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<TEXT>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                    FORM 10-K

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

                   For the fiscal year ended December 31, 2000


                         Commission File Number  0-16914

                            THE E. W. SCRIPPS COMPANY
             (Exact name of registrant as specified in its charter)
             Ohio                                      31-1223339
(State or other jurisdiction of                      (IRS Employer
incorporation or organization)                   Identification Number)

      312 Walnut Street
       Cincinnati, Ohio                                  45202
(Address of principal executive offices)               (Zip Code)

       Registrant's telephone number, including area code:  (513) 977-3000


     Title of each class                    Name of each exchange on
                                                which registered

Securities registered pursuant to
Section 12(b) of the Act:
Class A Common Shares, $.01 par value        New York Stock Exchange

Securities registered pursuant to
Section 12(g) of the Act:
      Not applicable

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes   X        No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.


The  aggregate market value of Class A Common Shares of the Registrant held by
nonaffiliates of the Registrant, based on the $62.93 per share closing price for
such stock on February 28, 2001, was approximately $1,421,000,000.  As of
February 28, 2001, nonaffiliates held approximately 1,441,000 Common Voting
Shares.  There is no active market for such stock.

As of February 28, 2001, there were 59,979,446 of the Registrant's Class A
Common Shares, $.01 par value per share, outstanding and 19,096,913 of the
Registrant's Common Voting Shares, $.01 par value per share, outstanding.

<PAGE>

                       INDEX TO THE E. W. SCRIPPS COMPANY

         ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2000


Item No.                                                          Page

                                     PART I

1.  Business
      Newspapers                                                     3
      Scripps Networks                                               7
      Broadcast Television                                           8
      Licensing and Other Media                                     11
      Venture Capital and Other Investments                         12
      Employees                                                     12
2.  Properties                                                      12
3.  Legal Proceedings                                               12
4.  Submission of Matters to a Vote of Security Holders             12

                                     PART II

5.  Market for Registrant's Common Equity and Related
       Stockholder Matters                                          13
6.  Selected Financial Data                                         13
7.  Management's Discussion and Analysis of Financial
       Condition and Results of Operation                           13
8.  Financial Statements and Supplementary Data                     13
9.  Changes in and Disagreements with Accountants on
       Accounting and Financial Disclosure                          13

                                    PART III

10. Directors and Executive Officers of the Registrant              14
11. Executive Compensation                                          15
12. Security Ownership of Certain Beneficial Owners and Management  15
13. Certain Relationships and Related Transactions                  15

                                     PART IV

14.  Exhibits, Financial Statement Schedules and
        Reports on Form 8-K                                         15

<PAGE>

                                     PART I

ITEM 1.  BUSINESS

The E. W. Scripps Company ("Company") operates in three reportable segments:
Newspapers, Scripps Networks and Broadcast Television.

Newspapers include 21 daily newspapers in the U.S.

Scripps Networks includes three national television networks that are
distributed by cable and satellite television systems:  Home & Garden Television
("HGTV"), Food Network and Do It Yourself ("DIY"), and the Company's 12%
interest in FOX Sports South, a regional television network.  The Company
expects to launch Fine Living, its fourth national network, in the fourth
quarter of 2001.

Broadcast Television includes ten television stations, nine of which are
affiliated with national television networks.

A summary of segment information for the three years ended December 31, 2000, is
set forth on page F-36 of this Form 10-K. Licensing and other media aggregates
the Company's operating segments that are too small to warrant separate
reporting, primarily syndication and licensing of news features and comics.


                                   Newspapers

Operations - The Company acquired or divested the following newspaper operations
in the five years ended December 31, 2000:

2000 - Acquired the Ft. Pierce, Florida, daily newspaper in exchange for the
       Company's Destin, Florida, newspaper and cash.  Acquired the Henderson,
       Kentucky, daily newspaper and the Marco Island, Florida, weekly
       newspaper.
1999 - Acquired the 70% of Colorado Real Estate On-line, an Internet provider
       of real estate listings, that the Company did not already own.
1998 - Divested the Dallas Community newspapers, including the Plano daily.
1997 - Acquired daily newspapers in Abilene, Corpus Christi, Plano, San
       Angelo and Wichita Falls, Texas, a group of community newspapers in the
       Dallas, Texas, market and a daily newspaper in Anderson, South Carolina.
       Traded its Monterey and San Luis Obispo, California, daily newspapers for
       the daily newspaper in Boulder, Colorado, and terminated the joint
       operating agency and ceased operations of its newspaper in El Paso,
       Texas.
1996 - Acquired the Vero Beach, Florida, daily newspaper.

The Company publishes daily newspapers in 21 markets.  From its Washington
bureau the Company operates the Scripps Howard News Service, a supplemental wire
service covering stories in the capital, other parts of the United States and
abroad.  Each of the Company's daily newspapers operates an Internet site
featuring content included in the daily newspaper.  Many of the Company's
newspapers provide services such as total market coverage advertising products,
direct mail advertising and commercial printing.

<PAGE>

Revenues - Operating revenues for the five years ended December 31, 2000, were
as follows:

<TABLE>
<CAPTION>
( in thousands )
                                                                 2000          1999          1998          1997         1996

<S>                                                        <C>           <C>           <C>           <C>           <C>
Newspaper advertising:
     Local ROP                                             $     211,568 $     205,767 $     201,036 $     159,752 $     134,979
     Classified ROP                                              209,942       195,809       180,938       138,282       116,275
     National ROP                                                 30,977        27,937        20,576        16,649        14,579
     Preprint and other                                           90,536        79,902        71,286        48,926        40,895

Total newspaper advertising                                      543,023       509,415       473,836       363,609       306,728
Circulation                                                      133,491       135,029       138,615       112,612       102,005
Joint operating agency distributions                              47,412        50,511        48,278        47,052        39,341
Other                                                             10,176         9,735        10,402         7,209         6,071

Total                                                            734,102       704,690       671,131       530,482       454,145
Rocky Mountain News                                              220,998       209,713       200,442       196,794       182,693
Divested newspapers                                                  886         3,806        17,498        33,100        43,330

Total operating revenues                                   $     955,986 $     918,209 $     889,071 $     760,376 $     680,168
</TABLE>


Daily newspaper operating revenues are derived primarily from advertising and
circulation.  Joint operating agency distributions represent the Company's share
of profits of newspapers managed by the other party to a joint operating agency
(see "Joint Operating Agencies").  Other newspaper operating revenues include
commercial printing.

Advertising rates and revenues vary among the Company's newspapers depending on
circulation, type of advertising, local market conditions and competition.
Advertising revenues are derived from run-of-paper ("ROP") advertisements
included with news stories in the body of the newspaper, preprinted
advertisements that are generally produced by advertisers and inserted into the
newspaper, and on-line advertising appearing on the newspapers' Internet sites.

ROP is further broken down among "local," "classified" and "national"
advertising.  Local refers to advertising that is not in the classified
advertising section and is purchased by in-market advertisers.  Classified
refers to advertising that generally is grouped by type of advertising, e.g.,
automotive and help wanted.  National refers to advertising purchased by
businesses that operate beyond the local market and purchase advertising from
many newspapers, primarily through advertising agencies.  A given volume of ROP
advertisements is generally more profitable to the Company than the same volume
of preprinted advertisements.

On-line advertising, which is included in "preprint and other," ranges from
simple static banners that appear at the top and bottom of a Web page to more
complex advertisements that use animation and allow users to interact with the
advertisements.  On-line advertising also includes an allocation of
classified advertising revenues that appear in both the printed editions of
the newspapers and on the newspapers' Internet sites, direct response
campaigns and links to commercial sites.  The newspapers generally receive
fees for these links and advertisements.  On-line advertising revenues were
$8,300,000 in 2000, $5,400,000 in 1999, $1,800,000 in 1998 and $100,000 in
1997.

Advertising revenues vary through the year, with the first and third quarters
generally having lower revenues than the second and fourth quarters.  Print
advertising rates and volume are highest on Sundays, primarily because
circulation and readership is greatest on Sundays.

<PAGE>

Circulation revenues are derived from home delivery sales of newspapers to
subscribers and from single-copy sales made through retail outlets and vending
machines.  Circulation information for the Company's newspapers is as follows:

<TABLE>
<CAPTION>
( in thousands ) (1)                              Morning (M)
                   Newspaper                      Evening (E)    2000          1999          1998          1997         1996
<S>                                                  <C>           <C>           <C>           <C>           <C>           <C>
             Daily Paid Circulation
Abilene (TX) Reporter-News                           M                36            38            40            40            41
Albuquerque (NM) Tribune (2)                         E                19            21            23            25            27
Anderson (SC) Independent-Mail                       M                39            40            40            41            42
Birmingham (AL) Post-Herald (2)                      E                15            18            21            26            50
Boulder (CO) Daily Camera                            M                34            33            34            34            34
Bremerton (WA) Sun                                   M                34            35            37            38            36
Cincinnati (OH) Post (2)                             E                60            65            71            77            81
Corpus Christi (TX) Caller-Times                     M                63            65            66            68            65
Denver (CO) Rocky Mountain News (2)                  M               427           396           332           303           317
Evansville (IN) Courier & Press (2)                  M                71            72            61            62            61
Ft. Pierce (FL) Tribune                              M                27            27            27            27            26
Henderson (KY) Gleaner                               M                11            11            11            11            11
Knoxville (TN) News-Sentinel                         M               123           122           122           122           123
Memphis (TN) Commercial Appeal                       M               175           173           174           186           183
Naples (FL) Daily News                               M                53            52            50            49            48
Redding (CA) Record-Searchlight                      M                34            34            35            36            35
San Angelo (TX) Standard-Times                       M                29            30            31            32            32
Stuart (FL) News                                     M                37            37            36            35            35
Ventura County (CA) Star                             M                97            93            92            96            95
Vero Beach (FL) Press Journal                        M                33            32            32            32            33
Wichita Falls (TX) Times Record News                 M                36            37            37            38            38
Total Daily Circulation                                            1,451         1,431         1,373         1,379         1,413

            Sunday Paid Circulation
Abilene (TX) Reporter-News                                            45            47            50            50            52
Anderson (SC) Independent-Mail                                        45            45            46            48            48
Boulder (CO) Daily Camera                                             41            40            42            41            42
Bremerton (WA) Sun                                                    37            39            40            42            40
Corpus Christi (TX) Caller-Times                                      81            85            87            89            88
Denver (CO) Rocky Mountain News                                      530           505           433           416           407
Evansville (IN) Courier & Press                                      101           105           106           109           110
Ft. Pierce (FL) Tribune                                               29            29            30            30            29
Henderson (KY) Gleaner                                                13            13            13            14            14
Knoxville (TN) News-Sentinel                                         158           159           163           166           168
Memphis (TN) Commercial Appeal                                       237           238           243           257           259
Naples (FL) Daily News                                                66            65            64            63            62
Redding (CA) Record-Searchlight                                       39            38            38            38            38
San Angelo (TX) Standard-Times                                        35            36            37            38            39
Stuart (FL) News                                                      45            45            46            45            44
Ventura County (CA) Star                                             110           108           105           103           103
Vero Beach (FL) Press Journal                                         36            36            36            36            36
Wichita Falls (TX) Times Record News                                  41            42            43            44            45
Total Sunday Circulation                                           1,687         1,675         1,619         1,629         1,622
</TABLE>

(1) Based on Audit Bureau of Circulation Publisher's Statements
    ("Statements") for the six-month periods ending September 30, except figures
    for the Ft. Pierce Tribune, the Naples Daily News, the Stuart News and the
    Vero Beach Press Journal which are from the Statements for the twelve-month
    periods ending September 30.

(2) This newspaper is a party to a JOA.  The JOA between the Denver Rocky
    Mountain News and MediaNews Group Inc.'s Denver Post began operations on
    January 22, 2001.  The Evansville JOA was terminated in 1998.  See "Joint
    Operating Agencies."

<PAGE>

Joint Operating Agencies - A JOA combines all but the editorial operations of
two competing newspapers in a market in order to reduce aggregate expenses and
take advantage of economies of scale, thereby allowing the continuing operation
of both newspapers in that market.  The Newspaper Preservation Act of 1970
("NPA") provides a limited exemption from anti-trust laws, generally permitting
the continuance of JOAs in existence prior to the enactment of the NPA and the
formation, under certain circumstances, of new JOAs between newspapers.

The Company is a partner in newspaper joint operating agencies ("JOAs") in four
markets.  The JOA between the Company's Denver Rocky Mountain News and MediaNews
Group Inc.'s Denver Post was approved by the U.S. Attorney General in
January 2001.  The 50-year agreement created a new entity called the Denver
Newspaper Agency L.L.C., which is 50%-owned by each partner.  Both partners
contributed certain assets used in the operations of their newspapers to the new
entity.  In addition, the Company paid $60,000,000 to MediaNews Group Inc.  The
JOA commenced operations on January 22, 2001. The other partner manages each of
the Company's other JOAs.

JOA revenues less JOA expenses, as defined in each JOA, equals JOA profits,
which are split between the partners.  In each case JOA expenses exclude
editorial expenses.  The Company will receive a 50% share of the operating
profits of the Denver JOA, and between 20% and 40% of the operating profits in
the other three markets.  The Company includes its portion of JOA operating
profits in operating revenues.

The table below provides certain information about the Company's JOAs.

<TABLE>
<CAPTION>
                                                                     Year JOA       Year of JOA
          Newspaper               Publisher of Other Newspaper     Entered Into     Expiration
   <S>                         <C>                                     <C>             <C>
   The Albuquerque Tribune     Journal Publishing Company              1933            2022
   Birmingham Post-Herald      Newhouse Newspapers                     1950            2015
   The Cincinnati Post         Gannett Newspapers                      1977            2007
   Denver Rocky Mountain News  MediaNews Group, Inc.                   2001            2051
</TABLE>

A JOA in Evansville, Indiana, which was managed by the Company, expired in 1998
and was not renewed.  The Company had received approximately 80% of JOA profits.
The Company continues to operate its Evansville newspaper.

Competition - The Company's newspapers compete for advertising revenues
primarily with other local media, including other local newspapers, television
and radio stations, cable television, telephone directories, other Internet
sites and direct mail.  Competition for advertising revenues is based upon
audience size and demographics, price and effectiveness.  The Company's
newspapers and Internet sites compete with all other information and
entertainment media for consumers' discretionary time.

Newspaper Production - The Company's daily newspapers are printed using offset
presses and use computer systems for writing, editing and composing and
producing the advertising and news material printed in each edition.  The
Company is constructing a new production facility for its Knoxville, Tennessee,
daily newspaper.

Raw Materials and Labor Costs - The Company consumed approximately 281,000
metric tons of newsprint in 2000, 270,000 metric tons in 1999, and 240,000
metric tons in 1998.  The Company purchases newsprint from various suppliers,
many of which are Canadian.  Management believes that the Company's sources of
supply of newsprint are adequate for its anticipated needs.

Newsprint is a basic commodity and its price is sensitive to the worldwide
balance of supply and demand.  Because of the capital commitment to construct
and operate a newsprint mill, the supply of newsprint is relatively stable
except for temporary disruptions caused by labor stoppages.  However, the
demand for newsprint can change quickly, resulting in wide swings in the price
of newsprint.  Newsprint prices were $745 in the first quarter of 1996 before
declining to approximately $500 by March 1997.  Newsprint prices fluctuated
between $450 and $590 from 1998 through 2000.  The average newsprint price was
approximately $580 per metric ton in the fourth quarter of 2000.  The Company
has used newsprint forward contracts to hedge its exposure to changes in the
price of newsprint for up to twelve months.  At December 31, 2000, the Company
held no newsprint forward contracts.  See "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Market Risk."

Labor costs accounted for approximately 45% of the Company's newspaper operating
expenses in 2000, 43% in 1999 and 42% in 1998.  A substantial number of the
Company's newspaper employees are represented by labor unions.  See "Employees."

<PAGE>

                           Scripps Networks

Operations - HGTV features programming focusing on home repair and remodeling,
gardening, decorating and other activities associated with the home.  Food
Network features programming focusing on food and entertaining.  DIY features
immediate access to step-by-step instructions, in-depth demonstrations and tips
on various topics associated with home improvement, gardening and crafts.  Fine
Living, expected to begin telecasting in the fourth quarter of 2001, will help
people explore their passions and interests in the finer things in life,
focusing on the $200 billion-plus luxury consumer goods and services markets.

Food Network began telecasting in December 1993 and HGTV in December 1994.  DIY
began telecasting in the fourth quarter of 1999.  The Company acquired the
controlling interest in Food Network in October 1997.  The Company owned 64% of
Food Network at December 31, 2000.

According to the Nielson Homevideo Index, HGTV was telecast to 67.1 million
homes in December 2000, 59.0 million homes in December 1999 and 48.4 million
homes in December 1998.  Food Network was telecast to 54.4 million homes in
December 2000, 44.2 million homes in December 1999 and 37.1 million homes in
December 1998.

Each of the Company's networks operates an Internet site featuring content from
its programs and additional information and products of interest to the
networks' viewers.  The Internet sites also permit users to post comments in
response to programs and features, and provide applications to enable users to
communicate with each other and receive updates in subject areas of their
choosing.

Revenues - Operating revenues for the five years ended December 31, 2000, were
as follows:

<TABLE>
<CAPTION>
( in thousands )
                                                                 2000          1999          1998          1997         1996

<S>                                                        <C>           <C>           <C>           <C>           <C>
Advertising                                                $     249,619 $     171,059 $      95,171 $      37,473 $      15,717
Affiliate fees                                                    58,370        50,142        38,063        19,711         6,943
Other                                                              5,750         8,814        14,307         9,617         8,919
Total                                                            313,739       230,015       147,541        66,801        31,579
Unusual item                                                                   (1,100)         1,100

Total operating revenues                                   $     313,739 $     228,915 $     148,641 $      66,801 $      31,579
</TABLE>


Revenues are derived from the sale of advertising time and, if provided in the
affiliation agreements, from affiliate fees paid by cable television and other
distribution systems that carry the networks.  Affiliate fees are generally
based on the number of subscribers who receive the networks.

On-line advertising primarily includes banner ads and other advertisements.
Advertising opportunities on the Internet sites range from simple static banners
that appear at the top and bottom of a Web page to more complex advertisements
that use animation and allow users to interact with the advertisements.  The
Internet sites also provide advertisers with sponsorship opportunities,
promotions, direct response campaigns and links to commercial sites.  The
networks generally receive fees for these links and advertisements.  On-line
advertising revenues were $5,100,000 in 2000, $3,400,000 in 1999 and $700,000 in
1998.

<PAGE>

Programming - The Company both produces and purchases programming for HGTV, DIY
and Food Network.  The Company has continually improved the quality and variety
of programming and expanded the hours of original programming presented on its
networks.  The costs to purchase or produce programs for the networks totaled
$147,000,000 in 2000, $117,000,000 in 1999, $64,000,000 in 1998, and $24,000,000
in 1997.  The Company owns substantially all of the programming airing on its
networks, and expects to telecast such programs over several years.  The costs
to acquire programs are expensed as the programs are telecast.

Distribution - Network programming is telecast on cable and satellite television
systems. The Company's networks generally pay fees for long-term distribution
agreements.  These fees are usually paid in full when systems launch the
networks.  The amounts of the distribution fees depend upon several factors,
including the numbers of subscribers, the duration of the agreements and the
amounts of monthly affiliate fees the systems agree to pay the Company.  In
markets where the Company has broadcast television stations, distribution of the
networks may be obtained by granting cable or satellite television systems the
right to carry the local television stations' signals.

Popularity of the programming with subscribers is a primary factor in obtaining
and retaining distribution by system operators.

Competition - In addition to competing with other networks for distribution on
cable television systems, Scripps Networks competes for advertising revenues
with other local and national media, including other cable television networks,
television stations, radio stations, newspapers, Internet sites and direct mail.
Competition for advertising revenues is based upon audience size and
demographics, price and effectiveness.  Scripps Networks compete for consumers'
discretionary time with all other information and entertainment media.


                              Broadcast Television

Operations - The Company acquired television station KMCI in Lawrence, Kansas in
2000. The Company had operated the station under a Local Marketing Agreement
("LMA") since 1996.  Revenues from KMCI were included in the Company's results
of operations while the station was operated under the LMA.

Broadcast Television includes nine network-affiliated television stations.  The
stations rely on local sales operations for local advertising and national
advertising agencies for obtaining national advertising.

Revenues - Operating revenues for the five years ended December 31, 2000, were
as follows:

<TABLE>
<CAPTION>
( in thousands )
                                                                 2000          1999          1998          1997         1996

<S>                                                        <C>           <C>           <C>           <C>           <C>
Local advertising                                          $     173,878 $     171,353 $     166,115 $     171,211 $     159,412
National advertising                                             119,428       120,638       125,432       139,322       127,172
Political advertising                                             34,762         2,478        20,084         2,106        19,505
Other                                                             15,057        17,893        19,083        18,577        17,378

Total operating revenues                                   $     343,125 $     312,362 $     330,714 $     331,216 $     323,467
</TABLE>

Revenues are derived primarily from the sale of time to businesses for
commercial messages that appear during entertainment and news programming.
Local and national advertising refer to time purchased by local, regional and
national businesses; political refers to campaigns for elective office and
campaigns for political issues.  Automobile advertising accounts for
approximately one-fourth of the Company's local and national advertising
revenues.

The first and third quarters of each year generally have lower advertising
revenues than the second and fourth quarters.  The increasing political
advertising in even-numbered years when congressional and presidential elections
occur makes it difficult to achieve year-over-year increases in operating
results in odd-numbered years.

Other revenues also include network compensation (see "Network Affiliation and
Programming").

<PAGE>

Information concerning the Company's stations and the markets in which they
operate is as follows:
<TABLE>
<CAPTION>
                                       Network   Affiliation   FCC
                                    Affiliation/ Expires in/ License      Rank    Stations
                                         DTV     DTV Service Expires       of        in
         Station and Market            Channel    Commenced     in      Mkt (1)    Mkt (3)    2000   1999    1998   1997    1996
<S>                                      <C>        <C>        <C>         <C>       <C>        <C>    <C>     <C>    <C>     <C>
WXYZ-TV, Detroit, Ch. 7                  ABC        2004       2005        9          7
        Digital Service Status           41         1998
        Average Audience Share (2)                                                              15     16      17     18      21
        Station Rank in Market (4)                                                               2      1       2      2       1
WFTS-TV, Tampa, Ch. 28                   ABC        2005       2005        14        12
        Digital Service Status           29         1999
        Average Audience Share (2)                                                               8      8       9      9       9
        Station Rank in Market (4)                                                               4      4       4      4       4
WEWS-TV, Cleveland, Ch. 5                ABC        2004       2005        15        11
        Digital Service Status           15         1999
        Average Audience Share (2)                                                              14     14      14     17      19
        Station Rank in Market (4)                                                               1      1       1      2       1
KNXV-TV, Phoenix, Ch. 15                 ABC        2005       2006        17        11
        Digital Service Status           56         2000
        Average Audience Share (2)                                                               7      9       9     10      10
        Station Rank in Market (4)                                                               5      6       5      4       4
WMAR-TV, Baltimore, Ch. 2                ABC        2005       2004        24         6
        Digital Service Status           52         1999
        Average Audience Share (2)                                                               8      9      10     11      12
        Station Rank in Market (4)                                                               3      3       3      3       3
KSHB-TV, Kansas City, Ch. 41             NBC        2004       2006        30         8
        Digital Service Status           42          (6)
        Average Audience Share (2)                                                               8      7       7     10      10
        Station Rank in Market (4)                                                               4      4       4      4       4
KMCI-TV, Lawrence, Ch. 38               Ind.                   2006        30         8
        Digital Service Status           36          (6)
        Average Audience Share (2)                                                               1      2       2      2       2
        Station Rank in Market (4)                                                               8      8       8      8       7
WCPO-TV, Cincinnati, Ch. 9             ABC (5)      2006       2005        32         6
        Digital Service Status           10         1998
        Average Audience Share (2)                                                              14     14      15     17      18
        Station Rank in Market (4)                                                               2      2       2      1       1
WPTV-TV, W. Palm Beach, Ch. 5            NBC        2004       2005        43         9
        Digital Service Status           55          (6)
        Average Audience Share (2)                                                              15     15      16     19      20
        Station Rank in Market (4)                                                               1      1       1      1       1
KJRH-TV, Tulsa, Ch. 2                    NBC        2004       2006        59        10
        Digital Service Status           56          (6)
        Average Audience Share (2)                                                              11     12      12     14      14
        Station Rank in Market (4)                                                               3      3       3      3       3
</TABLE>

All market and audience data is based on the November A.C. Nielsen
Company survey.

(1) Rank of Market represents the relative size of the television
    market in the United States.
(2) Represents the number of television households tuned to a
    specific station from 6 a.m. to 2 a.m. each day, as a percentage
    of total viewing households in Area of Dominant Influence.
(3) Stations in Market does not include public broadcasting stations,
    satellite stations, or translators which rebroadcast signals from
    distant stations.
(4) Station Rank in Market is based on Average Audience Share as
    described in (2).
(5) Prior to June 1996, WCPO was a CBS affiliate.
(6) Construction permits have been filed in all four markets.  Permits
    have been granted in the West Palm and Tulsa markets.  The Company
    is required to commence DTV service by May 1, 2002.

<PAGE>

Competition - The Company's television stations compete for advertising revenues
primarily with other local media, including other television stations, radio
stations, cable television, newspapers, other Internet sites and direct mail.
Competition for advertising revenue is based upon audience size and
demographics, price and effectiveness.  Television stations compete for
consumers' discretionary time with all other information and entertainment
media.  The Company's television stations have experienced declines in their
average audience share in recent years due to the creation of new networks and
increased audience share of alternative service providers such as traditional
cable, "wireless" cable and direct broadcast satellite television.  Continuing
technological advances will improve the capability of alternative service
providers to offer video services in competition with terrestrial broadcasting.
The degree of competition from such service providers is expected to increase.
The Company intends to undertake upgrades in its services, including development
of digital television broadcasting, to maintain its competitive posture as well
as to comply with government requirements.  Technological advances in
interactive media services will further increase these competitive pressures.

Network Affiliation and Programming - Nine of the Company's ten television
stations are affiliated with national television networks.  The networks offer a
variety of programs to affiliated stations, which have the right of first
refusal before such programming may be offered to other television stations in
the same market.  Networks compensate affiliated stations for carrying network
programming.  The national television networks have reduced the amount of such
compensation.  The Company received $10,000,0000 in 2000 and $13,100,000 in
network compensation in 1999.  The Company expects network compensation to be
approximately $10,000,000 in 2001 and in 2002.

In addition to network programs, the Company's television stations broadcast
locally produced programs, syndicated programs, sports events, movies, public
service programs and "niche" programs focusing on topics of interest in the
stations' local markets.  News is the focus of the Company's locally produced
programming.  Advertising during local news programs on the Company's stations
account for approximately 30% of revenues.

Federal Regulation of Broadcasting - Television broadcasting is subject to the
jurisdiction of the Federal Communications Commission ("FCC") pursuant to the
Communications Act of 1934, as amended ("Communications Act").  The
Communications Act prohibits the operation of television broadcasting stations
except in accordance with a license issued by the FCC and empowers the FCC to
revoke, modify and renew broadcasting licenses, approve the transfer of control
of any corporation holding such licenses, determine the location of stations,
regulate the equipment used by stations and adopt and enforce necessary
regulations.  The FCC also adopts and enforces regulations concerning station
programming, including children's and political programming.

The Telecommunications Act of 1996 (the "1996 Act") significantly relaxed the
regulatory environment applicable to broadcasters.  Under the 1996 Act,
television broadcast licenses may be granted for a term of eight years, rather
than five, and they remain renewable upon request.  While there can be no
assurance regarding the renewal of the Company's television broadcast licenses,
the Company has never had a license revoked, has never been denied a renewal and
all previous renewals have been for the maximum term.

FCC regulations govern the multiple ownership of television stations and other
media.  Under the multiple ownership rule, a license for a television station
will generally not be granted or renewed if the grant of the license would
result in (i) the applicant owning more than one, or in some markets under
certain conditions, two television stations in the same market, or (ii) the
grant of the license would result in the applicant's owning, operating,
controlling, or having an interest in television stations whose total national
audience reach exceeds 35% of all television households. The FCC rules also
generally prohibit "cross-ownership" of a television station and daily newspaper
or cable television system in the same service area.  The Company's television
station and daily newspaper in Cincinnati were owned by the Company at the time
the cross-ownership rules were enacted and enjoy "grandfathered" status.  These
properties would become subject to the cross-ownership rules upon their sale.
The 1996 Act directed the FCC to periodically review all its ownership rules,
and such a review is ongoing.

The FCC has adopted a series of orders to implement a transition from the
current analog system of broadcast television to a digital transmission
system.  It has granted each television station a second channel on which to
begin offering digital service and it currently plans for the transition to be
completed by 2006, at which time each station should have returned one of its
two channels.  The FCC can extend this deadline if the transition proceeds
more slowly than it anticipates.

A substantial number of technical, regulatory and market-related issues remain
unresolved regarding digital television, including the timing of the
transition, programming and other rules the FCC may adopt, the willingness of
cable systems to carry the broadcasters' digital offerings and the level of
consumer demand for the new service.  The Company cannot predict the effect of
these uncertainties on the Company's offering of digital service or the
Company's business.

