
indicated on the reverse side hereof.                                           

                                                 Change of Address
Election of Class A Directors, Nominees:                                        

Louis V. Gerstner, Jr., A Leon Higginbotham, Jr.,   ___________________________ 
Robert A. Lawrence, Charles H. Price II,                                        
Donald M. Stewart                                   ___________________________ 

                                                   ___________________________
                                                   (If you have written in the
                                                    above space, please mark the
                                                corresponding box on the
                                                  reverse side of this card)

YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES     
-SEE REVERSE SIDE- BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN       
ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. YOUR SHARES CANNOT     
BE VOTED UNLESS YOU SIGN AND RETURN THIS CARD.                                  
                                           SEE REVERSE
                                          SIDE

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[X] PLEASE MARK YOUR                                                            
VOTES AS IN THIS                                                        
EXAMPLE.                                                                

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED      
HEREIN. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE              
ELECTION OF CLASS A DIRECTORS AND FOR PROPOSALS 2 AND 3.                        

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2 AND 3.  

FOR    WITHHELD                   
1. Election of Class                                                            
A Directors        [   ]     [   ]                                        
(see reverse)                                                             

For, except vote withheld from the following                                    
nominee(s)                                                                      

____________________________________________                                    

                                                 FOR      AGAINST      ABSTAIN
2. Amendment of Employee Stock                                                  
   Purchase Plan                                  [   ]       [  ]         [   ]

3. Ratification of selection of Deloitte & Touche [   ]       [  ]         [   ]
as auditors                                                               

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS                     
FOR THE ANNUAL MEETING ON APRIL 19, 1994.                                       
Your signature on the proxy is your acknowledgment of receipt                   
of the Notice of Meeting and Proxy Statement, both dated                        
March 21, 1994.                                                                 

The signer hereby revokes all proxies heretofore given by the                   
signer to vote at said meeting or at any adjournments thereof.                  

Change of                                                                       
address on                                                                      
Reverse Side [  ] ______________                                                

SIGNATURE(S)________________________________________ DATE _________________     

NOTE: Please sign as name appears hereon. Joint owners should each sign.        
When signing as attorney, executor, administrator, trustee or guardian,         
please give full title as such. If signing as a corporation, please give        
full corporate name by authorized officer.                                      

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NYT                         THE NEW YORK TIMES COMPANY                 CLASS B  
PROXY        PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF             
THE COMPANY FOR ANNUAL MEETING ON APRIL 19, 1994

The undersigned hereby constitutes and appoints Arthur Ochs Sulzberger,         
Laura J. Corwin and Solomon B. Watson IV, and each of them, as proxies with     
full power of substitution in each, to represent the undersigned at the Annual  
Meeting of Stockholders of THE NEW YORK TIMES COMPANY to be held at 8:30 A.M.,  
local time, at Boston Park Plaza Hotel, 64 Arlington Street, Boston,            
Massachusetts 02116, on Tuesday, April 19, 1994, or at any adjournments thereof,
and to vote on all matters coming before said meeting including the proposals   
indicated on the reverse side hereof.                                           

                                                 Change of Address
Election of Class B Directors, Nominees:                                        

John F. Akers, Richard L. Gelb, Marian S Heiskell   ___________________________ 
Ruth S. Holmberg, Walter E. Mattson, George B.                                  
Munroe, George L. Shinn, Arthur Ochs Sulzberger,    ___________________________ 
Judith P. Sulzberger, William O. Taylor,                                        
Cyrus R. Vance                                      ___________________________ 
                                                   (If you have written in the
                                                    above space, please mark the
                                                corresponding box on the
                                                  reverse side of this card)

YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES     
-SEE REVERSE SIDE- BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN       
ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. YOUR SHARES CANNOT     
BE VOTED UNLESS YOU SIGN AND RETURN THIS CARD.                                  
                                           SEE REVERSE
                                          SIDE

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[X] PLEASE MARK YOUR                                                            
VOTES AS IN THIS                                                        
EXAMPLE.                                                                

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED      
HEREIN. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE              
ELECTION OF CLASS B DIRECTORS AND FOR PROPOSALS 2 AND 3.                        

  THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2 AND 3.