<PAGE>

Under the Cable Television Consumer Protection and Competition Act of 1992
("1992 Act"), each television broadcast station gained "must-carry" rights on
any cable system defined as "local" with respect to that station.  Stations may
waive their must-carry rights and instead negotiate retransmission consent
agreements with local cable companies.  The Company's stations have generally
elected to negotiate retransmission consent agreements with cable companies.
While the FCC has recently announced that a station's primary video transmission
will enjoy must-carry rights after the transition to digital broadcasting, the
FCC has so far declined to require carriage of a digital signal in addition to
the station's analog signal.


                            Licensing and Other Media

Operations - Licensing and other media aggregates the Company's operating
segments that are too small to warrant separate reporting, including syndication
and licensing of news features and comics, and the divested television program
production and independent telephone directories.

The Company acquired or divested the following operations in the five years
ended December 31, 2000:

2000 - Divested independent telephone directories in Memphis, Tennessee;
       Kansas City, Missouri; North Palm Beach, Florida; and New Orleans,
       Louisiana.
1998 - Acquired the independent telephone directories.  Divested Scripps
       Howard Productions, the Company's television program production operation
       based in Los Angeles.

Revenues - Operating revenues for the five years ended December 31, 2000, were
as follows:

<TABLE>
<CAPTION>
( in thousands )
                                                                 2000          1999          1998          1997         1996

<S>                                                        <C>           <C>           <C>           <C>           <C>
Licensing                                                  $      68,549 $      63,755 $      62,260 $      56,813 $      53,672
Newspaper feature distribution                                    23,590        23,382        22,650        20,920        20,695
Other                                                              4,756         5,433         3,913         2,430           161

Total licensing and other media revenues                          96,895        92,570        88,823        80,163        74,528
Divested other media                                               9,614        19,236         7,379        12,763        21,423

Total operating revenues                                   $     106,509 $     111,806 $      96,202 $      92,926 $      95,951
</TABLE>


The Company, under the trade name United Media, is a leading distributor of news
columns, comics and other features for the newspaper industry. Included among
these features is "Peanuts," one of the most successful strips in the history of
comic art.

United Media owns and licenses worldwide copyrights relating to "Peanuts,"
"Dilbert" and other character properties for use on numerous products,
including plush toys, greeting cards and apparel, for promotional purposes and
for exhibit on television and other media.  Charles Schulz, the author of
"Peanuts," died in February 2000.  The Company continues syndication of
previously published "Peanuts" strips, and retains the rights to continue to
license the characters.  "Peanuts" provides more than 80% of the Company's
licensing revenues, approximately 70% of which are earned in international
markets, with the Japanese market providing approximately two-thirds of
international revenue.  Depending upon market conditions, the Company may use
foreign currency forward and option contracts to hedge its exposure to changes
in the exchange rate for the Japanese yen.  See "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Market Risk."

Merchandise, literary and exhibition licensing revenues are generally a
negotiated percentage of the licensee's sales.  The Company generally negotiates
a fixed fee for the use of its copyrighted characters for promotional and
advertising purposes.  The Company generally pays a percentage of gross
syndication and licensing royalties to the creators of these properties.

Competition - The Company's newspaper feature distribution operations compete
for a limited amount of newspaper space with other distributors of news columns,
comics and other features.  Competition is primarily based on price and
popularity of the features.  Popularity of licensed characters is a primary
factor in obtaining and renewing merchandise and promotional licenses.

<PAGE>

                      Venture Capital and Other Investments

Through its Scripps Ventures Fund and other entities the Company invests in
businesses focusing on new media technology.  The Company recognized gains
(losses), net of fund management expenses, totaling ($24,800,000) in 2000,
$500,000 in 1999, ($2,700,000) in 1997, and $37,000,000 in 1996.

See "Management's Discussion and Analysis of Financial Condition and Results
of Operations - Market Risk" and Note 6 to the Consolidated Financial
Statements.


                                    Employees

As of December 31, 2000, the Company had approximately 8,400 full-time
employees, of whom approximately 6,100 were with Newspapers, 800 with Scripps
Networks, 1,300 with Broadcast Television and 100 with licensing and other
media.  Various labor unions represent approximately 1,800 employees, primarily
in newspapers.  At December 31, 2000, the Denver Rocky Mountain News employed
approximately 1,200 employees, approximately 1,000 of who became employees of
Denver Newspaper Agency, LLC.  The present operations of the Company have not
experienced any work stoppages since 1985.  The Company considers its
relationship with employees to be generally satisfactory.


ITEM 2.  PROPERTIES

Newspapers require business and editorial offices and printing plants.

Scripps Networks requires offices and studios and other real and personal
property to produce programs and to transmit the network programming via
satellite.  Scripps Networks operates from a production facility in Knoxville
and leased facilities in New York.

Broadcast Television requires offices and studios and other real property for
towers upon which broadcasting transmitters and antenna equipment are located.

The Company owns substantially all of the properties used by its operations.
Management believes the Company's facilities are generally well maintained and
are sufficient to serve its present needs.


ITEM 3.  LEGAL PROCEEDINGS

The Company is involved in litigation arising in the ordinary course of
business, such as defamation actions and various governmental and administrative
proceedings primarily relating to renewal of broadcast licenses, none of which
is expected to result in material loss.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the fourth
quarter of 2000.

<PAGE>

                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's Class A Common Shares are traded on the New York Stock Exchange
("NYSE") under the symbol "SSP."   There are approximately 8,000 owners of the
Company's Class A Common shares, based on security position listings, and 18
owners of the Company's Common Voting shares (which do not have a public
market).  The Company has declared cash dividends in every year since its
incorporation in 1922.  Future dividends are, however, subject to the Company's
earnings, financial condition and capital requirements.

The range of market prices of the Company's Class A Common shares, which
represents the high and low sales prices for each full quarterly period, and
quarterly cash dividends are as follows:

<TABLE>
<CAPTION>
                                                                    1st          2nd           3rd          4th
                                                                  Quarter      Quarter       Quarter      Quarter       Total
<S>                                                                <C>           <C>          <C>          <C>             <C>
                            2000
Market price of common stock:
   High                                                            $49.500       $51.625      $54.188      $63.250
   Low                                                              42.375        43.625       47.438       50.750

Cash dividends per share of common stock                             $ .14         $ .14        $ .14        $ .14         $ .56

                            1999
Market price of common stock:
   High                                                            $50.250       $51.563      $53.000      $51.375
   Low                                                              40.500        41.125       46.313       41.500

Cash dividends per share of common stock                             $ .14         $ .14        $ .14        $ .14         $ .56
</TABLE>


ITEM 6.  SELECTED FINANCIAL DATA

The Selected Financial Data required by this item is filed as part of this Form
10-K.  See Index to Consolidated Financial Statement Information at page F-1 of
this Form 10-K.


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATION

Management's Discussion and Analysis of Financial Condition and Results of
Operation required by this item is filed as part of this Form 10-K.  See Index
to Consolidated Financial Statement Information at page F-1 of this Form 10-K.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Financial Statements and Supplementary Data required by this item is filed
as part of this Form 10-K.  See Index to Consolidated Financial Statement
Information at page F-1 of this Form 10-K.


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

Not applicable.

<PAGE>

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

                               Executive Officers

Executive officers serve at the pleasure of the Board of Directors.  Certain
information about such officers appears in the table below.

   Name             Age                      Position

Kenneth W. Lowe      50   Chief Executive Officer (since October 2000);
                          President and Director (since January 2000); Chairman
                          and Chief Executive Officer, Scripps Networks (1993 to
                          2000)

Richard A. Boehne    44   Executive Vice President (since 1999); Vice
                          President/Communications and Investor Relations (1995
                          to 1999)

Daniel J. Castellini 61   Senior Vice President and Chief Financial Officer
                          (since 1986)

Frank Gardner        58   Senior Vice President/Interactive Media (since
                          March 2000); Senior Vice President/Television (1993 to
                          2000)

Alan M. Horton       57   Senior Vice President/Newspapers (since 1994)

B. Jeff Craig        42   Vice President and Chief Technology Officer (since
                          February 2001); Senior Vice President, Interactive
                          Technology and New Media Development, Discovery
                          Communications, Inc. (1998 to 2000); Managing Partner
                          and founder, AAJ Interactive Technologies (1997 to
                          1998); Vice President, System Design and Engineering,
                          TELE-TV (1995 to 1997)

Gregory L. Ebel      45   Vice President/Human Resources (since 1994)

James M. Hart        58   Vice President/Television (since 1995)

J. Robert Routt      46   Vice President and Controller (since 1985)

Paul K. Scripps      55   Vice President/Newspapers (since 1986)

Timothy E. Stautberg 38   Vice President/Communications and Investor
                          Relations (since April 1999); General Manager, Redding
                          Record Searchlight (1997 to 1999); Assistant to the
                          Publisher, Denver Rocky Mountain News (1992 to 1997)

Stephen W. Sullivan  54   Vice President/Newspaper Operations (since 2000);
                          Vice President/Newspapers (1997 to 2000); President,
                          Harte-Hanks Newspapers and Senior Vice President,
                          Harte-Hanks Communications (1991 to 1997)

M. Denise Kuprionis  44   Corporate Secretary and Director of Legal Affairs
                          (since 1987)

E. John Wolfzorn     55   Treasurer (since 1979)

<PAGE>

                                    Directors

The information required by Item 10 of Form 10-K relating to directors of the
Company is incorporated by reference to the material captioned "Election of
Directors" in the Company's definitive proxy statement for the Annual Meeting of
Shareholders ("Proxy Statement").  The Proxy Statement will be filed with the
Securities and Exchange Commission on or before April 28, 2001.


ITEM 11.  EXECUTIVE COMPENSATION

The information required by Item 11 of Form 10-K is incorporated by reference to
the material captioned "Executive Compensation" in the Proxy Statement.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required by Item 12 of Form 10-K is incorporated by reference to
the material captioned "Security Ownership of Certain Beneficial Owners and
Management" in the Proxy Statement.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by Item 13 of Form 10-K is incorporated by reference to
the material captioned "Certain Transactions" in the Proxy Statement.



                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

                 Financial Statements and Supplemental Schedules

(a) The consolidated financial statements of the Company are filed as part of
    this Form 10-K.  See Index to Consolidated Financial Statement
    Information at page F-1.

    The report of Deloitte & Touche LLP, Independent Auditors, dated January
    23, 2001, is filed as part of this Form 10-K.  See Index to Consolidated
    Financial Statement Information at page F-1.

(b) The consolidated supplemental schedules of the Company are filed as part
    of this Form 10-K.  See Index to Consolidated Financial Statement
    Schedules at page S-1.


                                    Exhibits

The information required by this item appears at page E-1 of this Form 10-K.

Reports on Form 8-K

No Current Reports on Form 8-K were filed in the fourth quarter of 2000.

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934 the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on March 28, 2001.

                                                  THE E. W. SCRIPPS COMPANY

                                                  By /s/ Kenneth W. Lowe
                                                    Kenneth W. Lowe
                                                    President and Chief
                                                    Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant in
the capacities indicated, on March 28, 2001.

      Signature                                     Title


/s/ Kenneth W. Lowe               President and Chief Executive Officer
Kenneth W. Lowe                   (Principal Executive Officer)

/s/ Daniel J. Castellini          Senior Vice President and Chief
Daniel J. Castellini              Financial Officer

/s/ William R. Burleigh           Chairman of the Board of Directors
William R. Burleigh

/s/ Charles E. Scripps            Chairman of the Executive Committee
Charles E. Scripps                of the Board of Directors

/s/ John H. Burlingame            Director
John H. Burlingame

/s/ Daniel J. Meyer               Director
Daniel J. Meyer

/s/ Nicholas B. Paumgarten        Director
Nicholas B. Paumgarten

/s/ Paul K. Scripps               Director
Paul K. Scripps

/s/ Edward Scripps, Jr.           Director
Edward Scripps, Jr.

/s/ Nackey E. Scagliotti          Director
Nackey E. Scagliotti

/s/ Ronald W. Tysoe               Director
Ronald W. Tysoe

/s/ Julie A. Wrigley              Director
Julie A. Wrigley

/s/ Joseph P. Clayton             Director
Joseph P. Clayton

<PAGE>

                            THE E. W. SCRIPPS COMPANY

              INDEX TO CONSOLIDATED FINANCIAL STATEMENT INFORMATION




Item No.                                                     Page

1. Selected Financial Data                                    F-2
2. Management's Discussion and Analysis of Financial
     Condition and Results of Operations
       Forward Looking Statements                             F-5
       Results of Operations                                  F-5
       Newspapers                                             F-8
       Scripps Networks                                      F-10
       Broadcast Television                                  F-12
       Liquidity and Capital Resources                       F-14
       Market Risk                                           F-15
3. Consolidated Balance Sheets                               F-16
4. Consolidated Statements of Income                         F-18
5. Consolidated Statements of Cash Flows                     F-19
6. Consolidated Statements of Comprehensive Income and
     Stockholders' Equity                                    F-20
7. Notes to Consolidated Financial Statements                F-21
8. Independent Auditors' Report                              F-43

<PAGE>

<TABLE>
ELEVEN-YEAR FINANCIAL HIGHLIGHTS
<CAPTION>
( in millions, except share data )
                                        2000(1)  1999(1)  1998(1) 1997(1) 1996(1) 1995(1) 1994(1)  1993(1) 1992(1) 1991(1) 1990(1)
<S>                                      <C>     <C>      <C>     <C>     <C>     <C>     <C>      <C>     <C>     <C>     <C>
Summary of Operations
     Operating Revenues:
          Other newspapers               $   734 $   704  $   672 $   530 $   454 $   426 $   402  $   369 $   353 $   339 $   348
          Denver Rocky Mountain News(10)     221     210      200     197     183     184     170      154     146     140     143
          Newspapers                         955     914      872     727     637     610     572      523     499     479     490
          Scripps Networks                   314     229      149      67      32      19       5
          Broadcast Television               343     312      331     331     323     295     288      255     247     216     205
          Licensing and other media           97      93       89      80      75      68      68       85      87      92      92
          Total                            1,709   1,548    1,441   1,205   1,067     992     933      863     833     787     787
          Divested operating units (2)        10      23       24      46      64      49      43       93     195     298     320
            Total operating revenues     $ 1,719 $ 1,571  $ 1,465 $ 1,251 $ 1,131 $ 1,041 $   976   $  956  $1,028  $1,085  $1,107
     Operating Income (Loss):
          Other newspapers               $   230 $   231  $   204 $   171 $   133 $   126 $   118   $   93  $   96  $   81  $   83
          Denver Rocky Mountain News(10)    (24)    (16)      (8)       2     (4)     (2)     (2)     (20)    (12)    (15)     (7)
          Newspapers                         206     215      196     173     129     124     116       73      84      66      76
          Scripps Networks                    54      23      (8)    (14)    (17)    (19)     (9)      (1)
          Broadcast Television               100      68       93     104     100      87      95       69      62      50      61
          Licensing and other media           15      11       11      10       9       7       5        5       8      10      10
          Corporate                         (21)    (19)     (17)    (17)    (18)    (17)    (15)     (14)    (15)    (13)    (15)
          Total                              354     298      275     256     203     182     192      132     139     113     132
          Divested operating units (2)                                (3)       3       2       1       10      22      36      37
          Unusual items (3)                 (10)     (3)        1             (4)             (8)      (1)    (33)            (36)
               Total operating income        345     295      276     252     202     185     185      142     128     149     133
     Interest expense                       (52)    (45)     (47)    (19)    (10)    (11)    (16)     (26)    (34)    (38)    (43)
     Gains (losses) on divested                6                       48                               92      78
       operations (1)
     Gain on sale of Garfield copyrights(4)                                                    32
     Investment results, net of expenses(5) (25)       1              (3)      37
     Other unusual credits (charges) (6)                                     (15)            (17)        3     (4)
     Miscellaneous, net                        1       4                3       2       2     (1)      (2)     (4)             (2)
     Income taxes (7)                      (108)   (104)     (93)   (118)    (84)    (76)    (81)     (86)    (65)    (48)    (44)
     Minority interests                      (4)     (4)      (5)     (5)     (3)     (3)     (8)     (16)     (9)     (7)     (8)
     Income from continuing operations   $   163 $   146  $   131 $   158 $   127  $   96  $   93  $   105  $   91  $   55  $   35

Share Data
     Income from continuing operations     $2.06 $  1.85  $  1.62 $  1.94 $  1.58   $1.19   $1.22    $1.40   $1.22    $.74    $.46
     Adjusted income from continuing
       operations (excluding unusual
        items and net gains)                2.20    1.87     1.61    1.64    1.38    1.19    1.26      .72     .80     .74     .77
     Cash dividends                          .56     .56      .54     .52     .52     .50     .44      .44     .40     .40     .40
     Market value of proceeds from                                          19.83
       Cable Transaction (8)

Market Value of Common Shares at
December 31
     Per share                            $62.88  $44.81   $49.75  $48.44  $35.00  $39.38  $30.25   $27.50  $24.75  $24.13  $17.00
     Total                                 4,951   3,502    3,908   3,906   2,827   3,153   2,415    2,056   1,847   1,798   1,267

EBITDA (excluding divested operating
     units and unusual items):
          Other newspapers               $   279 $   279  $   254 $   201 $   156 $   147 $   139  $   116 $   117 $   101 $   103
          Denver Rocky Mountain News (10)   (10)     (3)        6      16      10      11      11      (7)       1     (6)     (2)
          Newspapers                         269     276      260     217     166     158     150      109     118      95     101
          Scripps Networks                    69      35        5     (9)    (14)    (17)     (8)      (1)
          Broadcast Television               129      96      118     128     126     113     116       89      82      66      75
          Licensing and other media           16      13       12      10      10       8       6        6       9      11      11
          Corporate                         (20)    (18)     (16)    (16)    (17)    (16)    (15)     (13)    (13)    (12)    (14)
          Total                          $   464 $   401  $   378 $   331 $   269 $   247 $   249  $   190 $   196 $   161 $   173

Scripps Cable Financial Data (8)
     Operating revenues                                                   $   270 $   280 $   255  $   252 $   238 $   218 $   193
     Operating income excluding unusual items                                  61      65      43       46      44      36      27
     Net income                                                                40      40      30       24      15      11      14
     Net income per share of common stock                                     .49     .50     .39      .32     .20     .14     .18
     EBITDA - excluding unusual items                                         109     119     101      106     102      92      85
     Capital expenditures                                                    (58)    (48)    (42)     (67)    (58)    (37)    (36)

Note:  Certain amounts may not foot as each is rounded independently.
</TABLE>

<PAGE>

<TABLE>
ELEVEN-YEAR FINANCIAL HIGHLIGHTS
<CAPTION>
( in millions, except share data )
                                         2000(1) 1999(1)  1998(1) 1997(1) 1996(1) 1995(1) 1994(1)  1993(1) 1992(1) 1991(1) 1990(1)
<S>                                      <C>     <C>      <C>     <C>     <C>     <C>     <C>      <C>     <C>     <C>     <C>
Cash Flow Statement Data
Net cash provided by continuing          $   256 $   194  $   239 $   193 $   176 $   114 $   170  $   142 $   127 $   136 $   155
  operations
Depreciation and amortization of             109     104      104      78      69      67      59       61      64      56      49
  intangible assets
Investing activity:
  Capital expenditures                      (75)    (80)     (67)    (57)    (53)    (57)    (54)     (37)    (87)   (114)    (49)
  Business acquisitions and investments    (139)    (70)     (29)   (745)   (128)    (12)    (32)     (42)    (17)   (131)     (9)
  Other (investing)/divesting activity, net   62      33       10      31      35    (19)      51      147      38       3      23
Financing activity:
  Increase (decrease) in long-term debt     (54)     (1)      (4)     651      41    (30)   (138)    (194)    (50)     124    (96)
  Dividends paid                            (47)    (47)     (47)    (46)    (45)    (43)    (37)     (37)    (34)    (35)    (36)
  Common stock issued (retired)              (5)    (35)    (108)    (26)
  Other finanacing activity                    6       1        6       4       9       6       1        2     (1)
Balance Sheet Data
Total assets                               2,573   2,520    2,361   2,289   1,469   1,353   1,293    1,260   1,291   1,301   1,098
Long-term debt (including current            715     769      771     773     122      81     110      248     442     492     368
  portion) (9)
Stockholders' equity (9)                   1,278   1,164    1,070   1,050     945   1,194   1,084      860     733     677     640

Note:  Certain amounts may not foot as each is rounded independently.
</TABLE>



                        Notes to Selected Financial Data

The income statement and cash flow data for the eleven years ended December 31,
2000, and the balance sheet data as of the same dates have been derived from the
audited consolidated financial statements of the Company.  The data should be
read in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the consolidated financial statements
and notes thereto included elsewhere herein.  All per share amounts are
presented on a diluted basis.  EBITDA is defined as earnings before interest,
income taxes, depreciation and amortization.  See page F-7.

(1) In the periods presented the Company acquired and divested the following:

    Acquisitions
    2000 - Daily newspapers in Ft. Pierce, Florida (in exchange for the
           Company's newspaper in Destin, Florida, and cash), and Henderson,
           Kentucky, weekly newspaper in Marco Island, Florida, and television
           station KMCI in Lawrence, Kansas.
    1999 - Additional 70% interest of Colorado Real Estate On-line that the
           Company did not already own and an additional 7.0% interest in Food
           Network.
    1998 - Independent telephone directories in Memphis, Tennessee; Kansas
           City, Missouri; North Palm Beach, Florida; and New Orleans,
           Louisiana.
    1997 - Daily newspapers in Abilene, Corpus Christi, Plano, San Angelo and
           Wichita Falls, Texas; community newspapers in the Dallas, Texas,
           market; daily newspapers in Anderson, South Carolina, and Boulder,
           Colorado (in exchange for the Company's daily newspapers in
           Monterey and San Luis Obispo, California).  Approximate 56%
           interest in Food Network.
    1996 - Vero Beach, Florida, daily newspaper.
    1994 - The remaining 13.9% minority interest in Scripps Howard Broadcasting
           Company ("SHB") in exchange for 4,952,659 Class A Common Shares.
           Cinetel Productions (an independent producer of programs for cable
           television).
    1993 - The remaining 2.7% minority interest in the Knoxville News-Sentinel
           and 5.7% of the outstanding shares of SHB.
    1992 - Three daily newspapers in California (including The Monterey County
           Herald in connection with the sale of The Pittsburgh Press).
    1991 - Baltimore television station WMAR.

  Divestitures
    2000 - Destin, Florida, newspaper (in exchange for Ft. Pierce, Florida,
           newspaper), independent yellow page directories.  The divestitures
           resulted in net pre-tax gains of $6.2 million, increasing income from
           continuing operations $4.0 million, $.05 per share.
    1998 - Dallas community newspapers, including the Plano daily, and Scripps
           Howard Productions, the Company's television program production
           operation based in Los Angeles, California.  No material gain or
           loss was realized as proceeds approximated the book value of net
           assets sold.
    1997 - Monterey and San Luis Obispo, California, daily newspapers (in
           exchange for Boulder, Colorado, daily newspaper).  Terminated joint
           operating agency ("JOA") and ceased operations of El Paso, Texas,
           daily newspaper.  The JOA termination and trade resulted in pre-tax
           gains totaling $47.6 million, increasing income from continuing
           operations by $26.2 million, $.32 per share.
    1995 - Watsonville, California, daily newspaper.  No material gain or loss
           was realized as proceeds approximated the book value of net assets
           sold.
    1993 - Book publishing operations; newspapers in Tulare, California, and
           San Juan; Memphis television station; radio stations.  The
           divestitures resulted in net pre-tax gains of $91.9 million,
           increasing income from continuing operations by $46.8 million,
           $.63 per share.
    1992 - The Pittsburgh Press; TV Data; certain other investments.  The
           divestitures resulted in net pre-tax gains of $78.0 million,
           increasing income from continuing operations $45.6 million,
           $.61 per share.
    1991 - George R. Hall Company (contracting firm specializing in the
           installation, relocation, and rebuilding of newspaper presses).
           No gain or loss was realized as proceeds equaled the book value
           of net assets sold.

(2) Operating units other than cable television systems sold prior to December
    31, 2000.

<PAGE>

(3) The following unusual items affected operating income:

    2000 - Expenses of $9.5 million associated with preparations for the Denver
           JOA reduced income from continuing operations $6.2 million, $.08 per
           share.
    1999 - A $1.1 million accrual for "make-goods" related to HGTV advertising
           in 1998, $0.8 million of costs incurred to move Food Network's
           operations to a different location in Manhattan, and severance
           payments of $1.2 million to certain television station employees
           reduced operating income $3.1 million.  Income from continuing
           operations was reduced $1.9 million, $.03 per share.
    1998 - "Make-goods" totaling $1.1 million (see above) increased income from
           continuing operations $0.7 million, $.01 per share.
    1996 - A $4.0 million charge for the Company's share of certain costs
           associated with restructuring portions of the distribution system
           of the Cincinnati JOA.  The charge reduced income from continuing
           operations by $2.6 million, $.03 per share.
    1994 - A $7.9 million loss on program rights expected to be sold as a
           result of changes in television network affiliations.  The loss
           reduced income from continuing operations by $4.9 million,
           $.07 per share.
    1993 - A change in estimate of disputed music license fees increased
           operating income by $4.3 million; a gain on the sale of certain
           publishing equipment increased operating income by $1.1 million;
           a charge for workforce reductions at 1) the Company's Denver
           newspaper and 2) the newspaper feature and the licensing operations
           of United Media decreased operating income by $6.3 million.
           The planned workforce reductions were fully implemented in 1994.
           These items totaled $0.9 million and reduced income from
           continuing operations by $0.6 million, $.01 per share.
    1992 - Operating losses of $32.7 million during the Pittsburgh Press strike
           reduced income from continuing operations $20.2 million, $.27 per
           share.
    1990 - A $36.4 million charge associated with an agreement to terminate the
           Knoxville joint operating agency.  The charge reduced income from
           continuing operations by $23.7 million, $.31 per share.

(4) In 1994 the Company sold its worldwide GARFIELD and U.S. ACRES copyrights.
    The sale resulted in a pre-tax gain of $31.6 million, increasing income from
    continuing operations $17.4 million, $.23 per share.

(5) Investment results include i) gains and losses from the sale or
    write-down of investments and ii) accrued incentive compensation and other
    expenses associated with the management of the Scripps Ventures investment
    portfolios.  Investment results include the following:

    2000 - Net realized losses of $19.4 million.  Accrued incentive
           compensation was increased $4.5 million, to $11.5 million, in
           conjunction with the increase in the net gain on Scripps Venture's I
           investment portfolio of $29.9 million, to $76.9 million.  Net
           investment results reduced income from continuing operations
           $15.8 million, $.20 per share.
    1999 - Net realized gains of $8.6 million.  Accrued incentive compensation
           was increased $7.0 million, to $7.0 million, in conjunction with the
           increase in the net gain Scripps Venture's I investment portfolio to
           $47.0 million.
    1997 - Write-down of investments totaling $2.7 million.  Income from
           continuing operations was reduced $1.7 million, $.02 per share.
    1996 - A $40.0 million gain on the Company's investment in Turner
           Broadcasting Systems when Turner was merged into Time Warner and
           a $3.0 million write-off of an investment in Patient Education
           Media, Inc.  Income from continuing operations was increased
           $24.3 million, $.30 per share.

(6) Other unusual credits (charges) included the following:

    1996 - $15.5 million contribution of appreciated Time Warner stock to a
           charitable foundation, decreasing income from continuing
           operations by $5.2 million, $.07 per share.
    1994 - An estimated $2.8 million loss on real estate expected to be sold as
           a result of changes in television network affiliations;
           an $8.0 million contribution to a charitable foundation; and a
           $6.1 million accrual for lawsuits associated with a divested
           operating unit.  These items totaled $16.9 million and reduced
           income from continuing operations by $9.8 million, $.13 per share.
    1993 - A $2.5 million fee received in connection with the change in
           ownership of the Ogden, Utah, newspaper.  Income from continuing
           operations was increased $1.6 million, $.02 per share.
    1992 - Write-downs of real estate and investments totaling $3.5 million.
           Income from continuing operations was reduced $2.3 million,
           $.03 per share.

(7) The provision for income taxes was affected by the following unusual
    items:

    2000 - A change in estimated tax liability for prior years reduced the tax
           provision, increasing income from continuing operations by
           $7.2 million, $.09 per share.
    1994 - A change in estimated tax liability for prior years increased the
           tax provision, reducing income from continuing operations by
           $5.3 million, $.07 per share.
    1993 - A change in estimated tax liability for prior years decreased the
           tax provision, increasing income from continuing operations by $5.4
           million, $.07 per share; the effect of the increase in the federal
           income tax rate to 35% from 34% on the beginning of the year
           deferred tax liabilities increased the tax provision, reducing
           income from continuing operations by $2.3 million, $.03 per share.
    1992 - A change in estimated tax liability for prior years decreased the
           tax provision, increasing income from continuing operations
           $8.4 million, $.11 per share.

(8) The Company's cable television systems ("Scripps Cable") were acquired
    by Comcast Corporation ("Comcast") on November 13, 1996, ("Cable
    Transaction") through a merger whereby the Company's shareholders received,
    tax-free, a total of 93 million shares of Comcast's Class A Special Common
    Stock.  The aggregate market value of the Comcast shares was $1.593 billion
    and the net book value of Scripps Cable was $356 million, yielding an
    economic gain of $1.237 billion to the Company's shareholders.  This gain is
    not reflected in the Company's financial statements as accounting rules
    required the Company to record the transaction at book value.  Unless
    otherwise noted, the data excludes the cable television segment, which is
    reported as a discontinued business operation.

(9) Includes effect of discontinued cable television operations prior to
    completion of the Cable Transaction.