FOR    WITHHELD                 
1. Election of Class                                                            
B Directors         [   ]     [   ]                                       
(see reverse)                                                             

For, except vote withheld from the following                                    
nominee(s)                                                                      

____________________________________________                                    

                                                 FOR      AGAINST      ABSTAIN
2. Amendment of Employee Stock                                                  
   Purchase Plan                                  [   ]       [  ]         [   ]

3. Ratification of selection of Deloitte & Touche [   ]       [  ]         [   ]
as auditors                                                               

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS                     
FOR THE ANNUAL MEETING ON APRIL 19, 1994.                                       
Your signature on the proxy is your acknowledgment of receipt                   
of the Notice of Meeting and Proxy Statement, both dated                        
March 21, 1994.                                                                 

The signer hereby revokes all proxies heretofore given by the                   
signer to vote at said meeting or at any adjournments thereof.                  

Change of                                                                       
address on                                                                      
Reverse Side [  ] ______________                                                

SIGNATURE(S)________________________________________ DATE _________________     

NOTE: Please sign as name appears hereon. Joint owners should each sign.        
When signing as attorney, executor, administrator, trustee or guardian,         
please give full title as such. If signing as a corporation, please give        
full corporate name by authorized officer.                                      

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||  |  |  ||      
||  |  |  ||      
||  |  |  ||      
SECRETARY'S OFFICE             ||  |  |  ||                                     
                       ||  |  |  ||            -----------------
                       ||  |  |  ||            |  NO POSTAGE   |
                                               |  NECESSARY    |
                                               |  IF MAILED    |
                                               |    IN THE     |
                                               | UNITED STATES |
                                               -----------------

------------------------------------------------       =================        
B U S I N E S S       R E P L Y         M A I L       =================       
FIRST CLASS MAIL   PERMIT NO 289   NEW YORK NY        =================       
------------------------------------------------       =================        
POSTAGE WILL BE PAID BY ADDRESSEE                      =================        
                                               =================
                                               =================
                                               =================
THE NEW YORK TIMES COMPANY                     =================
229 WEST 43RD STREET                                            
NEW YORK NY 10109 - 0225                                        

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Please return this card                       I plan to attend the Meeting.     
only if you plan to attend.                                                     
--------------------------                                                      
                                         Please type or print clearly.

The New York Times Company                                                      
Annual Meeting of Stockholders                                                  
8:30 A.M., Tuesday, April 19, 1994            -----------------------------     
                               Name of Stockholder

Boston Park Plaza Hotel                       -----------------------------     
64 Arlington Street                           Street Address                    
Boston, Massachusetts 02116                                                     
                                         -----------------------------
                                         City         State        Zip

                                         *To facilitate counting, please
                                            forward your proxy to the Transfer
                                           Agent even if you are planning to
                                          attend. You can always revoke it
                                     at the meeting if you wish.

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  March 22, 1994

TO:     The Schedule 3 Stockholders Under the Stockholders                      
Agreement, dated as of June 11, 1993, by and between            
The New York Times Company and the other parties                
signatory thereto                                               

c/o Boston Safe Deposit & Trust Co.                             
One Boston Place                                                
Boston, MA                                                      
Attention:  Richard W. Towle                                    

Ladies and Gentlemen:                                                           

I am writing to you pursuant to the Stockholders                        
Agreement, dated as of June 11, 1993 by and between The New                     
York Times Company ("Parent") and the other parties                             
signatory thereto (the "Stockholders Agreement").  All terms                    
used herein are used as defined in the Stockholders                             
Agreement.                                                                      

This letter is a reminder to you that, as                             
contemplated by Section 3.6(a)(i) of the Stockholders                           
Agreement, each of you has agreed to vote all shares of                         
Parent Voting Securities Beneficially Owned by you as                           
recommended by the Board of Directors of Parent on all                          
matters submitted to a vote of Parent's stockholders.  This                     
agreement is applicable to the matters set forth in the                         
Proxy Statement, dated March 21, 1994, for stockholder                          
approval at Parent's 1994 Annual Meeting of Stockholders to                     
be held on Tuesday, April 19, 1994.  If you have not yet                        
received this Proxy Statement in the mail, it should arrive                     
soon.                                                                           

Sincerely,      

Laura J. Corwin 

/tdc                                                                            

cc:    W. Lincoln Boyden                                                        
Rhonda L. Brauer                                                  
Solomon B. Watson IV                                              