(10) The application for a Joint Operating Agency ("JOA") between the Company's
     Denver Rocky Mountain News ("RMN") and MediaNews Group Inc.'s Denver Post
     was approved by the U.S. Department of Justice in January 2001.  The JOA
     commenced operations on January 22, 2001.  The 50-year agreement created
     a new entity called the Denver Newspaper Agency, L.L.C., which is
     50%-owned by each partner.  Both partners contributed certain assets
     used in the operations of their newspapers to the new entity.  The
     Company will receive a 50% share of the operating profits of the
     Denver JOA.  These profits will be reported as "joint operating agency
     distributions" in the Company's financial statements.  The Company
     will also include in its operating expenses its editorial costs
     associated with the RMN.  However, the Company's financial statements
     will no longer include the advertising and other revenue produced by
     the RMN, nor the costs to produce and distribute the newspaper or
     to sell advertising.  To enhance comparability of year-over-year operating
     results, the Company is reporting RMN operating results separate from
     its other newspapers.

<PAGE>

   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
                                OF OPERATIONS

The Company operates in three reportable segments: Newspapers, Scripps
Networks, and Broadcast Television.

FORWARD-LOOKING STATEMENTS

This discussion and the information contained in the notes to the consolidated
financial statements contain certain forward-looking statements that are based
on management's current expectations.  Forward-looking statements are subject
to certain risks, trends and uncertainties that could cause actual results to
differ materially from the expectations expressed in the forward-looking
statements.  Such risks, trends and uncertainties, which in most instances are
beyond the Company's control, include changes in advertising demand and other
economic conditions; consumers' taste; newsprint prices; program costs; labor
relations; technological developments; competitive pressures; interest rates;
regulatory rulings; and reliance on third-party vendors for various products
and services.  The words "believe," "expect," "anticipate," "estimate,"
"intend" and similar expressions identify forward-looking statements.  All
forward-looking statements, which are as of the date of this filing, should be
evaluated with the understanding of their inherent uncertainty.

RESULTS OF OPERATIONS

Acquisitions and divestitures can affect the comparability of year-over-year
reported results.  Amounts included in the accompanying tables include the
results of operations for acquired operations from the dates of acquisition.
The results of operations of divested operating units are removed from segment
operating results and reported separately because management believes they
impede analysis of the Company's on-going operations.

See Note 2 to the Consolidated Financial Statements on page F-26 regarding
acquisitions and divestitures in the three years ending December 31, 2000.

The application for a Joint Operating Agency ("JOA") between the Company's
Denver Rocky Mountain News ("RMN") and MediaNews Group Inc.'s Denver Post was
approved by the U.S. Department of Justice in January 2001.  The JOA commenced
operations on January 22, 2001.  The 50-year agreement created a new entity
called the Denver Newspaper Agency, L.L.C., which is 50%-owned by each partner.
Both partners contributed certain assets used in the operations of their
newspapers to the new entity.

The Company will receive a 50% share of the operating profits of the Denver JOA.
These profits will be reported as "joint operating agency distributions" in the
Company's financial statements.  The Company will also include in its operating
expenses editorial costs associated with the RMN.  However, the Company's
financial statements will no longer include the advertising and other revenue
produced by the RMN, nor the costs to produce and distribute the newspaper or to
sell advertising.  To enhance comparability of year-over-year operating results,
the Company is reporting RMN operating results separate from its other
newspapers in Management's Discussion and Analysis of Results of Operations.

All per share disclosures included in management's discussion and analysis of
financial condition and results of operation are on a diluted basis.

Consolidated results of operations are presented on the following page.

<PAGE>

<TABLE>
<CAPTION>
( in thousands, except per share data )
                                                                                     For the years ended December 31,
                                                                      2000      Change         1999      Change        1998

<S>                                                              <C>              <C>     <C>             <C>     <C>
Operating revenues:
     Newspapers                                                  $    734,102       4.2 % $    704,690      5.0 % $     671,131
     Scripps Networks                                                 313,739      36.4 %      230,015     55.9 %       147,541
     Broadcast Television                                             343,125       9.8 %      312,362     (5.5)%       330,714
     Licensing and other media                                         96,895       4.7 %       92,570      4.2 %        88,823
     Total                                                          1,487,861      11.1 %    1,339,637      8.2 %     1,238,209
     Denver Rocky Mountain News                                       220,998       5.4 %      209,713      4.6 %       200,442
     Unusual item                                                                              (1,100)                    1,100
     Divested operating units                                          10,500                   23,042                   24,877
Total operating revenues                                         $  1,719,359       9.4 % $  1,571,292      7.3 % $   1,464,628

Operating income (loss):
     Newspapers                                                  $    229,717      (0.5)% $    230,810     12.9 % $     204,428
     Scripps Networks                                                  54,471                   22,770                  (7,735)
     Broadcast Television                                             100,270      46.4 %       68,491    (26.3)%        92,966
     Licensing and other media                                         15,330      40.3 %       10,924     (0.8)%        11,016
     Corporate                                                       (20,797)     (12.1)%     (18,558)     (7.7)%      (17,231)
     Total                                                            378,991      20.5 %      314,437     10.9 %       283,444
     Denver Rocky Mountain News                                      (24,104)                 (16,178)                  (7,962)
     Unusual items                                                    (9,523)                  (3,100)                    1,100
     Divested operating units                                           (275)                      195                    (385)

Total operating income                                                345,089      16.8 %      295,354      6.9 %       276,197
Interest expense                                                     (51,934)                 (45,219)                 (47,108)
Investment results, net of expenses                                  (24,834)                      544
Net gains on divested operations                                        6,196
Miscellaneous, net                                                      1,485                    3,505                      226
Income taxes                                                        (108,090)                (103,612)                 (93,130)
Minority interest                                                     (4,459)                  (4,450)                  (4,873)
Net income                                                       $    163,453      11.9 % $    146,122     11.3 % $     131,312

Per share of common stock:
     Net income                                                        $ 2.06      11.4 %       $ 1.85     14.2 %        $ 1.62
     Weighted-average shares outstanding                               79,161                   78,951                   80,921

Reconciliation to earnings from core operations:
     Reported net income                                         $    163,453      11.9 % $    146,122     11.3 % $     131,312
     Net investment results                                            15,835                    (355)
     Net gains on divested operations                                 (3,955)
     Denver JOA preparatory expenses                                    6,190
     Income tax liability adjustments                                 (7,170)
     Scripps Networks (HGTV makegoods/Food Network move)                                         1,182                    (684)
     Broadcast Television severance                                                                746
     Net income from core operations                             $    174,353      18.0 % $    147,695     13.1 % $     130,628

     Per share of common stock:
     Reported net income                                               $ 2.06      11.4 %       $ 1.85     14.2 %        $ 1.62
     Net investment results                                               .20
     Net gains on divested operations                                   (.05)
     Denver JOA preparatory expenses                                      .08
     Income tax liability adjustments                                   (.09)
     Scripps Networks (HGTV makegoods/Food Network move)                                           .02                    (.01)
     Broadcast Television severance                                                                .01
     Net income from core operations                                   $ 2.20      17.6 %       $ 1.87     16.1 %        $ 1.61

See Notes to Selected Financial Data on pages F-3 and F-4 regarding items excluded from core operations.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
( in thousands )
                                                                                    For the years ended December 31,
                                                                      2000      Change         1999      Change        1998

<S>                                                              <C>              <C>     <C>             <C>     <C>
Other Financial and Statistical Data - excluding
     divested operating units and unusual items:

Total advertising revenues                                       $  1,133,474      14.3 % $    991,557     10.2 % $     899,633

Advertising revenues as a percentage of total revenues                 76.2 %                   74.0 %                   72.7 %

EBITDA:
     Newspapers                                                  $    279,050       0.1 % $    278,803      9.8 % $     253,933
     Scripps Networks                                                  68,770      98.4 %       34,667                    4,542
     Broadcast Television                                             129,018      34.5 %       95,955    (18.7)%       118,012
     Licensing and other media                                         16,144      27.7 %       12,640      5.7 %        11,964
     Corporate                                                       (19,825)     (13.2)%     (17,519)     (8.1)%      (16,207)
     Total                                                            473,157      17.0 %      404,546      8.7 %       372,244
     Denver Rocky Mountain News                                       (9,641)                  (3,132)                    6,056
     Total EBITDA                                                $    463,516      15.5 % $    401,414      6.1 % $     378,300

Effective income tax rate for core operations                          41.2 %                   40.7 %                   40.6 %

Statement of Cash Flows Information:

Net cash provided by operating activities                        $    255,743      32.2 % $    193,515    (19.1)% $     239,173
Capital expenditures                                                 (74,577)                 (79,826)                 (66,969)
Business acquisitions and other
     additions to long-lived assets                                 (158,238)                 (88,132)                 (48,653)
Increase (decrease) in long-term debt                                (53,958)                  (1,256)                  (3,800)
Dividends paid, including to minority interests                      (47,202)                 (47,094)                 (46,571)
Purchase and retirement of common stock                               (4,571)                 (34,951)                (108,421)
</TABLE>


Earnings before interest, income taxes, depreciation and amortization ("EBITDA")
is included in the discussion of results of operations because:

   Management believes the year-over-year change in EBITDA, combined with
   information on historical and anticipated capital spending, is a more
   useful and reliable measure of year-over-year performance than the change
   in operating income.

   Banks and other lenders use EBITDA to determine the Company's borrowing
   capacity.

   Financial analysts and acquirors use EBITDA, combined with capital spending
   requirements, to value communications media companies.

EBITDA should not, however, be construed as an alternative measure of the amount
of the Company's income or cash flows from operating activities.

Interest expense increased $6,700,000 in 2000 primarily due to higher interest
rates on variable rate credit facilities.  The weighted-average interest rate on
such facilities at December 31 was 6.6% in 2000, 6.0% in 1999, and 5.25% in
1998.  The monthly average balance of interest bearing obligations was
$767,000,000 in 2000, $780,000,000 in 1999 and $762,000,000 in 1998.  Interest
expense decreased $1,900,000 in 1999 as lower interest rates more than offset
increased borrowings.

Amortization of intangible assets reduced earnings per share approximately $.37
in 2000, $.35 in 1999, and $.36 in 1998.

Capital expenditures in 2001 are estimated to be approximately $80,000,000.

<PAGE>

NEWSPAPERS - RMN operating results are presented separately as a single line
item to enhance comparability of year-over-year results for Newspapers.
Excluding Divested Operating Units and unusual items, Newspapers operating
results were as follows:

<TABLE>
<CAPTION>
( in thousands )
                                                                                    For the years ended December 31,
                                                                      2000      Change         1999      Change        1998

<S>                                                              <C>               <C>    <C>              <C>    <C>
Operating revenues:
     Local                                                       $    211,568       2.8 % $    205,767      2.4 % $     201,036
     Classified                                                       209,942       7.2 %      195,809      8.2 %       180,938
     National                                                          30,977      10.9 %       27,937     35.8 %        20,576
     Preprint and other                                                90,536      13.3 %       79,902     12.1 %        71,286

     Total advertising                                                543,023       6.6 %      509,415      7.5 %       473,836
     Circulation                                                      133,491      (1.1)%      135,029     (2.6)%       138,615
     Joint operating agency distributions                              47,412      (6.1)%       50,511      4.6 %        48,278
     Other                                                             10,176       4.5 %        9,735     (6.4)%        10,402

Total operating revenues                                              734,102       4.2 %      704,690      5.0 %       671,131

Operating expenses, excluding depreciation and amortization:
     Editorial and newspaper content                                   85,637       0.6 %       85,158      1.5 %        83,875
     Newsprint and ink                                                 80,830      10.7 %       73,022     (9.1)%        80,314
     Other press and production                                        66,668       5.0 %       63,507     (2.2)%        64,904
     Circulation and distribution                                      61,281      10.3 %       55,566      3.3 %        53,789
     Other advertising products, internet and printing                 23,779      20.1 %       19,807     36.0 %        14,562
     Advertising sales and marketing                                   64,393       7.4 %       59,932      4.8 %        57,162
     General and administrative                                        69,847       2.4 %       68,196      8.8 %        62,661

Total                                                                 452,435       6.4 %      425,188      1.9 %       417,267

EBITDA                                                                281,667       0.8 %      279,502     10.1 %       253,864
Share of pre-tax earnings of equity-method investments                (2,617)                    (699)                       69

Total EBITDA                                                          279,050       0.1 %      278,803      9.8 %       253,933
Depreciation and amortization                                          49,333       2.8 %       47,993     (3.1)%        49,505

Operating income                                                      229,717      (0.5)%      230,810     12.9 %       204,428
Denver Rocky Mountain News operating income                          (24,104)                 (16,178)                  (7,962)

Total operating income                                           $    205,613      (4.2)% $    214,632      9.2 % $     196,466

Other Financial and Statistical Data:

Percent of operating revenues:
    EBITDA                                                             38.0 %                   39.6 %                   37.8 %
    Operating income                                                   31.3 %                   32.8 %                   30.5 %

Capital expenditures                                             $     29,834             $     30,693            $      23,296

Business acquisitions and other
     additions to long-lived assets                                    74,878                    4,005                    3,570
</TABLE>

<PAGE>

The average price of newsprint increased 7% in 2000, and declined 15% in 1999.
The average price of newsprint was $580 per metric ton in the fourth quarter of
2000.

Circulation and distribution costs increased primarily due to efforts to gain
circulation at the Company's larger newspapers.

Capital expenditures in 2001 are estimated to be approximately $38,000,000,
excluding the RMN.  Expected capital expenditures in 2001 include construction
of a new production facility for the Knoxville newspaper.  Depreciation and
amortization is expected to be approximately $52,000,000.

<PAGE>

SCRIPPS NETWORKS - Operating results, excluding unusual items, were as follows:

<TABLE>
<CAPTION>
( in thousands )
                                                                                    For the years ended December 31,
                                                                      2000      Change         1999      Change        1998

<S>                                                              <C>              <C>     <C>             <C>     <C>
Operating revenues:
     Advertising                                                 $    249,619      45.9 % $    171,059     79.7 % $      95,171
     Affiliate fees                                                    58,370      16.4 %       50,142     31.7 %        38,063
     Other                                                              5,750     (34.8)%        8,814    (38.4)%        14,307

Total operating revenues                                              313,739      36.4 %      230,015     55.9 %       147,541

Operating expenses, excluding depreciation and amortization:
     Programming and production                                        89,274      31.7 %       67,804     55.9 %        43,482
     Operations and distribution                                       31,127      10.5 %       28,169     48.4 %        18,978
     Amortization of distribution fees                                 18,058      12.9 %       15,993      1.9 %        15,697
     Sales and marketing                                               69,442      29.7 %       53,530     28.6 %        41,624
     General and administrative                                        41,992      26.3 %       33,254     28.3 %        25,924

Total                                                                 249,893      25.7 %      198,750     36.4 %       145,705

EBITDA - consolidated networks                                         63,846                   31,265                    1,836
Share of pre-tax earnings of equity-method investments                  4,924                    3,402                    2,706

Total EBITDA                                                           68,770      98.4 %       34,667                    4,542
Depreciation and amortization                                          14,299                   11,897                   12,277

Operating income (loss)                                          $     54,471             $     22,770            $     (7,735)

Other Financial and Statistical Data:

Percent of operating revenues:
     EBITDA                                                            21.9 %                   15.1 %                    3.1 %
     Operating income (loss)                                           17.4 %                    9.9 %                   (5.2)%

Payments for programming and distribution
     less (greater) than amounts
     recognized as expense                                       $   (35,678)             $   (57,770)            $    (26,793)

Capital expenditures                                                   12,236                   21,557                    7,936

Business acquisitions and other
     additions to long-lived assets                                    15,035                   39,899                   17,431
</TABLE>

<PAGE>

According to the Nielsen Homevideo Index, HGTV was telecast to 67.1 million
homes in December 2000, 59.0 million homes in December 1999, and 48.4 million
homes in December 1998.  Food Network was telecast to 54.4 million homes in
December 2000, 44.2 million homes in December 1999, and 37.1 million homes in
December 1998.

The Company launched DIY, its third network, in the fourth quarter of 1999,
and in 2000 announced plans to launch a fourth network, Fine Living, in the
fourth quarter of 2001.  Start-up costs associated with DIY and Fine Living
reduced EBITDA by $10,900,000 in 2000, $3,700,000 in 1999 and $1,500,000 in
1998.  Start up costs for DIY and Fine Living are expected to reduce EBITDA by
approximately $20,000,000 to $25,000,000 for the full year.  The cash required
by DIY and Fine Living will substantially exceed the reported operating losses
in 2001.

Programming and production expense has increased as the Company improves the
quality and variety of programming and expands the hours of original programming
presented on its networks.  Expenditures to purchase or produce programs totaled
$147,000,000 in 2000, $117,000,000 in 1999 and $64,000,000 in 1998.  The Company
owns the rights to substantially all of the programming it produces and expects
to telecast the programs over several years.  The costs are recognized as
expense as the programs are telecast.  Programming and production expense in
2001 is expected to increase approximately 10% for HGTV and approximately 40%
for Food Network, and approximately 30% for the two networks combined.

Capital expenditures in 1999 included expansion of the studio and office
facilities for HGTV and DIY.  Capital expenditures in 2001 are expected to be
approximately $12,000,000.  Depreciation and amortization is expected to be
approximately $16,000,000.

<PAGE>

BROADCAST TELEVISION - Operating results, excluding divested operations and
unusual items, were as follows:

<TABLE>
<CAPTION>
( in thousands )
                                                                                    For the years ended December 31,
                                                                      2000      Change         1999      Change        1998

<S>                                                              <C>              <C>     <C>             <C>     <C>
Operating revenues:
     Local                                                       $    173,878       1.5 % $    171,353      3.2 % $     166,115
     National                                                         119,428      (1.0)%      120,638     (3.8)%       125,432
     Political                                                         34,762                    2,478                   20,084
     Other                                                             15,057     (15.8)%       17,893     (6.2)%        19,083

Total operating revenues                                              343,125       9.8 %      312,362     (5.5)%       330,714

Operating expenses, excluding depreciation and amortization:
     Programming and station operations                               146,630      (2.5)%      150,444     (0.2)%       150,735
     Sales and marketing                                               40,807       4.3 %       39,110      4.1 %        37,557
     General and administrative                                        26,670      (0.7)%       26,853     10.0 %        24,410

Total                                                                 214,107      (1.1)%      216,407      1.7 %       212,702

EBITDA                                                                129,018      34.5 %       95,955    (18.7)%       118,012
Depreciation and amortization                                          28,748       4.7 %       27,464      9.7 %        25,046

Operating income                                                 $    100,270      46.4 % $     68,491    (26.3)% $      92,966

Other Financial and Statistical Data:

Percent of operating revenues:
    EBITDA                                                             37.6 %                   30.7 %                   35.7 %
    Operating income                                                   29.2 %                   21.9 %                   28.1 %

Capital expenditures                                             $     31,280             $     25,749            $      33,454

Business acquisitions and other
     additions to long-lived assets                                    14,710                      130                      218
</TABLE>

<PAGE>

Year-over-year revenue comparisons are difficult because of the political
advertising revenue in even-numbered years.

Average audience shares for broadcast television stations have declined in
recent years due to the creation of new television networks and increases in the
audience share of alternative service providers such as cable television and
direct broadcast satellite systems.  Technological advancement in interactive
media services will further increase these competitive pressures.

Other revenue includes compensation paid to the Company's television stations
in exchange for carrying network programming.  National television networks
have reduced the amount of compensation paid to affiliated stations.  The
Company received network compensation of $10,000,000 in 2000, $13,100,000 in
1999 and $16,000,000 in 1998.  Network compensation is expected to be
$10,000,000 in 2001 and in 2002.

Operating expenses, excluding depreciation and amortization, are expected to
decrease approximately 4% in 2001.

Capital expenditures include the construction of a new building for the West
Palm Beach station in 2000 and for the Phoenix station in 1998.  Capital
spending also increased as five of the Company's stations were equipped to
broadcast a digital signal.  The Company has received construction permits for
digital broadcasting in two additional stations, and has filed requests for
construction permits for the other three stations.  The Company is required to
begin digital broadcasting in all of its markets by May 2002.  Capital
expenditures in 2001 are expected to be approximately $20,000,000.
Depreciation and amortization in 2001 is expected to be approximately
$31,500,000.

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

The Company's cash flow from operating activities is expected to substantially
exceed the total of its capital expenditure requirements and cash dividends in
2001, as it has since 1992.  The excess cash flow from existing businesses and
the Company's substantial borrowing capacity have been used primarily to fund
acquisitions, investments, and to develop new businesses.  There are
essentially no legal or other restrictions on the transfer of funds among the
Company's business segments.

Authorizations in 1997 and 1998 by the Board of Directors allow for the
repurchase of an additional 2,111,600 Class A Common shares.

The Company's Scripps Ventures Funds invest in new businesses focusing
primarily on new media technology.  See Note 6 to the Consolidated Financial
Statements.  The Board of Directors has authorized up to $150 million of such
investments.  At December 31, 2000, an additional $58,000,000 remains to be
invested under the authorization.

The terms of the Denver JOA required the Company to make a $60,000,000 payment
to MediaNews in January 2001.

Net debt (borrowings less cash equivalent and other short-term investments)
decreased $55,300,000 in 2000, to $714,000,000 at December 31, 2000.

<PAGE>

MARKET RISK

The Company's earnings and cash flow can be affected by, among other things,
interest rate changes, foreign currency fluctuations (primarily in the exchange
rate for the Japanese yen) and changes in the price of newsprint. See "Business
- Newspapers - Raw Materials and Labor Costs."  The Company is also exposed to
changes in the market value of its investments.

The Company may use foreign currency forward and option contracts to hedge its
cash flow exposures denominated in Japanese yen and forward contracts to reduce
the risk of changes in the price of newsprint on anticipated newsprint
purchases.   The Company held no foreign currency or newsprint forward contracts
at December 31, 2000, or during the year then ended.

The following table presents additional information about the Company's market-
risk-sensitive financial instruments:

<TABLE>
<CAPTION>
( in thousands )
                                                               As of December 31, 2000               As of December 31, 1999
                                                                  Cost           Fair                   Cost            Fair
                                                                  Basis          Value                  Basis          Value

<S>                                                          <C>            <C>                    <C>            <C>
Financial instruments subject to interest rate risk:
     Variable rate credit facilities, including commercial   $     512,788  $     512,788          $     565,689  $     565,689
       paper
     $100 million, 6.625% note, due in 2007                         99,901         97,900                 99,887         94,668
     $100 million, 6.375% note, due in 2002                         99,964         99,800                 99,944         98,107
     Other notes                                                     1,956            812                  3,927          2,836

     Total long-term debt                                    $     714,609  $     711,300          $     769,447  $     761,300

Financial instruments subject to market value risk:
     Time Warner common stock (1,344,000 shares)             $      27,816  $      70,239          $      27,816  $      97,227
     Centra Software (1,792,500 common shares)                       3,652          6,946
     garden.com Inc. (2,414,000 common shares
          and 276,000 warrants)                                                                            9,625         22,636
     iVillage Inc. (41,000 common shares at December 31, 2000,
          and 270,000 common shares at December 31, 1999)               40             40                  5,897          5,897
     Other available-for-sale securities                               599          3,929                  3,385          9,177

     Total investments in publicly-traded companies                 32,107         81,154                 46,723        134,937
     Securities that do not trade in a public market                87,266        (a)                     68,089        (a)

     (a) Investments in private companies do not trade in public markets,
         so they do not have readily determinable fair values.  However,
         based upon amounts paid for such securities by other investors
         in subsequent rounds of financing, if any, the estimated value
         of these investments exceeded their cost by approximately
         $75,500,000 on December 31, 2000, and $27,900,000 on
         December 31, 1999.
</TABLE>


The Company manages interest rate risk primarily by maintaining a mix of fixed-
rate and variable-rate debt.  The Company currently does not use interest rate
swaps, forwards or other derivative financial instruments to manage its interest
rate risk.  See Note 5 to the Consolidated Financial Statements.  The weighted-
average interest rate on borrowings under the Variable Rate Credit Facilities at
December 31 was 6.6% in 2000, 6.0% in 1999 and 5.25% in 1998.

The Company holds 1,792,500 shares of Centra Software, which became publicly
traded in January 2000.  The Company's investment in Centra Software was
included in "securities that do not trade in a public market" in the above
table in 1999.  The estimated fair value of the investment in Centra Software
was $6,000,000 on December 31, 1999.

The Company's investments in iVillage, garden.com and Caredata (included in
other available for sale securities) declined below historical cost during
2000 and were written down to fair value.

<PAGE>

<TABLE>
CONSOLIDATED BALANCE SHEETS
<CAPTION>
( in thousands )
                                                                                                  As of December 31,
                                                                                              2000                 1999
                                                                                                                (Restated)

<S>                                                                                    <C>                  <C>
ASSETS
Current Assets:
     Cash and cash equivalents                                                         $         14,112     $         10,456
     Accounts and notes receivable (less allowances - 2000, $13,891; 1999, $11,266              289,583              280,829
     Program rights and production costs                                                        115,513               93,001
     Network distribution fees                                                                   21,105               17,899
     Inventories                                                                                 17,802               16,538
     Deferred income taxes                                                                       30,421               27,643
     Miscellaneous                                                                               35,449               31,095
     Total current assets                                                                       523,985              477,461

Investments                                                                                     177,922              210,308

Property, Plant and Equipment                                                                   502,041              485,596

Goodwill and Other Intangible Assets                                                          1,209,132            1,187,274

Other Assets:
     Program rights and production costs (less current portion)                                  96,881               75,702
     Network distribution fees (less current portion)                                            40,571               50,066
     Miscellaneous                                                                               22,334               33,974
     Total other assets                                                                         159,786              159,742

TOTAL ASSETS                                                                           $      2,572,866     $      2,520,381

See notes to consolidated financial statements.
</TABLE>

<PAGE>

<TABLE>
CONSOLIDATED BALANCE SHEETS
<CAPTION>
( in thousands, except share data )
                                                                                                  As of December 31,
                                                                                               2000                 1999
                                                                                                                (Restated)

<S>                                                                                    <C>                  <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
    Current portion of long-term debt                                                  $        212,828     $        267,600
    Accounts payable                                                                            114,275              116,201
    Customer deposits and unearned revenue                                                       37,214               40,583
    Accrued liabilities:
        Employee compensation and benefits                                                       49,089               46,464
        Network distribution fees                                                                48,257               41,712
        Miscellaneous                                                                            71,313               64,908
    Total current liabilities                                                                   532,976              577,468

Deferred Income Taxes                                                                           129,932              143,912

Long-Term Debt (less current portion)                                                           501,781              501,847

Other Long-Term Obligations and Minority Interests (less current portion)                       130,367              132,702

Commitments and Contingencies (Note 13)

Stockholders' Equity:
    Preferred stock, $.01 par - authorized:  25,000,000 shares; none outstanding
    Common stock, $.01 par:
        Class A - authorized:  120,000,000 shares;  issued and
          outstanding: 2000 -  59,641,828 shares; 1999 - 58,925,449 shares                          596                  589
        Voting - authorized:  30,000,000 shares; issued and
            outstanding:  2000 - 19,096,913 shares; 1999 - 19,216,913 shares                        191                  192
    Total                                                                                           787                  781
    Additional paid-in capital                                                                  157,394              136,731
    Retained earnings                                                                         1,093,138              973,609
    Unrealized gains on securities available for sale                                            31,877               57,298
    Foreign currency translation adjustment                                                         361                  973
    Unvested restricted stock awards                                                            (5,747)              (4,940)
    Total stockholders' equity                                                                1,277,810            1,164,452

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                             $      2,572,866     $      2,520,381
</TABLE>

<PAGE>

<TABLE>
CONSOLIDATED STATEMENTS OF INCOME
<CAPTION>
( in thousands, except per share data )
                                                                                 For the years ended December 31,
                                                                          2000                  1999                1998
                                                                                             (Restated)          (Restated)

<S>                                                                <C>               <C>                     <C>
Operating Revenues:
    Advertising                                                    $      1,346,477  $             1,198,306 $      1,093,333
    Circulation                                                             147,391                  153,742          163,861
    Licensing                                                                68,549                   63,755           62,260
    Affiliate fees                                                           58,370                   50,142           38,063
    Joint operating agency distributions                                     47,412                   50,511           48,278
    Other                                                                    51,160                   54,836           58,833
    Total operating revenues                                              1,719,359                1,571,292        1,464,628

Operating Expenses:
    Employee compensation and benefits                                      516,707                  492,162          454,486
    Newsprint and ink                                                       156,369                  143,183          147,916
    Amortization of purchased programming                                   121,044                   98,810           82,246
    Other operating expenses                                                470,985                  437,932          399,938
    Depreciation                                                             69,057                   65,300           63,722
    Amortization of intangible assets                                        40,108                   38,551           40,123
    Total operating expenses                                              1,374,270                1,275,938        1,188,431

Operating Income                                                            345,089                  295,354          276,197

Other Credits (Charges):
    Interest expense                                                       (51,934)                 (45,219)         (47,108)
    Investment results, net of expenses                                    (24,834)                      544
    Net gains on divested operations                                          6,196
    Miscellaneous, net                                                        1,485                    3,505              226
    Net other credits (charges)                                            (69,087)                 (41,170)         (46,882)

Income Before Taxes and Minority Interests                                  276,002                  254,184          229,315
Provision for Income Taxes                                                  108,090                  103,612           93,130
Income Before Minority Interests                                            167,912                  150,572          136,185
Minority Interests                                                            4,459                    4,450            4,873

Net Income                                                         $        163,453  $               146,122 $        131,312


Net Income per Share of Common Stock:
    Basic                                                                     $2.09                    $1.87            $1.65
    Diluted                                                                   $2.06                    $1.85            $1.62

See notes to consolidated financial statements.
</TABLE>

<PAGE>


<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
( in thousands, except share data )
                                                                              For the years ended December 31,
                                                                          2000                  1999                1998
                                                                                             (Restated)          (Restated)

<S>                                                                <C>               <C>                     <C>
Cash Flows from Operating Activities:
Net income                                                         $        163,453  $               146,122 $        131,312
Adjustments to reconcile net income
      to net cash flows from operating activities:
      Depreciation and amortization                                         109,165                  103,851          103,845
      Deferred income taxes                                                 (3,119)                   14,333           10,323
      Minority interests in income of subsidiary companies                    4,459                    4,450            4,873
      Net investment results and loss (gain) on divestitures                 17,732                  (1,554)
      Network distribution fee amortization greater (less) than payments      9,831                  (4,931)          (6,610)
      Program cost amortization greater (less) than payments               (44,049)                 (51,810)         (17,431)
      Other changes in certain working capital accounts, net               (18,773)                 (29,130)            9,579
      Miscellaneous, net                                                     17,044                   12,184            3,282
Net operating activities                                                    255,743                  193,515          239,173

Cash Flows from Investing Activities:
Additions to property, plant and equipment                                 (74,577)                 (79,826)         (66,969)
Purchase of subsidiary companies and long-term investments                (139,056)                 (69,515)         (28,774)
Change in short-term investments, net                                                                 20,551         (17,446)
Sale of subsidiary companies and long-term investments                       50,940                    9,344           32,389
Miscellaneous, net                                                           10,789                    2,602          (4,758)
Net investing activities                                                  (151,904)                (116,844)         (85,558)

Cash Flows from Financing Activities:
Increase in long-term debt                                                      737                    4,340
Payments on long-term debt                                                 (54,695)                  (5,596)          (3,800)
Dividends paid                                                             (43,924)                 (43,816)         (43,228)
Dividends paid to minority interests                                        (3,278)                  (3,278)          (3,343)
Repurchase Class A Common shares                                            (4,571)                 (34,951)        (108,421)
Miscellaneous, net (primarily exercise of employee stock options)             5,548                    1,667            6,180
Net financing activities                                                  (100,183)                 (81,634)        (152,612)

Increase (Decrease) in Cash and Cash Equivalents                              3,656                  (4,963)            1,003

Cash and Cash Equivalents:
Beginning of year                                                            10,456                   15,419           14,416
End of year                                                        $         14,112  $                10,456 $         15,419

Supplemental Cash Flow Disclosures:
   Interest paid, excluding amounts capitalized                    $         51,434  $                45,162 $         46,300
   Income taxes paid                                                        110,065                   89,117           76,237
   Destin newspaper traded for Fort Pierce newspaper (see Note 2)             3,857

See notes to consolidated financial statements.
</TABLE>

<PAGE>


<TABLE>
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME AND STOCKHOLDERS' EQUITY
<CAPTION>
( in thousands, except share data )                                                         Accumulated  Unvested
                                                                   Additional                  Other     Restricted     Total
                                                        Common      Paid-in    Retained   Comprehensive   Stock    Stockholders'
                                                         Stock       Capital   Earnings       Income      Awards        Equity

<S>                                                   <C>        <C>          <C>         <C>          <C>         <C>
As of December 31, 1997 as reported                   $      806 $    259,739 $   782,329 $     11,690 $   (5,602) $   1,048,962
Change in accounting principle (see Note 1)                                           890                                    890
Restated balances at December 31, 1997                       806      259,739     783,219       11,690     (5,602)     1,049,852
Comprehensive income
     Net income                                                                   131,312                                131,312
     Unrealized gains, net of tax of $15,080                                                    28,006                    28,006
     Reclassification adjustment for losses (gains)
             in income, net of tax of ($268)                                                     (499)                     (499)
     Increase in unrealized gains                                                               27,507                    27,507
     Foreign currency translation adjustments                                                      288                       288
     Total                                                                        131,312       27,795                   159,107
Dividends:  declared and paid - $.54 per share                                   (43,228)                               (43,228)
Convert 114,798 Voting Shares to Class A shares
Repurchase 2,402,100 Class A Common shares                  (24)    (108,397)                                          (108,421)
Compensation plans, net:  345,053 shares issued;
    1,500 shares forfeited; 27,441 shares repurchased          3        6,536                                1,871         8,410
Tax benefits of compensation plans                                      4,000                                              4,000
As of December 31, 1998                                      785      161,878     871,303       39,485     (3,731)     1,069,720
Comprehensive income:
     Net income                                                                   146,122                                146,122
     Unrealized gains, net of tax of $9,393                                                     17,358                    17,358
     Reclassification adjustment for losses (gains)
            in income, net of tax of $558                                                        1,036                     1,036
     Increase in unrealized gains                                                               18,394                    18,394
     Foreign currency translation adjustments                                                      392                       392
     Total                                                                        146,122       18,786                   164,908
Dividends:  declared and paid - $.56 per share                                   (43,816)                               (43,816)
Convert 2,000 Voting Shares to Class A shares
Repurchase 784,793 Class A Common shares                     (8)     (34,943)                                           (34,951)
Compensation plans, net:  430,896 shares issued;
    200 shares forfeited; 47,421 shares repurchased            4        5,984                              (1,209)         4,779
Tax benefits of compensation plans                                      3,812                                              3,812
As of December 31, 1999                                      781      136,731     973,609       58,271     (4,940)     1,164,452
Comprehensive income:
     Net income                                                                   163,453                                163,453
     Unrealized gains (losses), net of tax of ($17,973)                                       (32,819)                  (32,819)
     Reclassification adjustment for losses (gains)
            in income, net of tax of $4,233                                                      7,398                     7,398
     Increase (decrease) in unrealized gains                                                  (25,421)                  (25,421)
     Foreign currency translation adjustments                                                    (612)                     (612)
     Total                                                                        163,453     (26,033)                   137,420
Dividends:  declared and paid - $.56 per share                                   (43,924)                               (43,924)
Convert 120,000 Voting Shares to Class A shares
Repurchase 80,500 Class A Common shares                      (1)      (4,570)                                            (4,571)
Compensation plans, net:  742,915 shares issued;
   15,445 shares forfeited; 50,591 shares repurchased          7       20,275                                (807)        19,475
Tax benefits of compensation plans                                      4,958                                              4,958

As of December 31, 2000                               $      787 $    157,394 $ 1,093,138 $     32,238 $   (5,747) $   1,277,810

See notes to consolidated financial statements.
</TABLE>

<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations - The E. W. Scripps Company ("Company") operates in
three reportable segments: Newspapers, Scripps Networks and Broadcast
Television.

Newspapers include 21 daily newspapers in the U.S., and primarily derive
revenue from the sale of advertising space to local and national
advertisers and from the sale of the newspapers to readers.

Scripps Networks includes three national television networks that are
distributed by cable and satellite television systems:  Home & Garden
Television ("HGTV"), Food Network and Do It Yourself ("DIY"), and the
Company's 12% interest in FOX Sports South, a regional television network.
The Company owned 64% of Food Network on December 31, 2000.  The Company
expects to launch Fine Living, its fourth national network, in the fourth
quarter of 2001.  Revenues are primarily derived from the sale of
advertising time and from affiliate fees paid by distributors.

Broadcast Television includes ten stations, nine of which are affiliated
with national broadcast networks.  Broadcast Television derives revenue
from the sale of advertising time to local and national advertisers and
receives compensation for broadcasting network programming.

The relative importance of each line of business is indicated in the
segment information presented in Note 12.  Licensing and other media
aggregates the Company's operating segments that are too small to report
separately, and primarily includes syndication and licensing of news
features and comics.

The Company's operations are geographically dispersed and its customer base
is diverse.  However, more than 75% of the Company's operating revenues are
derived from advertising.   Operating results can be affected by changes in
the demand for advertising both nationally and in individual markets.

The Company grants credit to substantially all of its customers.
Management believes bad debt losses resulting from default by a single
customer, or defaults by customers in any depressed region or business
sector, would not have a material effect on the Company's financial
position.

Use of Estimates - Preparation of the financial statements requires the use
of estimates.  The Company's financial statements include estimates for
such items as income taxes payable and self-insured risks.  The Company
self insures for employees' medical and disability income benefits,
workers' compensation and general liability.  The recorded liability for
self-insured risks is calculated using actuarial methods and is not
discounted.  The recorded liability for self-insured risks totaled
$19,300,000 at December 31, 2000.  Management does not believe it is likely
that its estimates for such items will change materially in the near term.

In the first quarter of 1999 the Company increased the estimated useful
lives of network distribution fees to the greater of five years or the
remaining terms of the distribution contracts.  Because of the previous
uncertainty regarding the conditions under which the distribution contracts
would be renewed, such fees had been amortized over the terms of the
contracts.  The Company has committed to pay certain cable television
system operators additional distribution fees to carry the networks on
systems not included in the original distribution contracts.  Management
believes the expanded distribution of the networks will increase affiliate
fee and advertising revenue beyond the remaining terms of the original
distribution contracts.  The change in the estimated amortization period
was made to better match revenue and expense.  Also in the first quarter of
1999 the Company increased the estimated useful lives of certain newspaper
presses from 20 years to 30 years.  The changes in estimated useful lives
of the network distribution fees and newspaper presses were made
prospectively.  The effect of these changes was to increase 1999 operating
income $11,900,000 and net income $7,500,000 ($.09 per share).

Consolidation - The consolidated financial statements include the accounts
of the Company and its majority-owned subsidiary companies.

<PAGE>

Revenue Recognition - Significant revenue recognition policies are as
follows:
  Advertising revenues are recognized based on dates of publication or
  broadcast, net of agency commissions.  Revenues from advertising on the
  Company's Internet sites are recognized over the terms of the advertising
  contracts.

  Circulation revenue is recognized based on date of publication.  The
  Company's newspapers are either: 1) sold directly to subscribers and
  delivered by employees or independent newspaper carriers, or 2) sold to
  independent newspaper distributors who resell the paper to subscribers.
  Circulation revenue from newspapers sold directly to subscribers is based
  on the subscription price, with delivery costs charged to operating
  expenses.  Circulation revenue from newspapers sold to independent
  newspaper distributors is based upon the price charged the distributor.

  Affiliate fees are recognized as programming is provided to cable
  television and direct broadcast satellite services.

  Royalties from merchandise licensing are recognized as the licensee
  sells products.  Royalties from promotional licensing are recognized over
  the lives of the licensing agreements.

Network Distribution Fees - Network distribution fees are incentives paid
to cable television and direct broadcast satellite system operators in
exchange for long-term contracts to carry the Company's television
networks.  These fees are amortized based upon the percentage of the
current period's affiliate fee revenues to the estimated total of such
revenue over estimated useful lives, or, for contracts that do not provide
for the Company to receive affiliate fees, on a straight-line basis over
estimated useful lives.  Useful lives are estimated at the greater of five
years or the duration of the contracts.  The portion of the unamortized
balance expected to be amortized within one year is classified as a current
asset.

Program Rights and Production Costs - Program rights are recorded when
programs become available for broadcast. Amortization is computed using the
straight-line method based on the license period or based on usage,
whichever yields the greater accumulated amortization for each program.
The liability for program rights is not discounted for imputed interest.

Production costs are primarily costs incurred in the production of
programming for internal use.  Programs produced for internal use are
amortized over the estimated useful lives of the programs.  Program and
production costs are stated at the lower of unamortized cost or fair value.
The portion of the unamortized balance expected to be amortized within one
year is classified as a current asset.

Program rights liabilities payable within the next twelve months are
included in accounts payable.  Noncurrent program rights liabilities are
included in other long-term obligations.

Long-Lived Assets - Long-lived assets used in business operations are
recorded at unamortized cost.  Management reviews long-lived assets,
including related goodwill and other intangible assets, for impairment
whenever events or changes in circumstances indicate the carrying amounts
of the assets may not be recoverable.  Recoverability is determined by
comparing the forecasted undiscounted cash flows of the operation to which
the assets relate to the carrying amount of the assets.  If the operation
is determined to be unable to recover the carrying amount of its assets,
then goodwill and other intangible assets are written down first, followed
by other long-lived assets of the operation, to fair value.  Fair value is
determined based on discounted cash flows.  Long-lived assets to be
disposed of are reported at the lower of carrying amount or fair value less
costs to sell.

Goodwill and Other Intangible Assets - Goodwill represents the cost of
acquisitions in excess of the acquired businesses' tangible assets and
identifiable intangible assets.  Cable and direct broadcast satellite
network affiliation contracts are amortized on a straight-line basis over
the greater of five years or the remaining duration of the agreements.
Goodwill, customer lists and other intangible assets are amortized on a
straight-line basis over periods of up to 40 years.

Property, Plant and Equipment - Depreciation is computed using the straight-
line method over maximum estimated useful lives as follows:

  Buildings and improvements                             35 years
  Printing presses                                       30 years
  Other newspaper production equipment                   5 to 10 years
  Television transmission towers and related equipment   15 years
  Other television and program production equipment      5 to 15 years
  Office and other equipment                             3 to 10 years

In the first quarter of 1999 the Company increased the estimated useful
lives of certain newspaper presses from 20 years to 30 years.  Interest
costs related to major capital projects are capitalized and classified as
property, plant and equipment.

<PAGE>

Income Taxes - Deferred income taxes are provided for temporary differences
between the tax basis and reported amounts of assets and liabilities that
will result in taxable or deductible amounts in future years.  The
Company's temporary differences primarily result from accelerated
depreciation and amortization for tax purposes, investment gains and losses
not yet recognized for tax purposes and accrued expenses not deductible for
tax purposes until paid.

Investments - The Company records its investments at fair value, except for
securities accounted for under the equity method or that do not trade in a
public market.  All investments recorded at fair value have been classified
as available for sale.  The fair value of available-for-sale investments is
determined by quoted market prices.  The cost basis of available for sale
securities is adjusted when a decline in market value is determined to be
other than temporary, with the resulting adjustment charged against net
income.  The difference between adjusted cost basis and fair value, net of
related tax effects, is recorded in the accumulated other comprehensive
income component of stockholders' equity.  Investments in private companies
are recorded at cost, net of impairment write-downs, because no readily
determinable market price is available.

Investments in 20%- to 50%-controlled companies and in all joint ventures
are accounted for using the equity method.

The cost of securities sold is determined by specific identification.

Newspaper Joint Operating Agencies - A JOA combines all but the editorial
operations of two competing newspapers in a market in order to reduce
aggregate expenses and take advantage of economies of scale, thereby
allowing the continuing operation of both newspapers in that market.  The
Newspaper Preservation Act of 1970 provides a limited exemption from anti-
trust laws, generally permitting the continuance of JOAs in existence prior
to its enactment and the formation, under certain circumstances, of new
JOAs between newspapers.

The Company is a partner in newspaper joint operating agencies ("JOAs") in
four markets.  The JOA between the Company's Denver Rocky Mountain News and
MediaNews Group Inc.'s Denver Post was approved by the U.S. Attorney
General in January 2001.  The 50-year agreement created a new entity called
the Denver Newspaper Agency L.L.C., which is 50%-owned by each partner.
Both partners contributed certain assets used in the operations of their
newspapers to the new entity.  In addition, the Company paid $60,000,000 to
MediaNews Group Inc.  The JOA commenced operations on January 22, 2001.

The Company will receive a 50% share of the operating profits of the Denver
JOA, and between 20% and 40% of the operating profits in the other three
markets.  The Company includes its portion of JOA operating profits in
operating revenues, and includes its residual interest in the net assets of
the Denver and Albuquerque JOAs in Investments in the Consolidated Balance
Sheets.  The Company does not include any assets or liabilities related to
its other JOAs in its Consolidated Balance Sheets because the Company has
no residual interest in the net assets of those JOAs.

A JOA in Evansville, Indiana, which was managed by the Company, expired in
1998 and was not renewed.  The Company included the full amounts of this
JOA's revenues and expenses in the consolidated financial statements.
Distributions of JOA operating profits to the other partner were included
in other operating expenses.  The Company continues to operate its
newspaper in Evansville.

<PAGE>

Inventories - Inventories are stated at the lower of cost or market.  The
cost of inventories is computed using the first in, first out ("FIFO")
method.

Effective July 1, 2000, the Company began accounting for newsprint
inventories by the first in, first out ("FIFO") method.  Newsprint
inventories were previously valued using the last in, first out ("LIFO")
method.  The Company typically maintains a 30-day supply of newsprint and
FIFO more accurately reflects the current value of the Company's
newsprint inventory.  Financial statements for all prior periods have
been restated to apply the new method retroactively.  Retained earnings
at December 31, 1997, were increased $890,000.

The effect of the accounting change on net income as previously reported
for the years ended December 31 was as follows:

<TABLE>
<CAPTION>
( in thousands )
                                                                                                       For the years ended
                                                                                                          December 31,
                                                                                                      1999          1998

<S>                                                                                              <C>           <C>
Net income as previously reported                                                                $    146,933  $    131,214
Change in accounting for newsprint inventories                                                          (811)            98
Net income as adjusted                                                                           $    146,122  $    131,312

Net income per share of common stock - basic:
   As previously reported                                                                               $1.89         $1.65
   As adjusted                                                                                          $1.87         $1.65

Net income per share of common stock - diluted:
   As previously reported                                                                               $1.86         $1.62
   As adjusted                                                                                          $1.85         $1.62
</TABLE>


Stock-Based Compensation - The Company's incentive plans provide for awards
of options to purchase Class A Common shares and awards of Class A Common
shares.  Stock options are awarded to purchase Class A Common shares at not
less than 100% of the fair market value on the date of the award.  Stock
options and awards of Class A Common shares vest over an incentive period
conditioned upon the individual's employment through that period.  The
Company measures compensation expense using the intrinsic-value-based
method (see Note 14).

Cash equivalent and Short-term Investments - Cash equivalents represent
debt instruments with an original maturity of less than three months.
Short-term investments represent excess cash invested in securities not
meeting the criteria to be classified as cash equivalents.  Cash equivalent
and short-term investments are carried at cost plus accrued income, which
approximates fair value.

<PAGE>

Risk Management Contracts - The Company does not hold derivative financial
instruments for trading or speculative purposes, and does not hold
leveraged contracts.  The impact of risk management activities on the
Company's financial position, its results of operations, and its cash flows
is immaterial.

The Company has used foreign currency forward and option contracts to hedge
cash flow exposures denominated in Japanese yen.  Such contracts reduce the
risk of changes in the exchange rate for Japanese yen on the Company's
anticipated net licensing receipts (licensing royalties less amounts due
creators of the properties and certain direct expenses) for the following
year.  They are recorded at fair value in the Consolidated Balance Sheets
and gains or losses are recognized in income as changes occur in the
exchange rate for the Japanese yen.  The Company held no foreign currency
derivative financial instruments at December 31, 2000, or at December 31,
1999.

The Company has used off-balance-sheet financial instruments, such as
forward contracts, to reduce the risk of changes in the price of newsprint
on anticipated newsprint purchases.  Gains or losses on such contracts are
deferred and charged to newsprint and ink expense as the newsprint is
consumed.  The Company held no derivative financial instruments associated
with newsprint at December 31, 2000, or at December 31, 1999.

The Company has also used put options and zero-cost collars to hedge the
proceeds from the expected sale of certain investments.  These contracts
are recorded at fair value in the Consolidated Balance Sheets.  Gains or
losses are recognized in net income or in other comprehensive income
depending upon the treatment of changes in the unrealized gain or loss on
the underlying investment.  Several of the Company's investments include
embedded puts or other derivative financial instruments.  These instruments
are currently accounted for at cost with the underlying investment.

The Company adopted FAS No. 133 - Accounting for Derivative Instruments
and Hedging Activities effective January 1, 2001.  The standard
establishes accounting and reporting standards for derivative financial
instruments and hedging activities.  The standard requires the
recognition of all derivative financial instruments on the balance sheet
as either assets or liabilities and measurement at fair value.  The
accounting for changes in the value of a derivative financial instrument
depends upon its intended use, and if designated as a hedge, its
effectiveness in hedging the identified risk.  Adoption of the standard
did not have a material effect on the Company's financial statements.

Net Income Per Share - The following table presents additional information
about basic and diluted weighted-average shares outstanding:

<TABLE>
<CAPTION>
( in thousands )
                                                                                       For the years ended December 31,
                                                                              2000                     1999             1998

<S>                                                                          <C>                      <C>              <C>
Basic weighted-average shares outstanding                                    78,170                   77,936           79,715

Effect of dilutive securities:
     Unvested restricted stock held by employees                                165                      179              197
     Stock options held by employees                                            826                      836            1,009

Diluted weighted-average shares outstanding                                  79,161                   78,951           80,921
</TABLE>



Reclassifications - For comparative purposes, certain 1999 and 1998 amounts
have been reclassified to conform to 2000 classifications.

<PAGE>

2.  ACQUISITIONS AND DIVESTITURES

Acquisitions

2000 - The Company acquired the daily newspaper in Fort Pierce, Florida,
       in exchange for its newspaper in Destin, Florida, and cash; the
       daily newspaper in Henderson, Kentucky; the weekly newspaper in
       Marco Island, Florida; and television station KMCI in Lawrence,
       Kansas.

1999 - The Company acquired the 70% of Colorado Real Estate On-line, a
       provider of real estate listings on the Internet, that it did not
       already own and an additional 6.86% interest in the Food Network.

1998 - The Company acquired independent telephone directories in
       Memphis, Tennessee; Kansas City, Missouri; New Orleans, Louisiana; and
       North Palm Beach, Florida.

The following table presents additional information about the
acquisitions:

<TABLE>
<CAPTION>
( in thousands )
                                                                                          For the years ended December 31,
                                                                                        2000          1999          1998

<S>                                                                                <C>           <C>           <C>
Goodwill and other intangible assets acquired                                      $     73,305  $     20,571  $     12,553
Other assets acquired (primarily property and equipment)                                 14,495            85         4,154
Total                                                                                    87,800        20,656        16,707
Fair value of Destin newspaper                                                          (3,857)
Liabilities assumed                                                                     (1,876)       (1,902)       (2,448)

Cash paid                                                                          $     82,067  $     18,754  $     14,259
</TABLE>

The acquisitions have been accounted for as purchases.  The allocations
of the purchase prices are based on preliminary appraised values of the
assets acquired and liabilities assumed, and are therefore subject to
change.  Operating results are included in the Consolidated Statements of
Income from the dates of acquisitions, with the exception of KMCI whose
results were included while the Company operated the station under a
contract with the previous owner.  Pro forma results are not presented
because the combined results of operations would not be significantly
different than the reported amounts.

Divestitures

2000 - The Company sold its independent telephone directories, and
       traded its Destin, Florida, newspaper and cash for the daily
       newspaper in Fort Pierce, Florida.  The sales and trade resulted in
       year-to-date net gains of $6,196,000, $4,000,000 after-tax
       ($.05 per share).

1998 - The Company sold Scripps Howard Productions, its program
       television production operation based in Los Angeles, and the Dallas
       Community newspapers, including the Plano daily newspaper.  No
       material gain or loss was realized on either divestiture as proceeds
       approximated the book value of the net assets sold.

Included in the consolidated financial statements were the following
results of divested operating units (excluding gains on sales):

<TABLE>
<CAPTION>
( in thousands, except per share data )
                                                                                        For the years ended December 31,
                                                                                        2000          1999          1998

<S>                                                                                <C>           <C>           <C>
Operating revenues                                                                 $     10,500  $     23,042  $     24,877
Operating income (loss)                                                                   (275)           195         (385)
</TABLE>

<PAGE>

3.  UNUSUAL CREDITS AND CHARGES

2000 - In addition to the gains on divested operations described in
       Note 2, the Company's reported results of operations were affected
       by the following items:

       Recognized net investment losses totaling $19,400,000.  Accrued
       incentive compensation for Scripps Ventures I's portfolio managers was
       increased $4,500,000, to $11,500,000 in conjunction with the
       $29,900,000 increase in the net gain on Scripps Ventures I's
       portfolio, to $76,900,000.  Net investment results reduced net
       income $15,800,000 ($.20 per share).

       $9,500,000 of expenses associated with preparations for the
       anticipated joint newspaper operations in Denver.  Net income was
       reduced $6,200,000 ($.08 per share).

       Reduction of the estimated liability for prior year income taxes and a
       reduction in the estimate of unrealizable state net operating loss
       carryforwards (see Note 4).  Net income was increased $7,200,000
       ($.09 per share).

The combined effect of the above items was to reduce 2000 net income
$10,900,000 ($.14 per share).

1999 - The Company's reported results of operations were affected by the
       following items:

       Recognized net investment gains totaling $8,600,000.  Accrued
       incentive compensation for Scripps Ventures I's portfolio managers was
       increased $7,000,000 in conjunction with the increase in the net gain on
       Scripps Ventures I's portfolio to $47,000,000.  Net investment results
       increased net income $400,000 ($.00 per share).

       A $1,100,000 accrual for "make goods" to Home & Garden Television
       ("HGTV") advertisers and $800,000 of costs incurred to move the Food
       Network's operations to a different location in Manhattan.  Net income
       was reduced $1,200,000 ($.02 per share).

       Severance payments totaling $1,200,000 to certain television station
       employees, reducing net income $700,000 ($.01 per share).

The combined effect of the above items was to reduce 1999 net income
$1,600,000 ($.02 per share).

1998 - The Company's reported results of operations were affected by the
       $1,100,000 related to the "make goods" to HGTV advertisers referred
       to above.   Net income was increased $700,000 ($.01 per share).

<PAGE>

4.  INCOME TAXES

The Company's 1992 through 1995 consolidated federal income tax returns are
currently under examination by the IRS.  In 2000 the Company reduced its
liability for prior year income taxes by $4,200,000.  Management believes
that adequate provision for income taxes has been made for all open years.

The approximate effects of the temporary differences giving rise to the
Company's deferred income tax liabilities (assets) were as follows:

<TABLE>
<CAPTION>
( in thousands )
                                                                                                   As of December 31,
                                                                                              2000                 1999

<S>                                                                                    <C>                  <C>
Accelerated depreciation and amortization                                              $        146,295     $        131,305
Investments, primarily gains and losses not yet recognized for tax                               12,266               34,836
Accrued expenses not deductible until paid                                                     (10,575)             (11,567)
Deferred compensation and retiree benefits not deductible until paid                           (31,682)             (27,201)
Other temporary differences, net                                                               (11,217)              (8,433)

Total                                                                                           105,087              118,940
State net operating loss carryforwards                                                         (12,128)             (10,386)
Valuation allowance for state deferred tax assets                                                 6,552                7,715

Net deferred tax liability                                                             $         99,511     $        116,269
</TABLE>

The Company's state net operating loss carryforwards expire from 2003
through 2015.  At each balance sheet date management estimates the amount
of state net operating loss carryforwards that are not expected to be used
prior to expiration of the carryforward period.  The tax effect of these
unused state net operating loss carryforwards is included in the valuation
allowance.  Based upon expected taxable income of subsidiary companies with
state net operating loss carryforwards during the carryforward periods, the
Company reduced its valuation allowance by $3,000,000 in 2000.

<PAGE>

The provision for income taxes consisted of the following:

<TABLE>
<CAPTION>
( in thousands )
                                                                                For the years ended December 31,
                                                                          2000                  1999                1998

<S>                                                                <C>               <C>                     <C>
Current:
     Federal                                                       $         82,514  $                67,247 $         62,730
     State and local                                                         18,361                   13,588           12,028
     Foreign                                                                  5,376                    4,485            3,878

Total current                                                               106,251                   85,320           78,636

Deferred:
     Federal                                                               (13,340)                   22,111           23,590
     Other                                                                  (3,519)                    2,144            1,545

Total deferred                                                             (16,859)                   24,255           25,135

Total income taxes                                                           89,392                  109,575          103,771
Income taxes allocated to stockholders' equity                               18,698                  (5,963)         (10,641)

Provision for income taxes                                         $        108,090  $               103,612 $         93,130
</TABLE>


The difference between the statutory rate for federal income tax and the
effective income tax rate was as follows:

<TABLE>
<CAPTION>

                                                                               For the years ended December 31,
                                                                          2000                  1999                1998

<S>                                                                           <C>                      <C>               <C>
Statutory rate                                                                35.0 %                   35.0 %            35.0 %
Effect of:
     State and local income taxes                                               3.5                      4.0              3.8
     Adjustment of liability for prior year income taxes                      (1.5)
     Amortization of nondeductible goodwill                                     1.4                      1.4              1.6
     Miscellaneous                                                              0.8                      0.4              0.2

Effective income tax rate                                                     39.2 %                   40.8 %            40.6 %
</TABLE>

<PAGE>

5. LONG-TERM DEBT

Long-term debt consisted of the following:

<TABLE>
<CAPTION>
( in thousands )
                                                                                                 As of December 31,
                                                                                              2000                 1999

<S>                                                                                    <C>                  <C>
Variable rate credit facilities, including commercial paper                            $        512,788     $        565,689
$100 million, 6.625% note, due in 2007                                                           99,901               99,887
$100 million, 6.375% note, due in 2002                                                           99,964               99,944
Other notes                                                                                       1,956                3,927

Total long-term debt                                                                            714,609              769,447
Current portion of long-term debt                                                               212,828              267,600

Long-term debt (less current portion)                                                  $        501,781     $        501,847


Fair value of long-term debt *                                                         $        711,300     $        761,300


    *  Fair value was estimated based on current rates available to the Company
       for debt of the same remaining maturity.
</TABLE>


The Company has a Competitive Advance and Revolving Credit Facility
Agreement, which permits aggregate borrowings up to $700,000,000 (the
"Variable Rate Credit Facilities").  The Variable Rate Credit Facilities
are comprised of two unsecured lines, one limited to $400,000,000 principal
amount maturing in 2001, and the other limited to $300,000,000 principal
amount maturing in 2002.  Borrowings under the Variable Rate Credit
Facilities are available on a committed revolving credit basis at the
Company's choice of three short-term rates or through an auction procedure
at the time of each borrowing.  The Variable Rate Credit Facilities are
also used by the Company in whole or in part, in lieu of direct borrowings,
as credit support for its commercial paper.  The weighted-average interest
rates on the Variable Rate Credit Facilities at December 31 was 6.6% in
2000 and 6.0% in 1999.