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THE NEW YORK TIMES COMPANY EMPLOYEE             
STOCK PURCHASE PLAN             

SECTION 1.     Purpose.                                           

The Employee  Stock Purchase Plan (the  "Plan") of The New        
York  Times Company  ("The Times")  is  designed to  provide an             
opportunity  for the employees of The  Times and its designated             
subsidiaries to  purchase shares  of the  Class A Common  Stock             
(the  "Stock")  of  The  Times   through  voluntary  systematic             
payroll deductions.   It is the purpose and  policy of the Plan             
to  provide   employees  with  an  opportunity  to  acquire  an             
additional interest in  the economic progress of The  Times and             
a further incentive to promote its best interests.                          

SECTION 2.     Offerings Under the Plan.                          

From time  to time within the  limits of the  Plan, shares        
of  the Stock  will  be made  available  for purchase  only  by             
employees through offers of the  Stock made on behalf of                    
The Times by its Board of  Directors (the "Board").  The  Board             
shall designate the subsidiaries  of The Times whose  employees             
may participate in an offering under the  Plan and shall within             
the limits  of the  Plan fix the  terms and conditions  of each             
offering.   Except as  provided in  Section 3 of  the Plan, all             
employees  participating  in an  offering  shall  have  thesame             
rights and privileges to purchase Stock under the Plan.                     

SECTION 3.     Employees  Eligible  and  Participation  by        
Such Employees.                     

All regular,  full-time employees of The Times and of such        
subsidiaries  as may  be  designated  by  the  Board  shall  be             
eligible to participate  in the Plan, except that the  Board in             
its  discretion  may  exclude,  on a  uniform  basis,  from any             
offering or  offerings:  (a)  employees who at  the time  of an             
offering  have  been  employed less  than  two  (2)  years, (b)             
employees whose  customary employment is  twenty (20)  hours or             
less per week, (c) employees whose customary  employment is for             
not more  than five (5)  months in  any calendar year,  and (d)             
employees who have been  granted restricted or qualified  stock             
options as  those terms are used  in the Internal  Revenue Code             
1954,  as  currently  in  effect or  as  it  may  hereafter  be             
amended, under The New  York Times Company Executive  Incentive             
Compensation Plan.  The number of shares  that may be purchased             
by an  employee under  any one  offering shall  bear a  uniform             
relationship to the basic compensation of  such employee over a             
period  of  time  in  which  such  compensation  is  paid  (the             
"Purchase Period").   However, an employee  owning or who would             
own directly or  indirectly more than five percent (5%)  of the             
total combined  voting power or value  of all classes  of stock             
of  The   Times,  its  parent  or  any  subsidiary  corporation             
immediately after  any  offering under  the Plan  in which  the             
participates  or   in  which  he   is  otherwise   eligible  to             
participate, will  not be eligible to  participate in  the Plan             
or any offering made thereunder.  No employee shall                         

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be  granted he  right to  purchase shares  of  the Stock  which             
would permit  his total  rights  to purchase  Stock, under  all             
employee stock  purchase plans  of The  Times, to  accrue at  a             
rate  which  exceeds  $25,000 of  fair  market  value  of  such             
Stock,determined at the time such rights are  granted, for each             
calendar year during  which rights  to purchase such  Stock are             
outstanding at any time.                                                    

SECTION 4.     Shares Subject to the Plan.                        

The shares  which may  be offered  under the  Plan may  be        
treasury Stock,  unissued Stock, or The  Times may go  into the             
market and purchase  Stock for sale.   The number of  shares of             
Stock to  be sold  under the Plan  shall not exceed  21,800,000             
shares, except  as  such number  may  be adjusted  pursuant  to             
Section  9.   All shares  offered under  the Plan  and for  any             
reason  not purchased  as  well as  all  shares not  previously             
offered will be available for subsequent offerings.                         

SECTION 5.  Price.                                                          

The price at which shares may from time to time be offered        
shall be  fixed by the  Board, but shall not  be less  than the             
lower of (a) 85% of the  fair market value of the Stock  on the             
date of  offering (the  "Offering Price"),  or (b)  85% of  the             
fair market value of the  Stock on the last day of the Purchase             
Period, except as provided in Section 6.                                    