Certain long-term debt agreements contain maintenance requirements for net
worth and coverage of interest expense and restrictions on incurrence of
additional indebtedness.  The Company is in compliance with all debt
covenants.

Current maturities of long-term debt are classified as long-term to the
extent they can be refinanced under existing long-term credit commitments.

Interest costs capitalized were $200,000 in 2000, $400,000 in 1999, and
$300,000 in 1998.

<PAGE>

6.  INVESTMENTS

Investments consisted of the following:

<TABLE>
<CAPTION>
( in thousands, except share data )
                                                                                                 As of December 31,
                                                                                              2000                 1999

<S>                                                                                    <C>                  <C>
Securities available for sale (at market value):
     Time Warner common stock (1,344,000 shares)                                       $         70,239     $         97,227
     Centra Software (1,792,500 common shares)                                                    6,946
     garden.com Inc. (2,414,000 common shares and 276,000 warrants)                                                   22,636
     iVillage Inc. (41,000 common shares at December 31, 2000
          and 270,000 common shares at December 31, 1999)                                            40                5,897
     Other                                                                                        3,929                9,177

Total available-for-sale securities                                                              81,154              134,937
FOX SportSouth and other joint ventures                                                           9,502                7,282
Other (primarily securities that do not trade in a public market, at adjusted cost)              87,266               68,089

Total investments                                                                      $        177,922     $        210,308

Unrealized gains on securities available for sale                                      $         49,047     $         88,214
</TABLE>


Investments available for sale represent securities in publicly traded
companies, which are recorded at fair value.  Fair value is based upon the
closing price of the security on the reporting date.  In the first quarter
of 2000 Centra Software completed an initial public offering of its common
stock.  This investment had previously been included in the "other"
category.

The values of several of the Company's investments in available-for-sale
securities declined below historical cost in 2000.  Investment results (see
Note 3) include a total of $13,000,000 in write-downs to market value for
such investments.  During 2000 the Company received $5,000,000 upon
delivery of 229,000 iVillage shares under the provisions of a zero-cost
collar.

Securities of private companies do not trade in public markets, so they do
not have readily determinable fair values.  However, if fair value is
assumed to be the price from the most recent round of financing or, for
some securities, less based on management's judgment of the circumstances,
then the total estimated value of these investments was $163,000,000 on
December 31, 2000, and $95,800,000 on December 31, 1999.  There can be no
assurance as to the amounts the Company would receive if these securities
were sold.

The Company's Scripps Ventures Funds I and II invest in new businesses
focusing primarily on new media technology.  Scripps Ventures I invested
$54,000,000.  The managers' compensation includes a share of that
portfolio's cumulative net gain (realized and unrealized) through December
2002 if a specified minimum return is achieved.  Based on the portfolio's
cumulative net gain of $76,900,000 through December 31, 2000, the incentive
compensation accrual was $11,500,000.  The incentive compensation accrual
will change as the net gain changes through December 2002.  Scripps
Ventures II is authorized to invest up to $100,000,000, of which
$38,200,000 was invested as of December 31, 2000.  The managers have a
minority equity interest in the return on Scripps Ventures II's investments
if a specified minimum return is achieved.

<PAGE>

7.  PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following:

<TABLE>
<CAPTION>
( in thousands )
                                                                                                  As of December 31,
                                                                                              2000                 1999

<S>                                                                                    <C>                  <C>
Land and improvements                                                                  $         47,395     $         44,382
Buildings and improvements                                                                      255,320              240,513
Equipment                                                                                       685,314              669,302

Total                                                                                           988,029              954,197
Accumulated depreciation                                                                        485,988              468,601

Net property, plant and equipment                                                      $        502,041     $        485,596
</TABLE>


8.  GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill and other intangible assets arising from business acquisitions
consisted of the following:

<TABLE>
<CAPTION>
( in thousands )
                                                                                                   As of December 31,
                                                                                              2000                 1999

<S>                                                                                    <C>                  <C>
Goodwill                                                                               $      1,248,095     $      1,211,462
Customer lists                                                                                  153,660              145,358
Cable and direct broadcast satellite network affiliation contracts                               20,669               20,554
Licenses and copyrights                                                                          43,469               28,221
Other                                                                                            28,174               29,233

Total                                                                                         1,494,067            1,434,828
Accumulated amortization                                                                        284,935              247,554

Net goodwill and other intangible assets                                               $      1,209,132     $      1,187,274
</TABLE>

<PAGE>

9.  OTHER LONG-TERM OBLIGATIONS AND MINORITY INTERESTS

Other long-term obligations and minority interests consisted of the
following:

<TABLE>
<CAPTION>
( in thousands )
                                                                                                   As of December 31,
                                                                                              2000                 1999

<S>                                                                                    <C>                  <C>
Program rights payable                                                                 $         50,928     $         50,870
Employee compensation and benefits                                                               96,952               91,725
Network distribution fees                                                                        55,235               50,951
Minority interests                                                                               13,274               12,094
Other                                                                                            16,054               21,746

Total other long-term obligations and minority interests                                        232,443              227,386
Current portion of other long-term obligations                                                  102,076               94,684

Other long-term obligations and minority interests (less current portion)              $        130,367     $        132,702
</TABLE>


10.  SUPPLEMENTAL CASH FLOW INFORMATION

The following table presents additional information about the change in
certain working capital accounts:

<TABLE>
<CAPTION>
( in thousands )
                                                                                For the years ended December 31,
                                                                          2000                  1999                1998
<S>                                                                <C>               <C>                     <C>
Other changes in certain working capital accounts, net:
     Accounts receivable                                           $       (24,238)  $              (53,847) $        (5,701)
     Accounts payable                                                       (2,120)                   13,374            4,139
     Accrued income taxes                                                       586                      503            2,250
     Other accrued liabilities                                                8,024                    3,356            6,413
     Other, net                                                             (1,025)                    7,484            2,478

     Total                                                         $       (18,773)  $              (29,130) $          9,579
</TABLE>

<PAGE>

11.  EMPLOYEE BENEFIT PLANS

Retirement plans expense consisted of the following:

<TABLE>
<CAPTION>
( in thousands )
                                                                                For the years ended December 31,
                                                                          2000                  1999                1998

<S>                                                                <C>               <C>                     <C>
Service cost                                                       $         13,857  $                14,078 $         11,718
Interest cost                                                                19,198                   17,012           14,757
Actual (return) loss on plan assets, net of expenses                            799                 (50,022)         (35,773)
Net amortization and deferral                                              (29,654)                   27,120           17,098

Total for defined benefit plans                                               4,200                    8,188            7,800
Multi-employer plans                                                          1,248                    1,162            1,051
Defined contribution plans                                                    6,208                    5,698            5,370

Total                                                              $         11,656  $                15,048 $         14,221
</TABLE>


The following table presents information about the Company's employee
benefit plan assets and obligations:

<TABLE>
<CAPTION>
( in thousands )
                                                                                For the years ended December 31,
                                                                          2000                  1999                1998

<S>                                                                <C>               <C>                     <C>
Change in benefit obligation
Benefit obligation at beginning of year                            $        268,810  $               269,493 $        236,260
Service cost                                                                 13,857                   14,078           11,718
Interest cost                                                                19,198                   17,012           14,757
Actuarial losses (gains)                                                   (10,288)                 (15,549)           21,708
Benefits paid                                                              (16,606)                 (16,224)         (14,950)
Benefit obligation at end of year                                           274,971                  268,810          269,493

Change in plan assets
Fair value at beginning of year                                             302,934                  268,386          246,811
Actual return (loss) on plan assets                                           (799)                   50,022           35,773
Company contributions                                                           809                      750              752
Benefits paid                                                              (16,606)                 (16,224)         (14,950)
Fair value at end of year                                                   286,338                  302,934          268,386

Plan assets greater than (less than) projected benefits                      11,367                   34,124          (1,107)
Unrecognized net loss (gain)                                               (38,904)                 (57,774)         (14,732)
Unrecognized prior service cost                                               2,629                    3,547            4,620
Unrecognized net asset at the date FAS No. 87 was
     adopted, net of amortization                                           (2,012)                  (3,434)          (4,881)

Net pension asset (liability) recognized in the balance sheet      $       (26,920)  $              (23,537) $       (16,100)
</TABLE>

<PAGE>

Assumptions used in the accounting for the defined benefit plans were as
follows:


<TABLE>
<CAPTION>

                                                                          2000                  1999                1998

<S>                                                                            <C>                      <C>              <C>
Discount rate for determining annual expense                                   7.5%                     6.5%             6.5%
Discount rate for determining year-end obligation                              8.0%                     7.5%             6.5%
Assumed long-term rate of return on plan assets                                9.5%                     8.5%             7.5%
Assumed rate of increase in compensation levels                                5.0%                     4.0%             3.0%
</TABLE>


Management believes the discount rate plus two percentage points is the
best estimate of the long-term return on plan assets at any point in time,
and the discount rate minus two and one-half percentage points is the best
estimate of the long-term increase in compensation levels.  Therefore, when
the discount rate changes, management's expectation for the future long-
term rate of return on plan assets and increase in compensation levels
changes in tandem.  For 2001 the assumed return on plan assets is 10% and
the assumed rate of increase in compensation levels is 5.5%.

Plan assets consist of marketable equity and fixed-income securities.


12.  SEGMENT INFORMATION

The Company's reportable segments are strategic businesses that offer
different products and services.  The Company primarily evaluates the
operating performance of its segments based on earnings before interest,
income taxes, depreciation and amortization ("EBITDA"), excluding divested
operating units, unusual items and all credits and charges classified as
non-operating in the Consolidated Statements of Income.  No single customer
provides more than 10% of the Company's revenue.  International revenues
are primarily derived from licensing comic characters and HGTV and Food
Network programming in international markets.  Total international revenues
were less than $50,000,000.  Licensing of comic characters in Japan
provides more than 50% of the Company's international revenues.

Information regarding the Company's business segments is presented on the
following page.

<PAGE>
<TABLE>
<CAPTION>
( in thousands )
                                                                                  For the years ended December 31,
                                                                          2000                  1999                1998

<S>                                                                <C>               <C>                     <C>
OPERATING REVENUES
Newspapers                                                         $        955,100  $               914,403 $        871,573
Scripps Networks                                                            313,739                  230,015          147,541
Broadcast Television                                                        343,125                  312,362          330,714
Licensing and other media                                                    96,895                   92,570           88,823
Total                                                                     1,708,859                1,549,350        1,438,651
Unusual item                                                                                         (1,100)            1,100
Divested operating units                                                     10,500                   23,042           24,877
Per consolidated financial statements                              $      1,719,359  $             1,571,292 $      1,464,628

EBITDA
Newspapers                                                         $        269,409  $               275,671 $        259,989
Scripps Networks                                                             68,770                   34,667            4,542
Broadcast Television                                                        129,018                   95,955          118,012
Licensing adn other media                                                    16,144                   12,640           11,964
Corporate                                                                  (19,825)                 (17,519)         (16,207)
Total                                                                       463,516                  401,414          378,300
Unusual items                                                               (9,523)                  (3,100)            1,100
Divested operating units                                                        261                      891              642
Per consolidated financial statements                              $        454,254  $               399,205 $        380,042

DEPRECIATION
Newspapers                                                         $         40,574  $                38,925 $         40,825
Scripps Networks                                                              7,063                    5,533            4,738
Broadcast Television                                                         19,277                   17,962           15,529
Licensing and other media                                                       814                    1,472              946
Corporate                                                                       972                    1,039            1,024
Total                                                                        68,700                   64,931           63,062
Divested operating units                                                        357                      369              660
Per consolidated financial statements                              $         69,057  $                65,300 $         63,722

AMORTIZATION OF INTANGIBLE ASSETS
Newspapers                                                         $         23,222  $                22,114 $         22,698
Scripps Networks                                                              7,236                    6,364            7,539
Broadcast Television                                                          9,471                    9,502            9,517
Licensing and other media                                                                                244                2
Total                                                                        39,929                   38,224           39,756
Divested operating units                                                        179                      327              367
Per consolidated financial statements                              $         40,108  $                38,551 $         40,123

OPERATING INCOME
Newspapers                                                         $        205,613  $               214,632 $        196,466
Scripps Networks                                                             54,471                   22,770          (7,735)
Broadcast Television                                                        100,270                   68,491           92,966
Licensing and other media                                                    15,330                   10,924           11,016
Corporate                                                                  (20,797)                 (18,558)         (17,231)
Total                                                                       354,887                  298,259          275,482
Unusual items                                                               (9,523)                  (3,100)            1,100
Divested operating units                                                      (275)                      195            (385)
Per consolidated financial statements                              $        345,089  $               295,354 $        276,197
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
( in thousands )
                                                                                For the years ended December 31,
                                                                          2000                  1999                1998

<S>                                                                <C>               <C>                     <C>
PAYMENTS (GREATER) LESS THAN PROGRAM AMORTIZATION
AND NETWORK DISTRIBUTION COSTS
Scripps Networks                                                   $       (35,678)  $              (57,770) $       (26,793)
Broadcast Television                                                          1,460                    1,029             (76)
Total                                                                      (34,218)                 (56,741)         (26,869)
Divested operating units                                                                                                2,828
Per consolidated financial statements                              $       (34,218)  $              (56,741) $       (24,041)

ADDITIONS TO PROPERTY, PLANT AND EQUIPMENT
Newspapers                                                         $         29,834  $                30,693 $         23,296
Scripps Networks                                                             12,236                   21,557            7,936
Broadcast Television                                                         31,280                   25,749           33,454
Licensing and other media                                                       586                      491            1,041
Corporate                                                                       548                      796              806
Total                                                                        74,484                   79,286           66,533
Divested operating units                                                         93                      540              436
Per consolidated financial statements                              $         74,577  $                79,826 $         66,969

BUSINESS ACQUISITIONS AND
     OTHER ADDITIONS TO LONG-LIVED ASSETS
Newspapers                                                         $         74,878  $                 4,005 $          3,570
Scripps Networks                                                             15,035                   39,899           17,431
Broadcast Television                                                         14,710                      130              218
Venture capital and other investments                                        53,615                   43,298           13,184
Total                                                                       158,238                   87,332           34,403
Divested operating units                                                                                 800           14,250
Per consolidated financial statements                              $        158,238  $                88,132 $         48,653

ASSETS
Newspapers                                                         $      1,274,189  $             1,226,749 $      1,245,465
Scripps Networks                                                            523,694                  462,287          340,852
Broadcast Television                                                        509,597                  500,068          509,285
Licensing and other media                                                    26,800                   28,318           30,195
Venture capital and other investments                                       170,156                  198,984          120,099
Corporate                                                                    60,379                   63,515           70,763
Total                                                                     2,564,815                2,479,921        2,316,659
Divested operating units                                                      8,051                   40,460           43,965
Total                                                              $      2,572,866  $             2,520,381 $      2,360,624
</TABLE>


Other additions to long-lived assets include investments and network
distribution fees.  Corporate assets are primarily cash, cash equivalent
and other short-term investments, and refundable and deferred income taxes.

<PAGE>


13.  COMMITMENTS AND CONTINGENCIES

The Company is involved in litigation arising in the ordinary course of
business, none of which is expected to result in material loss.

The Company's cable television systems were acquired by Comcast Corporation
("Comcast") in 1996. Pursuant to the terms of its agreement with Comcast,
the Company remains liable for any losses resulting from certain lawsuits,
certain other expenses and tax liabilities of its cable television systems
attributable to periods prior to the transactions.

The Company purchased program rights totaling $189,000,000 in 2000,
$131,000,000 in 1999, and $100,000,000 in 1998, the payments for which are
generally made over the lives of the contracts.  At December 31, 2000, the
Company was committed to purchase approximately $120,000,000 of program
rights that are not currently available for broadcast, substantially all of
which is for programs not yet produced.  If such programs are not produced
the Company's commitments would expire without obligation.

Minimum payments on noncancelable leases at December 31, 2000, were: 2001,
$12,900,000; 2002, $10,600,000; 2003, $9,400,000; 2004, $8,600,000; 2005,
$8,200,000 and later years, $20,700,000.  Rental expense for cancelable and
noncancelable leases was $19,300,000 in 2000, $16,300,000 in 1999, and
$15,000,000 in 1998.


14.  CAPITAL STOCK AND INCENTIVE PLANS

Capital Stock - The capital structure of the Company includes Common Voting
Shares and Class A Common Shares.  The articles provide that the holders of
Class A Common Shares, who are not entitled to vote on any other matters
except as required by Ohio law, are entitled to elect the greater of three
or one-third of the directors.  In 1997 and 1998 the Board of Directors
authorized the purchase of a total of 6,000,000 of the Company's Class A
Common Shares.  The Company repurchased 3,888,400 shares through
December 31, 2000.

Incentive Plans - The Company's Long-Term Incentive Plans (the "Plans")
provide for the award of incentive and nonqualified stock options with 10-
year terms, stock appreciation rights, performance units and restricted and
unrestricted Class A Common Shares to key employees and non-employee
directors.  The Plans expire in 2007, except for options then outstanding.
The number of shares authorized for issuance under the plans at December
31, 2000, was 10,913,000, of which approximately 3,275,000 had not been
issued.

<PAGE>

Stock Options - Stock options may be awarded to purchase Class A Common
Shares at not less than 100% of the fair market value on the date the
option is granted.  Stock options will vest over an incentive period,
conditioned upon the individual's employment through that period.  The
following table presents information about stock options:

<TABLE>
<CAPTION>
                                                                                             Weighted-            Range of
                                                                         Number               Average             Exercise
                                                                        of Shares          Exercise Price          Prices

<S>                                                                       <C>                         <C>            <C>
Outstanding at December 31, 1997                                          2,825,525                   $21.00         $11 - 43
Granted in 1998                                                             634,450                    47.32          39 - 56
Exercised in 1998                                                         (274,239)                    16.02          11 - 39
Forfeited in 1998                                                          (31,316)                    35.04          35 - 39

Outstanding at December 31, 1998                                          3,154,420                    26.58          11 - 56
Granted in 1999                                                             792,200                    47.19          41 - 52
Exercised in 1999                                                         (295,104)                    16.80          11 - 47
Forfeited in 1999                                                          (24,749)                    45.76          35 - 54

Outstanding at December 31, 1999                                          3,626,767                    31.75          11 - 56
Granted in 2000                                                           1,025,550                    49.27          43 - 60
Exercised in 2000                                                         (401,380)                    21.38          11 - 50
Forfeited in 2000                                                           (1,500)                    49.00          49

Outstanding at December 31, 2000 (by year granted):
    1991                                                                     66,850                    11.95          11 - 12
    1992                                                                    126,300                    15.13          15 - 17
    1993                                                                    546,100                    17.92          16 - 21
    1994                                                                    523,900                    18.83          19 - 21
    1995                                                                      9,800                    20.01          20
    1996                                                                    127,300                    27.20          24 - 29
    1997                                                                    470,800                    35.26          35 - 43
    1998                                                                    598,682                    47.35          39 - 56
    1999                                                                    756,655                    47.19          42 - 52
    2000                                                                  1,023,050                    49.32          43 - 60

    Total options outstanding                                             4,249,437                   $36.98         $11 - 60

Exercisable at December 31:
    1998                                                                  2,204,089                   $19.41         $11 - 43
    1999                                                                  2,323,844                    23.85          11 - 56
    2000                                                                  2,601,809                    29.66          11 - 56
</TABLE>


Substantially all options granted prior to 1997 are exercisable.  Options
issued in 1997 through 1999 generally become exercisable over a three-year
period.

<PAGE>

The Company has adopted the "disclosure-only" provisions of FAS No. 123;
therefore no compensation expense has been recognized for stock option
grants.  Had compensation expense been determined based upon the fair value
(determined using the Black-Scholes option pricing model) at the grant date
consistent with the provisions of FAS No. 123, the Company's income from
continuing operations would have been reduced to the pro forma amounts as
follows:

<TABLE>
<CAPTION>
( in thousands, except per share data )
                                                                                For the years ended December 31,
                                                                          2000                  1999                1998

<S>                                                                <C>               <C>                     <C>
Pro forma net income                                               $        155,200  $               139,700 $        126,500
Pro forma net income per share of common stock:
     Basic                                                                    $1.99                    $1.79            $1.59
     Diluted                                                                   1.96                     1.77             1.56
</TABLE>


Information related to the fair value of stock option grants is presented
below:

<TABLE>
<CAPTION>

                                                                                 For the years ended December 31,
                                                                              2000                    1999              1998

<S>                                                                         <C>                      <C>              <C>
Weighted-average fair value of options granted                               $15.87                   $13.23           $14.33
Assumptions used to determine fair value:
     Dividend yield                                                            1.5%                     1.5%             1.5%
     Expected volatility                                                        24%                      23%              24%
     Risk-free rate of return                                                  6.5%                     5.0%             5.7%
     Expected life of options                                               7 years                  7 years          7 years
</TABLE>


Restricted Stock - Awards of Class A Common Shares vest over an incentive
period conditioned upon the individual's employment throughout that period.
During the vesting period shares issued are nontransferable, but the shares
are entitled to all the rights of an outstanding share.  Compensation
expense is determined based upon the fair value of the shares at the grant
date.  Information related to awards of Class A Common Shares is presented
below:

<TABLE>
<CAPTION>
( in thousands, except share data )
                                                                                 For the years ended December 31,
                                                                          2000                  1999                1998

<S>                                                                <C>               <C>                     <C>
Class A Common Shares:
     Shares awarded                                                         296,903                   85,400           20,500
     Weighted-average price of shares awarded                                $49.31                   $46.70           $51.22
     Shares forfeited                                                        15,445                      200            1,500
     Compensation expense recognized                               $          7,063  $                 2,779 $          2,863
</TABLE>

<PAGE>

15.  SUMMARIZED QUARTERLY FINANCIAL INFORMATION (Unaudited)

Summarized financial information is as follows:


<TABLE>
<CAPTION>
( in thousands, except per share data )
                                                                    1st          2nd           3rd          4th
2000                                                              Quarter      Quarter       Quarter      Quarter       Total

<S>                                                           <C>          <C>           <C>          <C>          <C>
Operating revenues                                            $    410,859 $     439,224 $    409,635 $    459,641 $   1,719,359

Operating expenses:
   Employee compensation and benefits                              127,292       129,314      129,672      130,429       516,707
   Newsprint and ink                                                37,192        38,646       38,228       42,303       156,369
   Amortization of purchased programming                            28,038        29,332       30,176       33,498       121,044
   Other operating expenses                                        117,272       119,774      109,920      124,019       470,985
   Depreciation and amortization                                    26,808        27,256       27,288       27,813       109,165

   Total operating expenses                                        336,602       344,322      335,284      358,062     1,374,270

Operating income                                                    74,257        94,902       74,351      101,579       345,089
Interest expense                                                  (12,636)      (13,481)     (13,393)     (12,424)      (51,934)
Investment results, net of expense                                 (9,062)       (1,449)          900     (15,223)      (24,834)
Net gains (losses) on divested operations                            6,269                       (73)                      6,196
Miscellaneous, net                                                     946            45        1,002        (508)         1,485
Income taxes                                                      (25,114)      (32,833)     (26,319)     (23,824)     (108,090)
Minority interests                                                 (1,056)       (1,063)      (1,040)      (1,300)       (4,459)

Net income                                                    $     33,604 $      46,121 $     35,428 $     48,300 $     163,453


Net income per share of common stock:
     Basic                                                           $ .43         $ .59        $ .45        $ .62        $ 2.09
     Diluted                                                         $ .43         $ .58        $ .45        $ .61        $ 2.06

Basic weighted-average shares outstanding                           77,977        78,115       78,186       78,336        78,170

Diluted weighted-average shares outstanding                         78,824        78,995       79,173       79,589        79,161

Cash dividends per share of common stock                             $ .14         $ .14        $ .14        $ .14         $ .56
</TABLE>


  The sum of the quarterly net income per share amounts may not equal the
  reported annual amount because each is computed independently based
  upon the weighted-average number of shares outstanding for the period.


<PAGE>

<TABLE>
<CAPTION>
( in thousands, except per share data )
                                                                    1st          2nd           3rd          4th
1999                                                              Quarter      Quarter       Quarter      Quarter       Total

<S>                                                           <C>          <C>           <C>          <C>          <C>
Operating revenues                                            $    376,260 $     391,285 $    372,932 $    430,815 $   1,571,292

Operating expenses:
   Employee compensation and benefits                              117,980       123,031      123,647      127,504       492,162
   Newsprint and ink                                                38,045        34,969       32,827       37,342       143,183
   Amortization of purchased programming                            23,587        22,160       25,264       27,799        98,810
   Other operating expenses                                        105,664       101,771      109,146      121,351       437,932
   Depreciation and amortization                                    25,989        23,767       26,683       27,412       103,851

   Total operating expenses                                        311,265       305,698      317,567      341,408     1,275,938

Operating income                                                    64,995        85,587       55,365       89,407       295,354
Interest expense                                                  (11,073)      (11,026)     (11,279)     (11,841)      (45,219)
Investment results, net of expenses                                   (66)           581      (1,169)        1,198           544
Miscellaneous, net                                                   1,368         1,071          955          111         3,505
Income taxes                                                      (22,659)      (31,306)     (17,933)     (31,714)     (103,612)
Minority interests                                                 (1,033)       (1,113)      (1,077)      (1,227)       (4,450)

Net income                                                    $     31,532 $      43,794 $     24,862 $     45,934 $     146,122


Net income per share of common stock:
     Basic                                                           $ .40         $ .56        $ .32        $ .59        $ 1.87
     Diluted                                                         $ .40         $ .55        $ .32        $ .58        $ 1.85

Basic weighted-average shares outstanding                           78,096        77,937       77,874       77,836        77,936

Diluted weighted-average shares outstanding                         79,126        78,950       78,925       78,801        78,951

Cash dividends per share of common stock                             $ .14         $ .14        $ .14        $ .14         $ .56
</TABLE>


  The sum of the quarterly net income per share amounts may not equal the
  reported annual amount because each is computed independently based
  upon the weighted-average number of shares outstanding for the period.


<PAGE>


INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders,
The E. W. Scripps Company:

We have audited the accompanying consolidated balance sheets of The E. W.
Scripps Company and subsidiary companies ("Company") as of December 31,
2000 and 1999, and the related consolidated statements of income, cash
flows and comprehensive income and stockholders' equity for each of the
three years in the period ended December 31, 2000.  Our audits also
included the financial statement schedule listed in the Index at Item S-1.
These financial statements and financial statement schedule are the
responsibility of the Company's management.  Our responsibility is to
express an opinion on the financial statements and financial statement
schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards in the United States of America.  Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
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, such consolidated financial statements present fairly, in
all material respects, the financial position of the Company at December
31, 2000 and 1999, and the results of its operations and cash flows for
each of the three years in the period ended December 31, 2000 in conformity
with generally accepted accounting principles in the United States of
America.  Also, in our opinion, such financial statement schedule, when
considered in relation to the basic consolidated financial statements taken
as a whole, presents fairly in all material respects the information set
forth therein.

As discussed in Note 1 to the financial statements in 2000 the Company
changed its method of accounting for inventory from last-in, first-out to
first-in, first-out and, retroactively, restated the 1999 and 1998
financial statements for the change.







DELOITTE & TOUCHE LLP
Cincinnati, Ohio
January 23, 2001

<PAGE>


                            THE E. W. SCRIPPS COMPANY

               Index to Consolidated Financial Statement Schedules

Valuation and Qualifying Accounts                                 S-2

<PAGE>

<TABLE>
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998                                                                 SCHEDULE II
<CAPTION>
( in thousands )
                      COLUMN A                           COLUMN B      COLUMN C     COLUMN D       COLUMN E          COLUMN F

                                                                                                   INCREASE
                                                                       ADDITIONS   DEDUCTIONS     (DECREASE)
                                                          BALANCE     CHARGED TO     AMOUNTS       RECORDED           BALANCE
                                                         BEGINNING     COSTS AND     CHARGED     ACQUISITIONS         END OF
                   CLASSIFICATION                        OF PERIOD     EXPENSES      OFF-NET    (DIVESTITURES)        PERIOD

<S>                                                   <C>           <C>          <C>          <C>               <C>
YEAR ENDED DECEMBER 31, 2000:
Allowance for doubtful
    accounts receivable                               $      11,266 $     14,648 $     11,345 $          (678)  $         13,891

YEAR ENDED DECEMBER 31, 1999:
Allowance for doubtful
    accounts receivable                               $       7,689 $     10,754 $      7,177                   $         11,266


YEAR ENDED DECEMBER 31, 1998:
Allowance for doubtful
    accounts receivable                               $       6,410 $      7,634 $      6,470 $            115  $          7,689
</TABLE>

<PAGE>

<TABLE>
                  THE E. W. SCRIPPS COMPANY

                      Index to Exhibits

<CAPTION>


Exhibit                                                                                                                  Exhibit No.
Number                                                Description of Item                                        Page   Incorporated
<S>     <C>                                                                                                       <C>       <C>
 3.01   Articles of Incorporation                                                                                 (5)        3.01
 3.02   Code of Regulations                                                                                       (5)        3.02
 4.01   Class A Common Share Certificate                                                                          (2)         4
 4.02A  Form of Indenture:  6.375% notes due in 2002                                                              (3)        4.1
 4.02B  Form of Indenture:  6.625% notes due in 2007                                                              (3)        4.1
 4.03A  Form of Debt Securities:  6.375% notes due in 2002                                                        (3)        4.2
 4.03B  Form of Debt Securities:  6.625% notes due in 2007                                                        (3)        4.2
 10.01  Amended and Restated Joint Operating Agreement, dated January 1, 1979, among
            Journal Publishing Company, New Mexico State Tribune Company and
            Albuquerque Publishing Company, as amended                                                            (1)       10.01
 10.02  Amended and Restated Joint Operating Agreement, dated February 29, 1988, among
            Birmingham News Company and Birmingham Post Company                                                   (1)       10.02
 10.03  Joint Operating Agreement, dated September 23, 1977, between the
            Cincinnati Enquirer, Inc. and the Company, as amended                                                 (1)       10.03
 10.04  Joint Operating Agreement Among The Denver Post Corporation, Eastern
             Colorado Production Facilities, Inc., Denver Post Production Facilities LLC
             and The Denver Publishing Company dated as May 11, 2000, as amended                                  E-6
 10.06  Building Lease, dated April 25, 1984, among Albuquerque Publishing Company,
            Number Seven and Jefferson Building Partnership                                                       (1)       10.08A
10.06A  Ground Lease, dated April 25, 1984, among Albuquerque Publishing Company,
            New Mexico State Tribune Company, Number Seven and Jefferson Building
            Partnership                                                                                           (1)       10.08B
 10.07  Agreement, dated August 17, 1989, between United Feature Syndicate, Inc. and
            Charles M. Schulz and the Trustees of the Schulz Family Renewal Copyright
            Trust, as amended                                                                                     (1)       10.11
 10.40  5-Year Competitive Advance and Revolving Credit Agreement, dated as of
            September 26, 1997, among The E. W. Scripps Company, the Banks named
            therein, The Chase Manhattan Bank, as Agent, and J. P. Morgan & Co., as
            Documentation Agent                                                                                   (3)        10.1
 10.41  364-Day Competitive Advance and Revolving Credit Agreement, dated as of
            September 26, 1997, among The E. W. Scripps Company, the Banks named
            therein, The Chase Manhattan Bank, as Agent, and J. P. Morgan & Co., as
            Documentation Agent                                                                                   (3)        10.2
 10.53  1987 Long-Term Incentive Plan                                                                             (1)       10.36
 10.54  Agreement, dated December 24, 1959, between the Company and Charles E. Scripps,
            as amended                                                                                            (1)       10.39A
10.54A  Assignment, Assumption, and Release Agreement, dated December 31, 1987,
            between the Company, Scripps Howard, Inc. and Charles E. Scripps                                      (1)       10.39B
10.54B  Amendment, dated June 21, 1988 to December 24, 1959 Agreement between
            the Company and Charles E. Scripps                                                                    (1)       10.39C
 10.55  Board Representation Agreement, dated March 14, 1986, between
            The Edward W. Scripps Trust and John P. Scripps                                                       (1)       10.44
 10.56  Shareholder Agreement, dated March 14, 1986, between the Company and the
            Shareholders of John P. Scripps Newspapers                                                            (1)       10.45
 10.57  Scripps Family Agreement dated October 15, 1992                                                           (4)         1
 10.58  1997 Long-Term Incentive Plan                                                                             (6)         4B
 10.59  Non-Employee Directors' Stock Option Plan                                                                 (6)         4A
 10.60  1997 Deferred Compensation and Phantom Stock Plan for Senior Officers
            and Selected Executives                                                                               (7)         4A
 10.61  1997 Deferred Compensation and Stock Plan for Directors                                                   (8)       10.61
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Exhibit                                                                                                                 Exhibit No.
Number                                                Description of Item                                        Page   Incorporated
 <S>    <C>                                                                                                       <C>    <C>
 10.62  Employment Agreement, dated July 20, 1999, between the Company
             and Kenneth W. Lowe                                                                                  E-7
  12    Computation of Ratio of Earnings to Fixed Charges for the Three Years Ended
             December 31, 2000                                                                                    E-3
  21    Subsidiaries of the Company                                                                               E-4
  23    Independent Auditors' Consent                                                                             E-5
</TABLE>


  (1) Incorporated by reference to Registration Statement of
      The E. W. Scripps Company on Form S-1 (File No. 33-21714).

  (2) Incorporated by reference to The E. W. Scripps
      Company Annual Report on Form 10-K for the year ended
      December 31, 1990.

  (3) Incorporated by reference to Registration
      Statement on Form S-3 (File No. 33-36641).

  (4) Incorporated by reference to The E. W. Scripps
      Company Current Report on Form 8-K dated October 15,
      1992.

  (5) Incorporated by reference to Scripps Howard, Inc.
      Registration Statement on Form 10 (File No. 1-11969).

  (6) Incorporated by reference to Registration
      Statement of The  E. W. Scripps Company on Form S-8
      (File No. 333-27623).

  (7) Incorporated by reference to Registration
      Statement of The E. W. Scripps Company on Form S-8
      (File No. 333-27621).

  (8) Incorporated by reference to The E. W. Scripps
      Company Annual Report on Form 10-K for the year ended
      December 31, 1998.







</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>FIXED CHARGES
<TEXT>



<TABLE>
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES                                                                  EXHIBIT 12
<CAPTION>
( in thousands )
                                                                                     Years ended December 31,
                                                                          2000                  1999                1998

<S>                                                                <C>               <C>                     <C>
EARNINGS AS DEFINED:
Earnings from operations before income taxes after eliminating
     undistributed earnings of 20%- to 50%-owned affiliates        $        279,478  $               255,247 $        229,611
Fixed charges excluding capitalized interest and preferred stock
     dividends of majority-owned subsidiary companies                        58,361                   50,668           52,113

Earnings as defined                                                $        337,839  $               305,915 $        281,724

FIXED CHARGES AS DEFINED:
Interest expense, including amortization of debt issue costs       $         51,934  $                45,219 $         47,108
Interest capitalized                                                            206                      356              341
Portion of rental expense representative of the interest factor               6,427                    5,449            5,005
Preferred stock dividends of majority-owned subsidiary companies                 80                       80               80

Fixed charges as defined                                           $         58,647  $                51,104 $         52,534

RATIO OF EARNINGS TO FIXED CHARGES                                             5.76                     5.99             5.36
</TABLE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>SUBSIDIARIES OF COMPANY
<TEXT>


<TABLE>
                     SUBSIDIARIES OF THE COMPANY                                                                     EXHIBIT 21
<CAPTION>



                                                                                                                    Jurisidiction of
                                               Name of Subsidiary                                                    Incorporation

<S>                                                                                                                  <C>
BRV, Inc. (Bremerton Sun, Redding Record Searchlight, Ventura County Newspapers)                                       California
Birmingham Post Company (Birmingham Post Herald)                                                                        Alabama
Boulder Publishing Company (Boulder Daily Camera)                                                                       Colorado
Channel 7 of Detroit, Inc., (WXYZ)                                                                                      Michigan
Collier County Publishing Company (The Naples Daily News)                                                               Florida
Denver Publishing Company (Rocky Mountain News)                                                                         Colorado
Evansville Courier Company, Inc., 91.5%-owned
     (The Evansville Courier Company, The Henderson Gleaner)                                                            Indiana
Independent Publishing Company (Anderson Independent Mail)                                                           South Carolina
Knoxville News-Sentinel Company                                                                                         Delaware
Memphis Publishing Company, 91.3%-owned (The Commercial Appeal)                                                         Delaware
New Mexico State Tribune Company (The Albuquerque Tribune)                                                             New Mexico
Scripps Texas Newspapers L.P. (Corpus Christi Caller-Times, Abilene Reporter-News,
    Wichita Falls Times Record News, San Angelo Standard-Times)                                                         Delaware
Scripps Howard Broadcasting Company, (WMAR, Baltimore; WCPO, Cincinnati;
    WEWS, Cleveland; KSHB, Kansas City; KMCI, Lawrence; KNXV, Phoenix,
    KJRH, Tulsa; WPTV, West Palm Beach)                                                                                   Ohio
Scripps Networks, Inc., (Home & Garden Television, Do It Yourself Network;
    The Television Food Network, G.P., 64%-owned)                                                                       Deleware
Scripps Howard Publishing Co. (Scripps Howard News Service)                                                             Delaware
Scripps Ventures, LLC                                                                                                   Delaware
Scripps Treasure Coast Publishing Company (Ft. Pierce Tribune, Jupiter Courier,
     Stuart News, Vero Beach Press Journal)                                                                             Florida
Tampa Bay Television, Inc., (WFTS)                                                                                      Delaware
United Feature Syndicate, Inc. (United Media, Newspaper Enterprise Association)                                         New York
</TABLE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>AUDITOR'S CONSENT
<TEXT>

                    INDEPENDENT AUDITORS' CONSENT       EXHIBIT 23


We consent to the incorporation by reference in Registration
Statements Nos. 33-53953, 33-32740, 33-35525, 33-47828, 33-
63398, 33-59701, 333-27621, 333-27623 and 333-40767 of The
E. W. Scripps Company and subsidiary companies on Form S-8
and Registration Statement No. 33-36641 of The E. W. Scripps
Company and subsidiary companies on Form S-3 of our report
dated January 23, 2001, appearing in this Annual Report on
Form 10-K of The E. W. Scripps Company and subsidiary
companies for the year ended December 31, 2000.










DELOITTE & TOUCHE LLP
Cincinnati, Ohio
March 27, 2001







</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>DENVER JOA AGREEMENT
<TEXT>

 FIRST AMENDMENT TO JOINT OPERATING AGREEMENT         EXHIBIT 10.04

     This FIRST AMENDMENT TO JOINT OPERATING AGREEMENT (this
"Amendment") is dated January 22, 2001, by and among The Denver
Post Corporation, a Delaware corporation ("Denver Post"), Eastern
Colorado Production Facilities, Inc., a Delaware corporation
("Eastern Colorado" and together with Denver Post, the "Post
Entities"), Denver Newspaper Agency LLP, a Delaware limited
liability partnership (the "LLP") and The Denver Publishing
Company, a Colorado corporation ("Denver Publishing").

                           RECITALS

     WHEREAS, the Post Entities, Denver Post Production
Facilities LLC, a Delaware limited liability company (the
"LLC"), and Denver Publishing previously entered into that
certain Joint Operating Agreement (the "Original Agreement"),
dated as of May 11, 2000, pursuant to which the parties agreed
to combine certain newspaper properties into a single business
operation in the form of a Delaware limited liability company;

     WHEREAS, the LLC has been converted into a Delaware limited
liability partnership, and in connection therewith, changed its
name to "The Denver Newspaper Agency LLP"; and

     WHEREAS, the parties now desire to amend the Original
Agreement to reflect that the business operations described
therein shall be conducted in the form of a Delaware limited
liability partnership and not a Delaware limited liability
company, and to make certain changes as set forth herein.

     NOW, THEREFORE, in consideration of the Original Agreement and
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:

                          AGREEMENT

     1. Amendment.

          (a)  The Original Agreement is hereby amended by (i)
     substituting "The Denver Newspaper Agency LLP, a Delaware
     limited liability partnership" for any and all references to
     "Denver Post Production Facilities LLC, a Delaware limited
     liability company," (ii) substituting "the LLP" for any and
     all references to "the LLC" and (iii) removing any and all
     references to the LLC changing its name to "The Denver
     Newspaper Agency LLP." This Section 1(a) is intended to
     reflect in the Original Agreement the conversion of Denver
     Post Production Facilities LLC into Denver Newspaper Agency
     LLP and, notwithstanding anything else to the contrary in this
     Section 1(a), shall be applied consistently with such intent.

          (b)  The Original Agreement is hereby amended by adding
     the clause", as amended by that certain First Amendment to
     Contribution and Sale Agreement, dated January 22, 2001, by and
     among the Post Entities, Denver Publishing, and the LLP,"
     after any reference therein to "The Denver Newspaper Agency
     Contribution and Sale Agreement."

         (c)  The Original Agreement is hereby amended by
     deleting all references to "Limited Liability Company
     Operating Agreement" and replacing such references with
     "Limited Liability Partnership Agreement."

         (d)  The Original Agreement is hereby amended by deleting
     in its entirety the form of Denver Newspaper Agency Limited
     Liability Company Operating Agreement attached as Exhibit B
     to the Original Agreement and replacing such Exhibit B with
     the form of Denver Newspaper Agency Limited Liability
     Partnership Agreement attached as Exhibit A hereto.

         (e)  The Original Agreement is hereby amended by deleting
     Section 1.13 in its entirety and replacing it with the
     following:

              " 1.13 Limitation on Assumption of Liabilities. On
         the Effective Date, the LLP shall assume and be
         responsible for only those liabilities or obligations of
         Denver Post and Denver Publishing that are specifically
         contemplated by this Agreement and The Denver Newspaper
         Agency Contribution and Sale Agreement to be assumed by
         the LLP and for no others. In addition to any
         liabilities which may be defined as Denver Post Excluded
         Liabilities or Denver Publishing Excluded Liabilities in
         The Denver Newspaper Agency Contribution and Sale
         Agreement, the liabilities to be assumed by the LLP on
         the Effective Date shall not include any of the
         following liabilities (all of which shall hereinafter
         collectively be deemed "Excluded Liabilities"): All
         intercompany indebtedness, all indebtedness for borrowed
         money (other than capital leases related to the
         operations of The Denver Post or Denver Rocky Mountain
         News), all deferred tax liabilities of whatever nature,
         all accrued income or franchise tax liabilities, all
         liabilities for failure to perform or discharge in a
         timely manner prior to the Effective Date any liability
         to be assigned to the LLP as of the Effective Date
         hereof, all liabilities arising from any breach
         occurring prior to the Effective Date under any
         contract, license or other instrument to be assigned to
         the LLP as of the Effective Date, all liabilities
         arising from any litigation pending or threatened as of
         the Effective Date with respect to the operations of
         Denver Post or Denver Publishing or any assets to be
         transferred to the LLP as of the Effective Date, all
         liabilities arising out of any violations occurring
         prior to the Effective Date of any law or governmental
         regulation applicable to the operations of Denver Post
         or Denver Publishing or the assets being transferred to
         the LLP as of the Effective Date, and any current
         liabilities in the nature of accounts payable or other
         accrued liabilities; provided, however, the current
         liabilities shall exclude (i) the current portion of the
         capital leases relating to the respective operations of
         The Denver Post and Denver Rocky Mountain News and (ii)
         the unfulfilled portion of the prepaid subscription
         liabilities for each of The Denver Post and Denver Rocky
         Mountain News, and, thus, each shall not be included in
         the term "Excluded Liabilities".


              Denver Post and Denver Publishing, respectively,
         shall indemnify and hold the other party and the LLP
         harmless against any and all damage, loss and cost
         (including reasonable attorneys' fees) arising out of or
         related to any Excluded Liability or any other liability
         or obligation of the indemnifying party that is not to
         be assumed by the LLP as of the Effective Date pursuant
         to this Agreement or The Denver Newspaper Agency
         Contribution and Sale Agreement."

         (f)  The Original Agreement is hereby amended by
     deleting Exhibit C and Exhibit D in their entirety and
     replacing them with Exhibit B attached hereto, with respect
     to Exhibit C in the Original Agreement, and Exhibit C
     attached hereto, with respect to Exhibit D in the Original
     Agreement.

          (g)  Section 1.6(d) of the Original Agreement is hereby
     amended by (i) deleting the word "and" immediately before
     clause (d) of such Section 1.6(d), and (ii) adding the
     following language before the period at the end of such clause
     (d) of Section 1.6(d): "and (e) an amount equal to the
     Excluded Payables (as such term is defined in The Denver
     Newspaper Agency Limited Liability Partnership Agreement)
     shall be treated as if such Excluded Payables had been assumed
     by the LLP for all purposes of this Section 1.6."

     2. Representations and Warranties. Each of the parties hereto
represents and warrants to each of the other parties hereto that
the following statements are true and correct as of the date
hereof:

          (a)  Such party has all requisite corporate or limited
     liability company power and authority to execute and deliver
     this Amendment; and

         (b)  The execution and delivery of this Amendment will not
     conflict with, violate, or result in the breach of any term or
     provision of, or immediately or with the giving of notice, the
     passage of time, or both, constitute a default or event of
     default under any agreement, indenture, deed of trust,
     mortgage, instrument, order, law, decree or regulation to
     which such person is a party.

     3. Miscellaneous.

         (a)  This Amendment may be executed in any number of
     counterparts, and each counterpart hereof shall be deemed to
     be an original instrument, but all such counterparts shall
     constitute but one Agreement.

         (b)  This Amendment shall bind and inure to the benefit of
     the parties hereto, and their respective successors and
     assigns.

          (c)  This Amendment shall be governed by and construed
     and interpreted in accordance with the substantive laws of
     the State of Delaware.


     IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Agreement as of the date and year first
written above.

                             THE DENVER POST CORPORATION


                             By:
                             Name: Joseph J. Lodovic, IV
                             Title: Executive Vice President
                             and Chief Financial Officer

                             EASTERN COLORADO PRODUCTION
                             FACILITIES, INC.


                             By:
                             Name: Joseph J. Lodovic, IV
                             Title: Executive Vice President
                             and Chief Financial Officer



                             DENVER NEWSPAPER AGENCY LLP

                             By: The Denver Post Corporation


                                 By:
                                 Name: Joseph J. Lodovic, IV
                                 Title: Executive Vice President
                                 and Chief Financial Officer

                            By: The Denver Publishing Company


                                 By:
                                 Name:
                                 Title:


                            THE DENVER PUBLISHING COMPANY


                            By:
                            Name:
                            Title:









                    Joint Operating Agreement





                              Among


                  The Denver Post Corporation,

          Eastern Colorado Production Facilities, Inc.,

              Denver Post Production Facilities LLC

                               And

                  The Denver Publishing Company










                           Dated as of
                          May 11, 2000



                        TABLE OF CONTENTS



                            ARTICLE 1
                             The LLC

 1.1  Denver Post Production Facilities LLC.                       2
 1.2  Amendment and Restatement of Operating Agreement; Change
      of Name; Additional Capital Contribution by Denver Post.     3
 1.3  Sale of a Portion of Denver Post's Membership Interest in
      LLC to Denver Publishing; Initial Capital Contribution
      by Denver Publishing.                                        4
 1.4  Form of Additional Capital Contribution of Denver Post.      5
 1.5  Form of Initial Capital Contribution of Denver Publishing.   6
 1.6  Valuation of Certain Capital Contributions; Adjustment.      7
 1.7  Other Capital Contributions.                                 9
 1.8  Failure to Make Payments.                                   10
 1.9  Contracts, Leases, Permits and Commitments; Assumption.     10
 1.10 Advertising Contracts.                                      12
 1.11 Subscription Contracts.                                     13
 1.12 Accounts Receivable.                                        13
 1.13 Limitation on Assumption of Liabilities.                    14
 1.14 Delivery of Books and Records.                              15
 1.15 Use of Facilities and Properties.                           15
 1.16 Employees.                                                  15
 1.17 Newsprint Purchases.                                        18
 1.18 Initial Activities of the LLC                               19

                            ARTICLE 2
                      Activities of the LLC

 2.1  Publication of Newspapers.                                  19
 2.2  Property Used.                                              21
 2.3  Editorial Independence.                                     22
 2.4  News and Editorial Services and Expenses.                   22
 2.5  Office Space.                                               27

                            ARTICLE 3
                 Quality of Content and Budgets

 3.1  Quality of Content.                                         27
 3.2  Budgets.                                                    28

                            ARTICLE 4
     Duties of LLC, Including Distribution of Available Cash

 4.1  Duties of LLC.                                              28
 4.2  Allocation of Profits or Losses and Distributions of Cash.  29
 4.3  Books and Records.                                          30
 4.4  Financial Statements.                                       30
 4.5  Auditors and Fiscal Year.                                   31
 4.6  Tax Returns.                                                32

                            ARTICLE 5
                        Governance of LLC

 5.1  Management Committee.                                       33
 5.2  The President and Chief Executive Officer.                  35
 5.3  Certain Other Matters.                                      35
 5.4  Compensation.                                               35

                            ARTICLE 6
                          Other Matters

 6.1  Representations and Warranties.                             35
 6.2  Certain Action.                                             37
 6.3  NPA Filing.                                                 37
 6.4  Announcements.                                              38
 6.5  Interim Covenants.                                          39

                            ARTICLE 7
                      Duration; Termination

 7.1  Term.                                                       41
 7.2  Termination of this Agreement; Dissolution of the LLC.      42
 7.3  Termination at End of Term.                                 44
 7.4  Transfers of Interests Under the Agreement and The Denver
      Newspaper Agency Limited Liability Company Operating
      Agreement.                                                  45

                            ARTICLE 8
                      Costs and Liabilities

 8.1  Responsibility for Costs.                                   46
 8.2  Nature of Relationship.                                     47
 8.3  Members' Individual Responsibilities.                       47
 8.4  LLC's Responsibility.                                       48
 8.5  Force Majeure.                                              48

                            ARTICLE 9
                          Miscellaneous

 9.1  Notices.                                                    49
 9.2  Non-Assignability.                                          50
 9.3  Entire Understanding.                                       51
 9.4  Headings.                                                   51
 9.5  Governing Law.                                              51
 9.6  Modifications.                                              51
 9.7  Severability.                                               51
 9.8  Specific Performance.                                       52
 9.9  No Third Party Beneficiaries.                               52


                            EXHIBITS

Exhibit A        Denver  Newspaper Agency Contribution and Sale
                 Agreement

Exhibit B        Denver  Newspaper  Agency Limited  Liability
                 Company Operating Agreement

Exhibit C        Denver  Newspaper Agency License for  Denver
                 Post Names and Denver Post Intangibles

Exhibit D        Denver  Newspaper Agency  License  for  News
                 Names and News Intangibles




                    JOINT OPERATING AGREEMENT



      This Joint Operating Agreement (hereinafter the "Agreement"

or  "The  Denver  Newspaper Agency Joint  Operating  Agreement"),

dated as of May 11, 2000, is entered into by and among The Denver

Post  Corporation,  a Delaware corporation ("Denver  Post"),  The

Denver   Publishing  Company,  a  Colorado  corporation  ("Denver

Publishing")  and  Denver  Post  Production  Facilities  LLC,   a

Delaware limited liability company.

     Denver Post currently publishes The Denver Post each weekday

and  weekend  morning,  in Denver, Colorado.   Denver  Publishing

currently  publishes Denver Rocky Mountain News each weekday  and

weekend  morning, in Denver, Colorado.  Both The Denver Post  and

Denver Rocky Mountain News (each, hereinafter, a "Newspaper", and

both   hereinafter,  the  "Newspapers")  have  substantial   paid

circulations  in  the  Denver,  Colorado  metropolitan  area  and

throughout the State of Colorado;

     Although The Denver Post generates operating profits, Denver

Rocky  Mountain News suffers substantial operating losses and  is

currently in probable danger of financial failure;

      The  parties  to this Agreement believe that  the  probable

failure  of  Denver Rocky Mountain News can be avoided  and  that

both  Newspapers  can  be  published  profitably  in  the  future

provided  that  (1)  they enter into a joint newspaper  operating

arrangement  (a  "JOA")  pursuant to which  their  operating  and

business  functions (but not their news and editorial  functions)

are  appropriately combined, (2) both The Denver Post and  Denver

Rocky  Mountain  News continue separately to  be  published  each

weekday  morning, (3) a special edition of Denver Rocky  Mountain

News  is  published  each Saturday morning  containing  editorial

pages  from both Denver Rocky Mountain News and The Denver  Post,

under  a  new,  joint masthead and (4) a special edition  of  The

Sunday  Denver  Post is published each Sunday morning  containing

editorial  pages  from  both The Denver  Post  and  Denver  Rocky

Mountain News, under a new joint masthead;

      Accordingly, the parties have agreed to enter into a  joint

newspaper  operating arrangement, which they  believe  meets  the

requirements of and is entitled to the protection afforded by the

Newspaper Preservation Act, 15 U.S.C. 1801 et seq. ("NPA").   The

parties  have determined that such an arrangement will serve  not

only  their  best  interests, but also those of their  employees,

their  subscribers, their advertisers and the  communities  which

they serve.

      NOW, THEREFORE, in consideration of the premises and of the

mutual  covenants  and  agreements  hereinafter  set  forth,  the

parties agree as follows:



                            ARTICLE 1
                             The LLC


     1.1  Denver Post Production Facilities LLC.

   Prior to the execution of this Agreement, Denver Post and  its

wholly  owned subsidiary, Eastern Colorado Production Facilities,

Inc.,  a  Delaware corporation ("Eastern Colorado"  and  together

with  Denver Post the "Post Entities")) caused to be formed under

the  laws  of  the State of Delaware a limited liability  company

named  "Denver Post Production Facilities LLC" (the "LLC").    In

exchange  for  its  and  Eastern Colorado's membership  interests

therein,  Denver  Post itself and on behalf of  Eastern  Colorado

transferred   to  the  LLC  the  following  assets  (hereinafter,

collectively, "Denver Post Initial Capital Contribution"):

           (a)   all real property and all appurtenances  thereto

and  equipment  thereon  located  at  4495  Fox  Street,  Denver,

Colorado  (hereinafter, collectively the "Denver Post  Production

Facility"); and,

           (b)  all furniture, fixtures, improvements, equipment,

machinery, parts, computer hardware, tools, printing presses  and

other  tangible  property located at the Denver  Post  Production

Facility  other  than  vehicles,  leased  personal  property  and

Inventory  (as  defined in the Contribution  and  Sale  Agreement

appended as Exhibit A hereto).



      1.2   Amendment  and  Restatement of  Operating  Agreement;

Change of Name; Additional Capital Contribution by Denver Post.

           (a)  As of the Effective Date, as hereinafter defined,

the  Post Entities and the LLC shall jointly and severally  cause

the  LLC to change its name to "The Denver Newspaper Agency LLC,"

to  amend  and restate the LLC's operating agreement in the  form

appended  as Exhibit B hereto (hereinafter "The Denver  Newspaper

Agency  Limited Liability Company Operating Agreement"),  and  to

cause to be made to and received by the LLC an additional capital

contribution  from  Denver  Post, hereinafter  the  "Denver  Post

Additional  Capital  Contributions," in  the  form  described  in

Section 1.4 of this Agreement.

           (b)   Concurrently with the foregoing,  Post  Entities

shall also assign to the LLC, and the LLC shall assume and become

fully  liable  for,  all  of  the  liabilities  relating  to  the

operation  of The Denver Post and/or the Denver Post  Contributed

Assets which are defined as "Denver Post Assumed Liabilities"  in

Section 2.3 of The Denver Newspaper Agency Contribution and  Sale

Agreement  (hereinafter  collectively  also,  the  "Denver   Post

Assumed  Liabilities").  Upon the LLC's assumption of the  Denver

Post  Assumed  Liabilities, Denver Post  shall  have  no  further

obligation or liability with respect thereto, and the  LLC  shall

pay  and discharge all such assumed liabilities in full and in  a

timely manner.

           (c)   As used in this Agreement, the "Effective  Date"

shall  be  the  first business day of the first month  commencing

following  the later of (i) the day on which the written  consent

of  the  Attorney General of the United States becomes effective,

as  provided in Section 4(b) of the NPA, and in Section 48.14  of

the  Regulations under the NPA (28 CFR 48.1), and as contemplated

by  Section 6.3 of this Agreement, provided that no injunction or

restraining  order  shall then be in effect  which  restrains  or

prohibits  the carrying out of this Agreement or the consummation

of  any  of the transactions contemplated hereby and all  of  the

material  conditions for the closing of such  transactions  shall

then  have  been  satisfied,  or  (ii)  if  such  injunction   or

restraining  order is in effect, the first day  on  which  it  is

removed  or eliminated without further right of appeal,  and  all

such conditions have been satisfied.



      1.3  Sale of a Portion of Denver Post's Membership Interest

in  LLC  to  Denver Publishing; Initial Capital  Contribution  by

Denver Publishing.

           (a)   Immediately following the implementation of  the

various  matters described and set forth in Section  1.2,  Denver

Publishing shall (x) in exchange for a Percentage Interest  equal

to  Sixty Million Dollars ($60,000,000) divided by the then  fair

market value of the net assets of the LLC, pay to Denver Post the

cash sum of Sixty Million Dollars ($60,000,000), hereinafter  the

"Purchase Price" and (y) make an initial capital contribution  to

the  LLC,  hereinafter  the  "Denver Publishing  Initial  Capital

Contribution,"  in  the form set forth in  Section  1.5  of  this

Agreement  such  that  after  such contribution,  the  Percentage

Interests in the LLC shall be 50% for Denver Publishing, 49%  for

Denver Post and 1% for Eastern Colorado.