SECTION 6. Payroll Deductions, Interest and Right of                        
Cancellation.                                         

Shares purchased  under  the  Plan  will be  paid  for  by        
payroll deductions  during the Purchase Period, which shall not             
exceed  27 months,  without the  right of  prepayment. Interest             
will  accrue on the amounts deducted at  a rate and in a manner             
fixed  by the Board.   Each participant will  have the right to             
cancel his  election to purchase shares  under the Plan  at any             
time  prior to the last day of  the Purchase Period and in such             
case any  amount paid  by such participant  in respect of  such             
shares will be returned to  him with  interest. The Board  will             
also    make   provision  with   respect  to  the   rights   of             
participants in  the  event  of retirement,  death, termination             
of  employment,  temporary  layoff,  or  authorized   leave  of             
absence,  including   without  limitation  a  provision that  a             
participant  whose employment has  terminated through  death or             
retirement or  otherwise  may  purchase   Stock   within  three             
(3) months  thereafter at  the Offering Price   or  85%  of the             
fair market value of  the Stock  at  the date of such purchase,             
whichever is lower.                                                         

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SECTION 7.  Issue of Shares.                                                

No shares purchased under the  Plan will be issued  except        
at the end of the  Purchase Period and only upon  such issuance             
will  participants have,  with respect  to such  shares, any of             
the rights of a stockholder.                                                

SECTION 8.  Assignability.                                                  

The rights of a  participant will  not be transferable  by        
him  other   than  by   will  or  the   laws  of  descent   and             
distribution, and  will be exercisable during his lifetime only             
by him.                                                                     

SECTION 9.  Effects of Changes in Shares.                                   

If at  any time The Times  shall take any  action, whether        
by  stock  dividend, stock  split,  combination  of shares,  or             
otherwise,  which  results  in  a  proportionate   increase  or             
decease in  the number  of shares  of Stock theretofore  issued             
and  outstanding, the  number of shares  covered under the Plan             
shall be  increased or decreased proportionately, and the price             
in  Section  5   adjusted  proportionately,   and  such   other             
adjustment  shall be made as  may be equitable  by the Board or             
the Committee.                                                              

SECTION 10. Administration of the Plan.                                     

The Plan shall be administered by the Board or a Committee        
appointed by the  Board of three  or more of  its members  (the             
"Committee").   The Committee shall  serve at  the pleasure  of             
the Board and shall have such powers as the Board may from time             
to time confer upon  it.  Any decision  or action taken by  the             
Board or  the Committee  arising out of  or in connection  with             
the construction, administration, interpretation and  effect of             
the  Plan shall  be conclusive and  binding upon  all employees             
participating in the  Plan and any person claiming or  under or             
through any such employee.                                                  

SECTION 11. Amendment or Discontinuance.                                    

The Board  may amend  or discontinue the Plan at any time.        
No  such amendment, however, may increase the maximum number of             
shares that may be offered, decrease the minimum price pursuant             
to  Section 5  or change  the class  of  employees eligible  to             
participate under the Plan  without the approval of a  majority             
of the  shares of  The Times  then issued  and outstanding  and             
entitled to vote thereon.                                                   

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SECTION 12. Approval by Stockholders.                                       

This Plan  must be  approved by  the Class  A and  Class B        
Common  stockholders   of  The  Times  on  or  before  December             
17, 1969. If no  such approval is obtained, then all amounts in             
the  accounts  of  participating  employees  shall  be promptly             
refunded, including any interest credited thereon.                          

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEF 14A’ Filing		Date		First		Last			Other Filings
		9/30/03		12					4
		12/31/98		19
		9/30/96		20
		1/16/96		13
		9/30/95		20					10-Q
		12/31/94		4		31			10-K,  11-K
		12/29/94		30		57
		11/21/94		31
For Period End:		4/19/94		4		69
		3/22/94		69
Filed on:		3/21/94		3		69			10-K
		3/1/94		38
		2/28/94		4		30
		2/10/94		59					SC 13G/A
		1/31/94		59
		1/1/94		21		30
		12/31/93		8		59			10-K,  11-K
		12/16/93		23
		11/1/93		30		57
		10/1/93		12		57
		9/30/93		54
		8/12/93		47
		6/11/93		14		69
		4/13/93		14
		1/1/93		37		57
		12/31/92		39		59
		9/30/92		54
		3/31/92		20
		1/1/92		37		59
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