          (b)  Concurrently with the foregoing, Denver Publishing

shall  assign to the LLC, and the LLC shall, except as  otherwise

provided  in this Agreement, assume and become fully liable  for,

all of the liabilities relating to the operations of Denver Rocky

Mountain  News  and/or the Denver Publishing  Contributed  Assets

which  are defined as "Denver Publishing Assumed Liabilities"  in

Section 3.3 of The Denver Newspaper Agency Contribution and  Sale

Agreement  (hereinafter collectively also, the "Denver Publishing

Assumed  Liabilities").  Upon the LLC's assumption of the  Denver

Publishing Assumed Liabilities, Denver Publishing shall  have  no

further obligation or liability with respect thereto, and the LLC

shall pay and discharge all such assumed liabilities in full  and

in a timely manner.



     1.4  Form of Additional Capital Contribution of Denver Post.

           (a)   Denver  Post's  Additional Capital  Contribution

shall consist of the cash sum of One Million Dollars ($1,000,000)

and  all  of  its  rights,  title, and  interest  not  previously

contributed  to  the  LLC in and to the specific  properties  and

assets  currently  used or held for use in  connection  with  the

production  and publication of The Denver Post which are  defined

as the "Additional Denver Post Contributed Assets" in Section 2.1

of  The  Contribution and Sale Agreement of  even  date  herewith

entered  into  by  the parties hereto (hereinafter,  "The  Denver

Newspaper  Agency  Contribution  and  Sale  Agreement"  and  also

hereinafter  collectively the "Additional Denver Post Contributed

Assets").  A copy of The Denver Newspaper Agency Contribution and

Sale Agreement is appended as Exhibit B to this Agreement.

           (b)   The assets defined in Section 2.2 of The  Denver

Newspaper Agency Contribution and Sale Agreement as "Denver  Post

Excluded  Assets" shall not constitute any part of the Additional

Denver  Post  Contributed Assets but shall  remain  the  separate

property  of  Denver  Post  from and after  the  Effective  Date.

Notwithstanding the foregoing, Denver Post shall grant to the LLC

a  royalty-free license with respect to such of the  Denver  Post

Excluded Assets as are defined as the Denver Post Names  and  the

Denver  Post  Intangibles in Section 2.2 of The Denver  Newspaper

Agency Contribution and Sale Agreement.  Such license shall be in

the form attached hereto as Exhibit C, which shall be executed by

Denver Post and delivered to the LLC on the Effective Date.



       1.5   Form  of  Initial  Capital  Contribution  of  Denver

Publishing.

           (a)   Denver Publishing's Initial Capital Contribution

shall consist of the cash sum of One Million Dollars ($1,000,000)

and all of its rights, title, and interest in and to the specific

properties and assets used or held for use in connection with the

production  and publication of Denver Rocky Mountain  News  which

are  defined as "Denver Publishing Contributed Assets" in Section

3.1   of  The  Denver  Newspaper  Agency  Contribution  and  Sale

Agreement  (hereinafter collectively also, the "Denver Publishing

Contributed Assets").

           (b)   The assets defined in Section 3.2 of The  Denver

Newspaper  Agency  Contribution and  Sale  Agreement  as  "Denver

Publishing Excluded Assets" shall not constitute any part of  the

Denver  Publishing  Contributed  Assets  but  shall  remain   the

separate  property  of  Denver  Publishing  from  and  after  the

Effective Date.  Notwithstanding the foregoing, Denver Publishing

shall  grant  to the LLC a royalty-free license with  respect  to

such  of the Denver Publishing Excluded Assets as are defined  as

the  News  Names and the News Intangibles in Section 3.2  of  The

Denver  Newspaper Agency Contribution and Sale  Agreement.   Such

license shall be in the form attached hereto as Exhibit D,  which

shall  be executed by Denver Publishing and delivered to the  LLC

on the Effective Date.



     1.6  Valuation of Certain Capital Contributions; Adjustment.

           (a)  Subject to the making of the True-Up Contribution

(as  hereinafter defined), each of the parties to this  Agreement

agrees,  for  all  purposes with respect to this  Agreement,  The

Denver  Newspaper  Agency  Limited  Liability  Company  Operating

Agreement and The Denver Newspaper Agency Contribution  and  Sale

Agreement,  that the fair market value of (i) Denver  Post's  and

Eastern  Colorado's  aggregate  Initial  and  Additional  Capital

Contributions and aggregate capital account balances and (ii) the

Purchase   Price   and   Denver  Publishing's   Initial   Capital

Contribution and capital account balance, shall be deemed  to  be

equal.

          (b)  To the extent that the aggregate value, determined

(except  as  hereinafter expressly provided) in  accordance  with

generally accepted accounting principles consistently applied, of

the  working  capital contributed to the LLC as of the  Effective

Date  by  each  of  Post  Entities and  Denver  Publishing  as  a

consequence of Post Entities' Additional Capital Contribution and

Denver  Publishing's  Initial Capital Contribution  differs,  the

party  whose working capital contribution is the lesser in  value

shall  promptly following the final determination of  such  value

(as  hereinafter  provided) contribute to the LLC  an  additional

cash sum (the "True-Up Contribution") equal to the difference  in

value  of  the parties' respective working capital contributions.

Once  made, such True-Up Contribution shall be deemed to be  part

of  the  capital  contribution of the party making  such  True-Up

Contribution  and aggregate capital contributions  and  aggregate

capital  accounts of the Post Entities shall be deemed  equal  to

the   capital   contribution  and  capital  account  of  Denver

Publishing.

           (c)   For  purposes of determining the amount  of  any

required True-Up Contribution, the determination of the value  of

the  working  capital contributed to the LLC as of the  Effective

Date  by  each  of  Denver Post and Denver  Publishing  shall  be

determined  by  the party making such contribution  upon  written

notice  to  the other parties to this Agreement and the  LLC  not

later  than one hundred fifty (150) days following the  Effective

Date.

           (d)   Except  as expressly hereinafter provided,  such

determination shall be similarly made with respect to both Denver

Post  and  Denver Publishing, on the basis of generally  accepted

accounting principles consistently applied.  Notwithstanding  the

foregoing, for the purpose of such calculations (a) all newsprint

inventories of Denver Post and Denver Publishing shall be  valued

at  book  value  (without any corporate or  other  mark-up),  (b)

current  liabilities  shall include  the  present  value  of  all

capital  leases  relating  to the respective  operations  of  The

Denver  Post and Denver Rocky Mountain News (provided,  that  for

such  purpose  The  New York Times press lease  relating  to  The

Denver  Post  shall not be considered a capital  lease  for  this

purpose  as  long  as the revenues derived by the  LLC  from  the

future  operations  of this press (excluding  current  commercial

printing  jobs currently printed elsewhere by Denver Post)  equal

or  exceed  payments by the LLC for such years pursuant  to  such

lease),  and  (c) all trade accounts receivable shall  be  valued

based upon the actual collections of the LLC with respect thereto

during the 120 day period immediately following the Closing (with

no value being attributed to any receivables remaining unpaid 120

days  following  the Closing, provided that any  sums  thereafter

collected   with  respect  to  such  receivables   shall   belong

exclusively to the party assigning such receivables to the  LLC),

and  (d)  the  unfulfilled  portion of the  prepaid  subscription

liabilities for each of The Denver Post and Denver Rocky Mountain

News  as of the Effective Date shall each be valued based upon  a

value  of Twenty-Five Cents ($0.25) for each copy of the  weekday

and  Saturday  editions of each Newspaper and One Dollar  ($1.00)

for each copy of each Sunday edition of each Newspaper due to  be

delivered subsequent to the Effective Date.

           (e)   If  either  party objects to the  other  party's

determination of the amount of working capital it contributed  to

the  LLC, such objection shall be communicated in writing to  all

of  the other parties to this Agreement and the LLC within forty-

five  (45)  days  of  receipt of such  determination.   All  such

objections shall be referred for final resolution to  a  firm  or

firms  of independent auditors chosen by mutual agreement of  the

independent auditors of the parties.  All of the parties to  this

Agreement and the LLC shall receive written notification  of  the

independent  auditor's final determination of the value  of  such

party's  working capital contribution (determined in  the  manner

provided  in  this  Agreement) within thirty (30)  days  of  such

referral.



     1.7  Other Capital Contributions.

   In  the  event that the LLC shall subsequent to the  Effective

Date require funds other than the capital contributions described

in  Sections  1.4  and 1.5 of this Agreement for  any  authorized

business  purpose, all such funds, unless obtained  from  outside

sources (subject to Section 5.1, hereof), shall be contributed by

Denver Post and Denver Publishing on identical terms and in equal

shares,  when  and  as  such  additional  contributions  may   be

authorized as provided in Sections 5.1 or 8.1(c) hereof.



     1.8  Failure to Make Payments.

   If  (i) either Denver Post or Denver Publishing (a "Defaulting

Party")  fails to make to the LLC any payment required hereunder,

or  under the terms of either The Denver Newspaper Agency Limited

Liability  Company  Operating Agreement or The  Denver  Newspaper

Agency  Contribution  and  Sale  Agreement,  including,  but  not

limited  to,  any  properly authorized capital contribution,  the

other  party  (the "Non-Defaulting Party") may  lend  the  amount

thereof to the LLC on behalf of the Defaulting Party, or (ii) the

Defaulting  Party  breaches any of its other obligations  to  the

LLC,  the  other party may cure such breach.  In any such  event,

(x)  no  distributions shall thereafter be made to the Defaulting

Party  by  the LLC pursuant to Section 4.1(c) hereof or otherwise

until  the full amount of such loan that was made or incurred  by

the  Non-Defaulting Party, plus interest from the date of default

to  the date(s) of such repayment(s) at a rate per annum equal to

the  rate announced from time to time by The Bank of New York  as

its  prime  or reference rate has been paid in full to  the  Non-

Defaulting  Party by the Defaulting Party and (y)  and  all  such

distributions  which  are  thus withheld  by  the  LLC  from  the

Defaulting Party shall instead concurrently be paid by the LLC to

the Non-Defaulting Party in repayment of such party's loan.



     1.9  Contracts, Leases, Permits and Commitments; Assumption.

   On  the Effective Date, Denver Post and Denver Publishing each

will  make  available  to  the  LLC,  by  way  of  assignment  or

otherwise,  and  will thereafter permit the  LLC  to  assume  and

perform,   all   contracts,  leases,  permits   and   commitments

(collectively, the "Contracts") relating to the operations of The

Denver Post or Denver Rocky Mountain News and/or the Denver  Post

Contributed  Assets  or the Denver Publishing Contributed  Assets

exclusive of:  (a) those Contracts described in Section 1.4(b) or

Section 1.5(b) hereof, (b) those Contracts defined as Denver Post

Excluded   Assets,  Denver  Post  Excluded  Liabilities,   Denver

Publishing   Excluded   Assets  or  Denver  Publishing   Excluded

Liabilities in The Denver Newspaper Agency Contribution and  Sale

Agreement,  (c)  any  other Contracts which relate  to  the  news

and/or  editorial functions of The Denver Post  or  Denver  Rocky

Mountain  News  (except as may otherwise be  otherwise  expressly

provided  herein  or in The Denver Newspaper Agency  Contribution

and  Sale  Agreement), and (d) those advertising or  subscription

Contracts  described in Sections 1.10 or 1.11  hereof  (hereafter

collectively, the "Excluded Contracts").  To the extent that  any

one  or  more of the Contracts to be assigned to the LLC  may  be

assignable  only with the consent or consents of  third  persons,

Denver  Post  and Denver Publishing agree to use  all  reasonable

efforts to procure such consent or consents, in cooperation  with

the  LLC,  by  the  Effective Date or as soon  thereafter  as  is

reasonably  practicable.  Except as may otherwise be provided  in

Section 1.13 hereof, the LLC shall be responsible for, and  shall

pay, any cancellation charges or other liabilities of Denver Post

or Denver Publishing under any Excluded Contract. Notwithstanding

the  foregoing or any other provision of this Agreement, the  LLC

shall not, by virtue of the foregoing, be required hereby, as  of

or  subsequent  to  the Effective Date, to  assume  or  otherwise

perform  any  Contract  (including,  but  not  limited   to   any

collective  bargaining agreement other than  any  such  agreement

that  requires assignment and assumption in connection  with  the

transactions contemplated hereby) if the Management Committee (by

Absolute Majority Vote) determines such assumption is not in  the

LLC's  best  interest;  provided, that  any  Contract  which  the

Management Committee determines not to assume shall be deemed  an

Excluded Contract for the purpose of the preceding sentence.



     1.10 Advertising Contracts.

  In order to implement the Licenses granted pursuant to Exhibits

C  and  D  hereto,  Denver Post and Denver Publishing  each  will

deliver  to  the  LLC (a) on the Effective Date (subject  to  any

required  approval  from the Attorney General),  the  advertising

information required by their respective Licenses, and (b) within

10  days after the Effective Date, a list of the amount of  space

used,  up  to but not including the Effective Date, by each  such

advertiser.  The LLC will use such efforts as it deems reasonable

and   appropriate  to  fulfill  and  complete  such   advertising

contracts  and commitments requiring performance on or subsequent

to the Effective Date, and shall have the exclusive right to make

such  modifications or short ratings or cancellations thereof  as

it   deems  reasonable  and  appropriate  and  shall,  except  as

otherwise provided in Section 1.13 hereof, indemnify Denver  Post

or  Denver  Publishing  with respect to all  liabilities  arising

thereunder for all periods subsequent to the Effective Date.   By

the  Effective  Date, each of Denver Post and  Denver  Publishing

shall   independently  develop  standards  for  determining   the

acceptability  of advertising for subsequent publication  in  its

Newspaper  (with Denver Publishing developing standards  for  the

Saturday  Edition  and Denver Post developing standards  for  the

Sunday  Edition), and the LLC shall subsequent to  the  Effective

Date  apply  those standards in determining the acceptability  of

advertising copy for subsequent publication in such Newspaper.



     1.11 Subscription Contracts.

  In order to implement the Licenses granted pursuant to Exhibits

C  and  D  hereto, on the Effective Date (subject to any required

approval  from  the  Attorney General), Denver  Post  and  Denver

Publishing  each will deliver and make available to the  LLC  all

subscription  contracts  then relating to  The  Denver  Post  and

Denver   Rocky  Mountain  News,  respectively.   The   LLC   will

subsequent  to the Effective Date use such efforts  as  it  deems

reasonable  and  appropriate  to fulfill  and  perform  all  such

subscription  contracts for the regular weekday editions  of  The

Denver  Post  and  Denver  Rocky  Mountain  News,  and  may,   if

necessary,   use   such  efforts  as  it  deems  reasonable   and

appropriate  to fulfill and perform such contracts by  delivering

subsequent to the Effective Date the Saturday Edition (as defined

in  Section  2.1 hereof), to all subscribers who will accept  the

same  in substitution for the pre-Effective Date Saturday edition

of  The Denver Post and the Sunday Edition (as defined in Section

2.1  hereof)  to  all  subscribers who will accept  the  same  in

substitution for the pre-Effective Date Sunday edition of  Denver

Rocky Mountain News.



     1.12 Accounts Receivable.

  Between the date hereof and the Effective Date, Denver Post and

Denver  Publishing  shall use all reasonable efforts,  consistent

with  past  practices,  to collect their respective  advertising,

circulation  and other trade accounts receivable arising  out  of

the  publication  of The Denver Post, and Denver  Rocky  Mountain

News  ("Accounts Receivable").  On and after the Effective  Date,

the  LLC  shall  have  the  sole right to  collect  all  Accounts

Receivable,  and  to  use  such  methods  with  respect  to  such

collection,  including settlement, compromise or  litigation,  as

the LLC shall determine.



     1.13 Limitation on Assumption of Liabilities.

   On the Effective Date, the LLC shall assume and be responsible

for  only  those  liabilities or obligations of Denver  Post  and

Denver  Publishing  that are specifically  contemplated  by  this

Agreement and The Denver Newspaper Agency Contribution  and  Sale

Agreement  to  be  assumed by the LLC  and  for  no  others.   In

addition  to any liabilities which may be defined as Denver  Post

Excluded Liabilities or Denver Publishing Excluded Liabilities in

The  Denver Newspaper Agency Contribution and Sale Agreement, the

liabilities to be assumed by the LLC on the Effective Date  shall

not  include any of the following liabilities (all of which shall

hereinafter collectively be deemed "Excluded Liabilities"):   All

intercompany  indebtedness, all indebtedness for  borrowed  money

(other  than  capital  leases related to the  operations  of  The

Denver  Post  or  Denver Rocky Mountain News), all  deferred  tax

liabilities  of whatever nature, all accrued income or  franchise

tax  liabilities,  all  liabilities for  failure  to  perform  or

discharge  in  a  timely manner prior to the Effective  Date  any

liability  to  be  assigned to the LLC as of the  Effective  Date

hereof,  all liabilities arising from any breach occurring  prior

to  the  Effective  Date  under any contract,  license  or  other

instrument  to  be assigned to the LLC as of the Effective  Date,

all liabilities arising from any litigation pending or threatened

as of the Effective Date with respect to the operations of Denver

Post or Denver Publishing or any assets to be transferred to  the

LLC  as of the Effective Date and all liabilities arising out  of

any  violations occurring prior to the Effective Date of any  law

or governmental regulation applicable to the operations of Denver

Post or Denver Publishing or the assets being transferred to  the

LLC as of the Effective Date.

      Denver  Post  and  Denver Publishing,  respectively,  shall

indemnify  and hold the other party and the LLC harmless  against

any   and   all  damage,  loss  and  cost  (including  reasonable

attorneys'  fees)  arising  out of or  related  to  any  Excluded

Liability   or   any  other  liability  or  obligation   of   the

indemnifying party that is not to be assumed by the LLC as of the

Effective Date pursuant to this Agreement or The Denver Newspaper

Agency Contribution and Sale Agreement.



     1.14 Delivery of Books and Records.

   As  of  the  Effective Date, Denver Post and Denver Publishing

each  will  deliver to the LLC such of their books, records,  and

files  (not  including general books of account) and  circulation

and advertising accounts receivables ledgers and accounts payable

ledgers  relating  to  The Denver Post or Denver  Rocky  Mountain

News, whether or not heretofore expressly referred to herein,  as

may  be reasonably required in connection with the collection  of

accounts  receivable and the payment of assumed  liabilities  and

the  production, marketing, and circulation of the newspapers  to

be produced, marketed, and circulated hereunder by the LLC.



     1.15 Use of Facilities and Properties.

   Upon  and subsequent to the Effective Date the properties  and

assets  theretofore or thereupon contributed to the LLC by Denver

Post  and  Denver  Publishing  shall  be  retained  and  used  in

connection  with  the  joint operating  arrangement  contemplated

hereby,  except  as  the Management Committee shall  by  Absolute

Majority Vote determine otherwise.



     1.16 Employees.

          (a)  Commencing as of the Effective Date, The President

and  Chief  Executive  Officer of the  LLC  shall  determine  the

staffing  levels  required  for the LLC's  operations  and  shall

retain   employees   to   perform  non-news   and   non-editorial

operations, including those employees and former employees of The

Denver Post and Denver Rocky Mountain News, as the President  and

Chief   Executive   Officer  shall  deem  reasonably   necessary,

appropriate  or  desirable to perform the LLC's operations.   The

President and Chief Executive Officer shall select those  persons

which  he or she in his or her reasonable judgment determines  to

be  qualified persons, including persons from the staffs  of  The

Denver Post and Denver Rocky Mountain News, consistent with  such

legal and contractual obligations which may apply to the LLC, and

shall  not  be obligated by this Agreement or any other agreement

entered into by and between Denver Post and Denver Publishing  to

choose  an equal number of employees from, or any specific number

of  employees  from,  The Denver Post and Denver  Rocky  Mountain

News.   Each Newspaper shall continue, however, to be responsible

for  the selection, hiring, and employment of the employees  used

in its own news and editorial operations.

           (b)   To  the  extent  that the  President  and  Chief

Executive Officer does offer employment to persons then  employed

by  The  Denver  Post  or  Denver  Rocky  Mountain  News,  it  is

contemplated  that  such employment will be  offered  upon  terms

substantially comparable to those applicable to their  employment

by The Denver Post or Denver Rocky Mountain News.

          (c)  Upon the hiring of any such employee of The Denver

Post  or Denver Rocky Mountain News, the LLC alone shall  on  and

after   the  Effective  Date  be  solely  responsible   for   all

obligations and incurred costs (whether arising under  collective

bargaining agreements, individual employment agreements, employee

benefit  or welfare plans, severance policies or arrangements  or

otherwise)  relative  to  the future employment,  termination  or

retirement of such employees.

           (d)   The  LLC  shall also be solely  responsible  for

indemnifying both Denver Post and Denver Publishing in full  with

respect  to  any  WARN  Act, severance or other  liability  which

arises  as a consequence of the LLC's failure to offer employment

as  of  the  Effective Date to any person then  employed  by  The

Denver  Post  or Denver Rocky Mountain News (other than  news  or

editorial staff employees) upon terms substantially comparable to

those applicable to their employment by The Denver Post or Denver

Rocky Mountain News.

           (e)  Upon and subsequent to the Effective Date, Denver

Post and Denver Publishing shall remain independently responsible

for  all  obligations and incurred costs relating to all  persons

thereafter employed relative to the news and editorial staffs  of

The  Denver  Post or Denver Rocky Mountain News.  To  the  extent

such  costs  are in the first instance paid by the LLC,  the  LLC

shall  be  reimbursed for such costs by Denver  Post  and  Denver

Publishing,   respectively,  in  connection  with   the   monthly

distribution  to  such  parties  of  Net  Available   Cash   From

Operations, as set forth in Article 4 of this Agreement.

           (f)   Subject to arrangements made by Denver Post  and

Denver  Publishing prior to the Effective Date and the  authority

of  the Management Committee, from and after the Effective  Date,

the President and Chief Executive Officer shall, commencing as of

the  Effective Date,  have sole and exclusive authority to handle

all labor relations matters with respect to all non-news and non-

editorial employees of the LLC.  All labor relations matters with

respect to employees in the news and editorial departments of The

Denver  Post and Denver Rocky Mountain News shall be  handled  by

(and  shall  be within the authority of) Denver Post  and  Denver

Publishing, as the case may be.

          (g)  (i)  It is the intention of Denver Post and Denver

     Publishing  that  those persons who have been  employees  of

     Denver   Post,   Denver  Publishing  or   their   respective

     Affiliates and who become employees of the LLC in connection

     with  the  transactions contemplated  hereby  shall  receive

     employee  benefits substantially comparable  to  those  they

     would  have  received if they had remained with their  prior

     employer.  The parties will endeavor to design and implement

     employee   benefits  plans  and  arrangements   that   shall

     accomplish  this  result, subject to  collective  bargaining

     requirements.    After  consultation  with  the   Management

     Committee,  the President and Chief Executive  Officer  will

     have the authority to cause to be adopted benefit plans  and

     arrangements  that  will in his or her  reasonable  judgment

     accomplish this result.

                (ii) Denver Post and Denver Publishing shall  not

     (nor  shall  they permit any of their respective  Affiliates

     to)  pay  (or defer to the account of) any officer or  other

     employee  of  the  LLC (including, without  limitation,  the

     President   and  Chief  Executive  Officer)  any   form   of

     compensation, remuneration or reimbursement, with respect to

     any  period  on  or  after the date  of  such  officer's  or

     employee's employment by the LLC, without the consent of the

     other Member.



     1.17 Newsprint Purchases.

   Commencing as of the Effective Date, each of Denver  Post  and

Denver  Publishing  shall for each fiscal  year  of  the  LLC  be

responsible  for providing to the LLC at its cost (as hereinafter

defined) one-half of the newsprint needs of the LLC as reasonably

forecast  and  determined  by  the  LLC's  President  and   Chief

Executive  Officer.  For such purposes, Denver Post's and  Denver

Publishing's costs shall be deemed to be the average  price  paid

for Denver deliveries by each entity (without any corporate mark-

up) pursuant to newsprint contracts or otherwise.  If Denver Post

and/or  Denver  Publishing shall for  any  reason  be  unable  to

fulfill  such  obligations,  the President  and  Chief  Executive

Officer  shall secure such additional newsprint as he  determines

may be needed from whatever source he deems appropriate.



     1.18 Initial Activities of the LLC.

   The  activities of the LLC prior to the Effective  Date  shall

include the provision of publishing services to the Post Entities

and  planning for implementation of the joint newspaper operating

arrangement contemplated by this Agreement and shall  be  limited

to  activities that do not require the prior written  consent  of

the  Attorney General.  Prior to the Effective Date,  nothing  in

this Agreement, the Limited Liability Company Operating Agreement

or  The  Denver Newspaper Agency Contribution and Sale  Agreement

shall limit competition between Denver Post and Denver Publishing

or  their  Affiliates or business ventures or  activities  Denver

Post and Denver Publishing or their Affiliates may legally pursue

together.



                            ARTICLE 2
                      Activities of the LLC

     The  parties agree as follows with respect to the activities

of  the LLC and their own activities from and after the Effective

Date:



     2.1  Publication of Newspapers.

           (a)   The  LLC  shall at its expense  print,  produce,

distribute,  and market (both as to circulation and  advertising)

The  Denver  Post (in broadsheet format) each weekday and  Sunday

morning  and  Denver Rocky Mountain News (in tabloid format  with

such  news  sections  in broadsheet format as  Denver  Publishing

chooses  to  include,  consistent with  current  practices)  each

weekday  morning  and  (in  tabloid  format  with  conversion  to

broadsheet  format  as  soon  as reasonably  practicable  from  a

production standpoint in the judgment of the Management Committee

acting  by  Absolute  Majority Vote) each Saturday  morning,  and

shall  otherwise jointly or separately exploit as  it  determines

appropriate the advertising and/or news content of either or both

publications,  by  mail,  private  delivery  and/or  such   other

technologies  as  the  LLC  may  from  time  to  time   determine

appropriate,  subject to any separate agreements which  may  have

been  entered  into prior to the Effective Date  (as  hereinafter

defined)  by and between Denver Post and Denver Publishing.   The

Saturday and Sunday editions of the Newspapers published  by  the

LLC shall contain editorial pages and selected features from each

of  Denver Rocky Mountain News and The Denver Post.  The Saturday

edition shall be published under a joint masthead to which Denver

Post  and  Denver Publishing shall mutually agree (the  "Saturday

Edition").  The Sunday edition shall be published under  a  joint

masthead  to which Denver Post and Denver Publishing  shall  also

mutually agree (the "Sunday Edition").

           (b)   The  LLC shall control, supervise,  manage,  and

perform  all  operations  (other than news/editorial  operations)

involved in printing, producing, distributing, and marketing  the

Newspapers;  shall determine the edition times after consultation

with  the  respective editors of such Newspapers; shall  purchase

materials,  supplies,  and national supplements  as  appropriate;

shall  solicit  and  sell advertising space in  such  Newspapers;

shall,  subsequent  to the Effective Date, collect  all  accounts

receivable, whether such accounts receivable come into  existence

prior  to,  on  or  after  the Effective  Date;  shall  establish

circulation   and   advertising  rates   (but   not   advertising

acceptability standards) for such Newspapers; and shall make  all

determinations and decisions and do any and all acts  and  things

necessarily    connected    with   the   foregoing    activities.

Additionally,  the  cost of performing these functions  shall  be

borne by the LLC.

           (c)   The LLC will promote circulation and advertising

to  enhance or improve the circulation and advertising  sales  of

each  Newspaper and to allow each Newspaper to achieve  its  full

market potential.

          (d)  The LLC shall distribute such TMC product relative

to the Denver market as it determines appropriate.

           (e)   The LLC may also engage in any non-news and non-

editorial  activities  that would be  appropriate  for  a  single

newspaper  publisher,  including but not  limited  to  commercial

printing  and  all other activities determined by the  Management

Committee  to  be  consistent with the LLC's  principal  business

purpose.   Non-news and non-editorial activities with respect  to

any  Newspapers published within the State of Colorado by  Denver

Post, Denver Publishing or their Affiliates other than The Denver

Post or Denver Rocky Mountain News shall, to the extent permitted

by  law, include such joint advertising sales, joint subscription

sales, joint delivery or other services as the LLC may from  time

to   time  determine  to  be  appropriate,  upon  terms  mutually

agreeable to both Denver Post and Denver Publishing.



     2.2  Property Used.

   In  producing and carrying on the businesses of the Newspapers

under  this  Agreement, the LLC shall print such  Newspapers  and

conduct   all  operations  under  this  Agreement,   except   the

operations  of  the  news and editorial departments  of  the  two

Newspapers, with the LLC's equipment and from the LLC's plant  or

plants,  or  from the plant or plants of independent  contractors

selected  by  the  LLC.   The LLC may also utilize  the  Licenses

granted  to it to the extent necessary to carry on the activities

of the LLC pursuant to this Agreement.



     2.3  Editorial Independence.

  Preservation of the editorial independence of each Newspaper is

the  essence of this Agreement.  To this end, subsequent  to  the

Effective  Date, the news and editorial material for editions  of

The  Denver  Post shall be gathered, prepared, and  laid  out  by

Denver  Post and the news and editorial material for editions  of

Denver Rocky Mountain News shall be gathered, prepared, and  laid

out  by  Denver Publishing.  The Denver Post's and  Denver  Rocky

Mountain  News' news and editorial staffs and news and  editorial

policies  shall  be independent of each other  and  of  the  LLC.

Without limiting the generality of the foregoing, Denver Post and

Denver  Publishing  each  shall  have  the  exclusive  right   to

determine  the  editorial format, dress,  layout,  and  news  and

feature content of editions of its Newspaper published subsequent

to  the  Effective Date.  All personnel responsible for the  news

and  editorial content of The Denver Post shall be  employees  of

Denver  Post and shall be subject to the direction and  authority

of  Denver Post, and all personnel responsible for the  news  and

editorial  content  of  Denver  Rocky  Mountain  News  shall   be

employees  of  Denver  Publishing and shall  be  subject  to  the

direction and authority of Denver Publishing.



     2.4  News and Editorial Services and Expenses.

            (a)   Commencing  as  of  the  Effective  Date,  each

Newspaper  shall  maintain an adequate staff of news,  editorial,

and  photographic employees, and shall furnish the  LLC  complete

news  and  editorial services necessary and appropriate  for  the

publication  of  such Newspaper in the manner  provided  in  this

Agreement.  Each Newspaper, in furnishing news and editorial copy

and  like materials to the LLC for publication, shall conform  to

the  mechanical  standards and limitations which prevail  at  the

time of production in the plant or plants used by the LLC for the

printing of such Newspaper, including press times established  by

the LLC.

           (b)   In order to equitably distribute between  Denver

Post and Denver Publishing the cost of producing the news for its

Newspaper,   and   in   consideration  of  evolutionary   changes

(attributable to market demand) in the number of pages of various

editions of the Newspapers, the LLC shall credit Denver Post  and

Denver Publishing for supplying news to fill basic newsholes (the

"Newshole") as follows:

               (i)   The  President  and Chief Executive  Officer

     shall  specify annually a news to advertising ratio for  the

     Monday through Friday editions in the aggregate (the "Weekly

     Ratio") which shall be the same for both The Denver Post and

     Denver Rocky Mountain News; and,

               (ii)  The  President and Chief  Executive  Officer

     shall  also specify annually separate and discrete  news  to

     advertising  ratios for the special edition of Denver  Rocky

     Mountain  News  to be published on Saturday  (the  "Saturday

     Ratio")  and the special edition of The Denver  Post  to  be

     published on Sunday (the "Sunday Ratio").

           (c)   During the Term of this Agreement, the  Newshole

for  each Newspaper shall be equivalent from week to week to that

for  the  other Newspaper after adjustment for format (broadsheet

or  tabloid).   Denver  Post or Denver Publishing  may  elect  to

publish pages of news content in excess of its Newshole, provided

that (1) the LLC has the production capacity to produce the pages

as  scheduled, and (2) the Member which elects to publish  excess

pages of news content shall be charged for the cost of production

equal to a rate set annually by the President and Chief Executive

Officer  based on average set-up costs per page (the "Basic  Page

Charge")  multiplied  by  the number  of  excess  pages  of  news

content,  plus  the average cost of newsprint,  ink,  labor,  and

other  variable  costs  per  page (the  "Variable  Page  Charge")

multiplied  by the number of pages to be inserted and  multiplied

by  the  number of copies printed in which the extra news content

pages are inserted (the "Total Excess Page Charge").  There shall

be  a  Basic Page Charge and a separate Variable Page Charge  for

those   editions  of  the  Newspapers  which  are  published   in

broadsheet and tabloid format, which shall be comparable for both

The Denver Post and Denver Rocky Mountain News.

           (d)   The President and Chief Executive Officer  shall

specify  annually allocations of editorial color and color  pages

to  The  Denver Post and Denver Rocky Mountain News  (the  "Color

Allocations")  in  the  same proportions  that  the  color  pages

published  by  The  Denver Post and Denver  Rocky  Mountain  News

individually  have to the total of color pages published  in  The

Denver  Post  and Denver Rocky Mountain News collectively  during

the prior fiscal year.

           (e)   Denver  Post or Denver Publishing may  elect  to

publish  pages using color in excess of their Color  Allocations,

provided that (1) the LLC has the production capacity to  produce

the  pages  using excess color as scheduled, and (2)  the  Member

which elects to use excess color shall be charged for the cost of

production  equal  to a rate set separately  for  broadsheet  and

tabloid  editions of the Newspapers, determined on  a  comparable

basis annually by the President and Chief Executive Officer based

on  average  set  up  costs per page (the "Basic  Color  Charge")

multiplied by the number of pages on which the excess color is to

be  used  plus the average cost of ink, labor, and other variable

costs  per page (the "Variable Color Charge") multiplied  by  the

number  of  pages on which the excess color is  to  be  used  and

multiplied  by  the number of copies printed in which  the  extra

color is used (the "Total Excess Color Charge").  The Basic Color

Charge and the Variable Color Charge shall be comparable for both

The Denver Post and Denver Rocky Mountain News.

           (f)   Denver  Post or Denver Publishing may  elect  to

publish  any  special  news section in  excess  of  its  Newshole

provided that (i) the LLC has the production capacity to  produce

the  pages  for  each  section as scheduled and  (ii)  the  party

electing to publishing any such special section shall be  charged

for  the cost of production thereof in excess of the Total Excess

Page Charge and the Total Excess Color Charge that such party  is

required to bear under this Agreement.

           (g)  Except as adjusted by the charges contemplated in

Sections  2.4(c)  and  (e),  all Editorial  Expense  (as  defined

hereafter) of the news and editorial functions of The Denver Post

shall  be borne by Denver Post and all Editorial Expense  of  the

news  and editorial functions of Denver Rocky Mountain News shall

be  borne by Denver Publishing.  The term "Editorial Expense"  as

used  in  this  Agreement (except as may otherwise  expressly  be

provided herein or otherwise by Denver Post and Denver Publishing

with  respect  to  the  Saturday and/or Sunday  editions  of  the

Newspapers) shall mean all costs and expenses associated with the

news  and  editorial departments of The Denver  Post,  or  Denver

Rocky  Mountain  News,  as the case may  be,  including  but  not

limited  to:  (i) compensation, retirement, pension,  health  and

death   benefits,  worker's  compensation  insurance,  and  group

insurance of news and editorial employees; (ii) severance pay  of

news and editorial employees; (iii) travel and other expenses  of

news  and editorial employees; (iv) press association assessments

and  charges;  (v) charges for news services, photo services  and

supplies, and editorial wire services; (vi) charges for the right

to  publish  news and editorial features, comics, and other  news

and  editorial  material of every kind and character;  (vii)  the

cost  of  news  and  editorial materials,  printing,  stationery,

office   supplies,  and  postage  for  the  news  and   editorial

departments;   (viii)  donations  and  dues;  (ix)   telegraphic,

telephone, and long-distance telephone charges of such  news  and

editorial  departments; the cost and expense of  maintaining  the

operation  of  a  newspaper "morgue"; and (x) professional  fees;

provided,  however, that (a) the term "Editorial  Expense"  shall

not  include the cost of unfurnished office space provided by the

LLC  pursuant to Section 2.5 hereof, which shall be  provided  at

the  sole cost and expense of the LLC, and (b) equipment that  is

an integral part of the production process even though located in

the    news   and   editorial   departments   of   a   Newspaper.

Notwithstanding  the foregoing, the following Editorial  Expenses

for  the Saturday and Sunday editions of the Newspapers shall  be

the  sole  responsibility of the LLC and if  paid  in  the  first

instance  by  Denver Post or Denver Publishing shall be  promptly

reimbursed  by  the  LLC:  (i) the cost  of  all  comics  in  the

Saturday and Sunday Newspapers, it being the anticipation of  the

parties  that such Newspapers will have a substantially  expanded

comics  section;  (ii)  all  costs  associated  with  the  Sunday

television book (such book to bear the same joint masthead as the

Sunday  Edition);  (iii) the costs of weekly  stock  listings  or

other  weekly  business data included in any Saturday  or  Sunday

publications; and (iv) the cost of magazine supplements  such  as

Parade or U.S. Today.



     2.5  Office Space.

  The LLC shall provide each of Denver Post and Denver Publishing

with  comparably  furnished, separate  office  space  in  Denver,

Colorado which shall be adequate for the separate use of the news

and  editorial  departments of The Denver Post and  Denver  Rocky

Mountain  News,  as  the case may be.  Such  office  space  shall

include  appropriately furnished office space for  the  news  and

editorial  executives  of  each Newspaper.   Such  office  space,

together  with  utility services (other than telephone  or  other

voice  or  data transmission charges), shall be provided  at  the

expense of the LLC, and no rent or other similar charge shall  be

paid  for  such  space  by Denver Post or  Denver  Publishing  or

charged by the LLC.



                            ARTICLE 3
                 Quality of Content and Budgets

     The parties agree that from and after the Effective Date:



     3.1  Quality of Content.

   Denver  Post  and Denver Publishing shall use  all  reasonable

efforts  to  maintain the status of their respective publications

as leading newspapers in the Denver area and throughout the state

of  Colorado.   Denver Post and Denver Publishing shall  seek  to

insure  that  the  editorial quality of each of their  respective

publications meets the highest journalistic standards.   Each  of

Denver Post and Denver Publishing shall be solely responsible for

the news and editorial content of its Newspaper.



     3.2  Budgets.

  No later than 45 days before the beginning of each fiscal year,

the  President and Chief Executive Officer shall submit  capital,

operating  and  cash flow budgets (collectively,  the  "Budgets")

covering  the  next  succeeding fiscal year of  the  LLC  to  the

Management Committee.  The Operating Budget will incorporate  the

Weekly  Ratio, Saturday Ratio, Sunday Ratio, Basic  Page  Charge,

Variable  Page Charge, Color Allocation, Basic Color Charge,  and

Variable  Color Charge, as authorized for that fiscal year.   The

President  and Chief Executive Officer shall seek and receive  an

approval  of  all  of the Budgets and any amendments  thereto  in

their  entirety  by an Absolute Majority Vote of  the  Management

Committee prior to the implementation of them.



                            ARTICLE 4
     Duties of LLC, Including Distribution of Available Cash


     4.1  Duties of LLC.

 The LLC agrees that from and after the Effective Date, it will:

           (a)  manage and operate all of the departments of  the

publishing  businesses  for  The Denver  Post  and  Denver  Rocky

Mountain News (excluding the news and editorial departments)  and

set  and  establish the respective advertising  and  subscription

rates (but not advertising acceptability standards) of The Denver

Post and Denver Rocky Mountain News from time to time;

          (b)  receive and collect all of the receipts and income

relating  to The Denver Post and Denver Rocky Mountain News,  and

from  such  income pay all operating expenses incidental  to  the

publication  of  the  Newspapers (except for news  and  editorial

expenses, other than as herein expressly provided) in the  manner

and  to  the  extent provided in this Agreement  and  The  Denver

Newspaper Agency Limited Liability Company Operating Agreement;

           (c)   subject to Section 1.8 hereof and any applicable

provisions  of  The  Denver  Newspaper Agency  Limited  Liability

Company Operating Agreement, distribute to Denver Post and Denver

Publishing at least monthly, or at more frequent intervals as may

be  directed  by the President and Chief Executive  Officer,  Net

Available  Cash  From  Operations,  as  defined  in  The   Denver

Newspaper Agency Limited Liability Company Operating Agreement;

          (d)  collect any amounts required to be collected by it

pursuant to Section 1.7 hereof; and,

            (e)   account  monthly  to  Denver  Post  and  Denver

Publishing  for  all revenues and expenditures, and  keep  Denver

Post and Denver Publishing regularly informed of its affairs  and

business.



      4.2   Allocation of Profits or Losses and Distributions  of

Cash.

           (a)   Commencing with the Effective Date, Profits  and

Losses,  as  defined  in  The  Denver  Newspaper  Agency  Limited

Liability  Company Operating Agreement, shall be allocated  among

the  Members  in  accordance with the provisions  of  The  Denver

Newspaper Agency Limited Liability Company Operating Agreement.

           (b)  Commencing with the Effective Date, distributions

of  Net  Available  Cash From Operations shall,  subject  to  the

provisions  of Section 1.8 hereof, be distributed to the  Members

in  accordance with The Denver Newspaper Agency Limited Liability

Company Operating Agreement.

          (c)  The LLC shall be reimbursed by the Members for the

Total  Excess  Page  Charges and the Total Excess  Color  Charges

pursuant  to Sections 2.4(c) and 2.4(e) that may be due  by  them

and  for all Editorial Expenses of either party which the LLC  in

the  first instance may have paid on their behalf, including  but

not limited to salaries and related benefits for their respective

news  and editorial staffs.  In either case the LLC will  account

for these items before computing Profits or Losses.



     4.3  Books and Records.

   Accurate,  full, and complete books of accounts  and  records,

wherein  all transactions of the LLC shall be entered,  shall  be

kept  at the principal office of the LLC for the account  of  the

LLC  in  accordance with generally accepted accounting principles

consistently applied (except as otherwise agreed by  Denver  Post

and  Denver Publishing) and, additionally, in accordance with the

Code and regulations promulgated thereunder.  Commencing with the

Effective  Date,  Denver  Post,  Denver  Publishing,  and   their

respective  representatives  shall have  the  right  to  inspect,

audit, copy or reproduce, each at its own expense, the books  and

records of the LLC.



     4.4  Financial Statements.

   Commencing  with the Effective Date, the President  and  Chief

Executive Officer shall cause to be delivered to Denver Post  and

to  Denver  Publishing  the  following financial  statements  and

reports  of  the  LLC prepared, in each case, in accordance  with

generally  accepted  accounting principles  consistently  applied

(except  as  may  be otherwise agreed by Denver Post  and  Denver

Publishing):

           (a)  promptly upon their availability and in any event

within  four  (4)  business days after the  end  of  each  month,

unaudited  statements of income or loss and  cash  flows  and  an

unaudited balance sheet for the interim period through such month

and  the  monthly  period then ended and for the fiscal  year-to-

date, in reasonable detail, such statements of income or loss and

cash  flows  for  such period and for the fiscal year-to-date  to

include  (1)  a  comparison of the fiscal  year-to-date  and  the

interim  and  monthly periods then ended with  the  corresponding

periods  for the fiscal year immediately preceding, if  any,  and

(2)  a comparison of actual to budgeted cash flows and income  or

loss;

           (b)  promptly upon their availability and in any event

within  four  (4) business days after the end of  each  quarterly

period  in  each  fiscal  year, an unaudited  balance  sheet  and

unaudited  statements of income or loss and cash  flows  for  the

quarterly  period then ended and for the fiscal year-to-date,  in

reasonable detail, such statement to include (1) a comparison  of

the  fiscal  year-to-date and the interim and  quarterly  periods

then  ended  with  the corresponding periods of the  fiscal  year

immediately preceding, if any, and (2) a comparison of actual  to

budgeted cash flows and income or loss;

           (c)  promptly upon their availability and in any event

within four (4) business days after the end of each fiscal  year,

an  unaudited balance sheet and unaudited statements of income or

loss  and  cash  flows for the fiscal year  then  ended,  all  in

reasonable detail, such statements to include (i) a comparison of

the   current  fiscal  year  with  the  fiscal  year  immediately

preceding,  if any, and (ii) a comparison of actual  to  budgeted

cash flows and income or loss;

           (d)  promptly upon their availability and in any event

within  fourteen (14) days after the end of each fiscal year,  an

unaudited  balance sheet of the LLC as at the end of such  fiscal

year,  and unaudited statements of income or loss and cash  flows

for  such  fiscal  year, all in reasonable detail,  such  balance

sheet  and statements of income or loss and cash flows to include

a  comparison  of  the current fiscal year with the  fiscal  year

immediately preceding, if any; and

           (e)  promptly upon their availability and in any event

within  sixty  (60) days after the end of each  fiscal  year,  an

audited  balance sheet of the LLC as at the end  of  such  fiscal

year, and audited statements of income or loss and cash flows for

such fiscal year, all in reasonable detail and accompanied by  an

opinion  thereon  of  the  LLC's  independent  certified   public

accountants, such balance sheet and statements of income or  loss

and cash flows to include a comparison of the current fiscal year

with the fiscal year immediately preceding, if any.



     4.5  Auditors and Fiscal Year.

  Commencing with the Effective Date, the independent auditors of

the LLC shall be selected by Denver Publishing and Denver Post on

a  four-year rotating basis and shall be one of the five  largest

accounting   firms  in  the  United  States  (the  "Big   Five").

Commencing  with the Effective Date, the independent auditors  of

the  LLC  shall be the independent auditors of Denver Publishing,

and  such  auditors  shall serve through the end  of  the  fourth

fiscal  year of the LLC following the Effective Date.   At  least

six  months  before the end of each four-year period, the  Member

who  may choose the auditors for the next four-year period  shall

give notice to the LLC and the other Member(s) of its election to

select  independent  auditors  for  the  LLC.  Any  selection  of

auditors hereunder shall be limited to the Big Five firm or firms

then serving as the independent auditors of Denver Post or Denver

Publishing.   Failure  to give such notice  shall  be  deemed  an

election to retain the auditors then engaged by the LLC.  The LLC

shall keep its books on a calendar-year basis.



     4.6  Tax Returns.

   Commencing  with the Effective Date, Tax returns for  the  LLC

shall  be  dealt  with  in the manner prescribed  in  The  Denver

Newspaper Agency Limited Liability Company Operating Agreement.



                            ARTICLE 5
                        Governance of LLC


     5.1  Management Committee.

           As  of  and  subsequent  to the  Effective  Date,  the

business  and affairs of the LLC shall be managed by a  committee

(the  "Management Committee") to be composed of four (4) members,

two  (2) of which shall be appointed collectively by Denver  Post

and Eastern Colorado and shall be the Chief Executive Officer and

Chief Financial Officer of Denver Post (or their designees),  and

two  (2)  of  which shall be appointed by Denver  Publishing  and

shall  be the Chief Executive Officer and Chief Financial Officer

of  The E. W. Scripps Company, an Ohio corporation and parent  of

Denver  Publishing (or their designees).  Commencing  as  of  the

Effective Date, a single member of the Management Committee shall

be selected, as hereinafter provided, to serve as Chairman of the

Management  Committee  for a four (4)  year  term  or  until  the

selection  of  his  successor.  The Chairman  of  the  Management

Committee  shall  preside  over all meetings  of  the  Management

Committee   and   shall   perform  such   other   functions   and

responsibilities as the members of the Management  Committee  may

from time to time appropriately delegate to such person under the

terms  of  the  Limited Liability Company Operating Agreement  or

otherwise.   The  initial  Chairman of the  Management  Committee

shall, as of the Effective Date, be selected by those members  of

the  Management  Committee appointed by Denver Post  and  Eastern

Colorado,  and thereafter the members of the Management Committee

appointed  by  Denver Publishing and by Denver Post  and  Eastern

Colorado,  respectively, shall alternate selecting such  Chairman

every  four (4) years.  Commencing as of the Effective Date,  the

Management  Committee  (acting by Absolute Majority  Vote)  shall

appoint annually a President and Chief Executive Officer  of  the

LLC,  reporting to it, to serve for a term of one year and  until

his  or  her  successor  is  elected.  The  President  and  Chief

Executive  Officer  shall, in consultation  with  the  Management

Committee, oversee all activities of the LLC, consistent with the

terms  of this Agreement, the Limited Liability Company Operating

Agreement  and  the NPA, in accordance with annual operating  and

capital  budgets  approved  by  the  Management  Committee.   The

Management  Committee  (acting by  Absolute  Majority  Vote)  may

remove  the President and Chief Executive Officer at any  meeting

and  elect his or her successor.  In the case of a deadlock  with

respect  to  any  matter  to  be acted  upon  by  the  Management

Committee (other than the election or removal of a President  and

Chief  Executive  Officer and such other matters reserved  solely

for  decision  by  an Absolute Majority Vote  of  the  Management

Committee  or  by  the  Members  unanimously  under  the  Limited

Liability  Company Operating Agreement and therein designated  as

"Reserved   Matters,"  hereafter  collectively,   the   "Reserved

Matters"), the President and Chief Executive Officer of  the  LLC

shall   be  empowered  to  break  such  deadlock.   Any  deadlock

concerning  any Reserved Matter shall be resolved in  the  manner

provided in The Denver Newspaper Agency Limited Liability Company

Operating Agreement.



     5.2  The President and Chief Executive Officer.

   Commencing as of the Effective Date, the President  and  Chief

Executive  Officer  shall, in consultation  with  the  Management

Committee, have general charge and supervision of the business of

the  LLC,  but shall have no duties or authority with respect  to

the  news  and editorial functions of The Denver Post and  Denver

Rocky Mountain News.



     5.3  Certain Other Matters.

   Commencing as of the Effective Date, the President  and  Chief

Executive Officer shall conduct the business of the LLC  pursuant

to  the terms hereof as a stand-alone, independent, joint venture

of  the  Members.  Subject to legal and contractual  obligations,

the  President and Chief Executive Officer shall select qualified

managers,  executives,  and personnel, and  shall  supervise  the

facilities  and  equipment  used by the  LLC  and  the  operating

systems  and  procedures of the LLC with respect to  advertising,

circulation, production, finance, personnel, and promotion.   The

President  and  Chief Executive Officer shall at  all  times  act

independently  and disinterestedly as between Post  Entities  and

Denver Publishing and in the best interests of the LLC.



     5.4  Compensation.

   The  cost (including compensation) of the President and  Chief

Executive Officer and his or her staff shall be paid by the LLC.



                            ARTICLE 6
                          Other Matters


     6.1  Representations and Warranties.

   Each  of  the  LLC, Denver Post, Eastern Colorado  and  Denver

Publishing hereby represents and warrants to each other that:

           (a)   It is a corporation or limited liability company

(as  hereinbefore  indicated) which is duly incorporated  and  in

good standing under the laws of its jurisdiction of incorporation

and is qualified to do business in Colorado.

           (b)  The consummation of the transactions provided for

herein,   in  the  Licenses,  in  The  Denver  Newspaper   Agency

Contribution  and  Sale  Agreement and in  The  Denver  Newspaper

Agency  Limited Liability Company Operating Agreement,  will  not

conflict  with, or result in a default under, or a violation  of,

any  provision of its charter, by-laws or operating agreement (as

applicable) or any agreement or instrument to which it is, or  on

the  Effective Date may be, a party or by which it is, or on  the

Effective Date may be, bound.

            (c)   The  execution  and  delivery  by  it  of  this

Agreement,  The  Denver  Newspaper Agency Contribution  and  Sale

Agreement,  the Licenses and The Denver Newspaper Agency  Limited

Liability Company Operating Agreement have been duly and  validly

authorized  by  all necessary corporate action on its  part;  and

this Agreement, The Denver Newspaper Agency Contribution and Sale

Agreement, the Licenses, and The Denver Newspaper Agency  Limited

Liability Company Operating Agreement have been duly executed and

delivered by it.

           (d)  Subject to obtaining the written consent referred

to  in  Section  6.3  hereof, this Agreement, the  Licenses,  The

Denver  Newspaper  Agency  Limited  Liability  Company  Operating

Agreement and The Denver Newspaper Agency Contribution  and  Sale

Agreement  constitute its valid and binding  obligation,  and  no

approval or consent is necessary for the execution, delivery  and

performance by it of this Agreement, The Denver Newspaper  Agency

Contribution  and  Sale  Agreement, the Licenses  or  The  Denver

Newspaper  Agency Limited Liability Company Operating  Agreement,

except for such as have heretofore been obtained and are in  full

force and effect.

          (e)  It has no knowledge of facts that would materially

adversely  affect the value of any material asset (or the  assets

in  the  aggregate) to be transferred by it or its Affiliates  to

the LLC.

As used in this Agreement, "Affiliate" means, with respect to any

party,   (i)  any  entity  directly  or  indirectly  controlling,

controlled by or under common control with such party,  (ii)  any

entity  owning  or  controlling  ten  percent  or  more  of   the

outstanding voting securities of such party, (iii) any officer or

director  of  such party or any entity owning an  interest  as  a

general  partner  in such party, or (iv) any  entity  that  is  a

general partner, trustee or holder of ten percent or more of  the

voting  securities of any entity described in clauses (i) through

(iii)  of this sentence.  As used herein, the term "entity" shall

mean  any  individual, partnership, corporation, trust  or  other

business organization.



     6.2  Certain Action.

   Each  party  agrees  to take all actions reasonably  necessary

and/or  appropriate  to  carry out  and  effectuate  the  intent,

purposes,  and  provisions  of  this  Agreement  and  The  Denver

Newspaper  Agency  Limited Liability Company Operating  Agreement

and  to  cooperate with the others in every reasonable and proper

way  that  will  promote the successful operation  of  the  joint

operating  arrangement  under  this  Agreement  and  The   Denver

Newspaper Agency Limited Liability Company Operating Agreement.



     6.3  NPA Filing.

   As  soon  as practicable after the date hereof, an application

shall  be  filed  by Denver Post and Denver Publishing  with  the

Department of Justice, and other appropriate procedures shall  be

implemented, to secure as soon as possible the written consent of

the  Attorney General of the United States as provided in Section

4(b)  of the NPA.  Each party shall support the application fully

in every reasonable respect and shall cooperate in and coordinate

with  respect  to the taking of all appropriate steps  to  secure

approval of the application.  Whether or not the Attorney General

determines to give such written consent, this Agreement  and  The

Denver  Newspaper  Agency  Limited  Liability  Company  Operating

Agreement shall not terminate earlier than May 1, 2005 so long as

either  Denver Post or Denver Publishing elects to  continue  the

process  of  seeking agency or judicial review.  For purposes  of

the  application,  Denver Post and Denver Publishing  shall  each

promptly  designate "contact persons" for such  coordination  and

consultation as is appropriate and proper and shall each give the

other  parties prompt written notice of such designation  in  the

manner provided in Section 9.1 hereof.  Furthermore, Denver  Post

and   Denver  Publishing  shall  make  available,  through  their

authorized representatives, such information as is necessary  and

appropriate in obtaining the Attorney General's approval  of  the

application.    All   information  which  Denver   Post,   Denver

Publishing or the LLC secure as a result of such access shall  be

held  in  confidence, shall not (except as legally  required)  be

disclosed  without  the  consent of  the  party  from  which  the

information  is  obtained, and shall not be used for  competitive

purposes.  All documents which Denver Post, Denver Publishing  or

the  LLC  obtain as a result of such access shall be returned  or

destroyed  in  the  event the transactions contemplated  by  this

Agreement are not consummated.



     6.4  Announcements.

  Except as required by law, no party hereto will make any public

announcement  concerning  this  Agreement  and  the  transactions

contemplated  hereby  prior  to the first  mutually  agreed  upon

announcement thereof without the consent of the other parties and

then  only  upon the maximum advance notice to the other  parties

which is practicable under the circumstances.



     6.5  Interim Covenants.

           (a)   Each  of  Post  Entities and  Denver  Publishing

covenants  and agrees that from the date hereof to and  including

the  Effective  Date  it shall, with respect  to  its  Newspaper,

continue  to  carry on its business in the ordinary course.   The

LLC  hereby covenants and agrees that from the date hereof to and

including  the Effective Date, it shall carry on its business  in

the  ordinary  course  consistent  with  the  course  of  conduct

heretofore  and  hereafter by Denver Post  with  respect  to  its

Newspaper.   From the date hereof to and including the  Effective

Date,  neither  the  Post  Entities nor Denver  Publishing,  with

respect to its Newspaper, or the LLC with respect to its business

will:

               (i)    engage   in   any  transaction   materially

     affecting  it,  its  assets or Liabilities,  except  in  the

     normal and ordinary course of that entity's business;

               (ii) fail to use reasonable efforts to prevent any

     event   or   transaction  from  occurring  which  materially

     adversely   affects  that  entity's  business,   operations,

     assets,   Liabilities,   financial   condition   or   future

     prospects;

               (iii)      fail  to  use  reasonable  efforts   to

     preserve intact its present organization, keep available the

     services  of its employees, preserve its relationships  with

     customers,  suppliers  and others having  business  dealings

     with  it,  to the end that its goodwill and ongoing business

     will not be materially impaired prior to the Closing;

                 (iv)     sell, lease, transfer or agree to sell,

     lease  or  transfer any material asset of its  Newspaper  or

     relating  to a Newspaper, except in the ordinary  course  of

     business;

               (v)   adopt  or modify any pension, profit-sharing

     or  other  compensation plan (except as required by  law  or

     except  for  changes  which would not affect  the  level  of

     benefits) or enter into any contract of employment or permit

     any increases or changes in the compensation of employees of

     its Newspaper (including bonuses), except in accordance with

     past  practices and in the ordinary course, or except  as  a

     result  of  collective  bargaining heretofore  or  hereafter

     undertaken  in  the ordinary course, except  to  the  extent

     required  by law and except for retention arrangements  made

     with  employees  of  its Newspaper as  a  result  of  or  in

     connection  with  the  transactions  contemplated  by   this

     Agreement;

               (vi) enter into or amend any material contract  or

     commitment, waive any material right or enter into any other

     material transaction, other than in the ordinary course; or

               (vii)      enter  into any agreement to  take  any

     actions specified in this Section 6.5.

           (b)   Each  party will promptly notify the  others  in

writing  upon  becoming  aware of any  order  or  decree  or  any

complaint praying for an order or decree restraining or enjoining

the   consummation   of  this  Agreement  or   the   transactions

contemplated  hereby,  or  upon receiving  any  notice  from  any

governmental  department,  court, agency  or  commission  of  its

intention to institute an investigation into, or institute a suit

or  proceeding  to  restrain or enjoin the consummation  of  this

Agreement   or  such  transactions,  or  to  nullify  or   render

ineffective this Agreement or such transactions if consummated.

           (c)  This Agreement is subject to such obligations and

duties  as  may  be imposed on any party by statute,  regulation,

contract or law; and no party shall be liable for any damages  to

any  other  party,  or any other person, for  reasonable  actions

taken in compliance with such obligations.  In the event that any

court, administrative agency or tribunal, by order, determination

or  administrative action, requires a party to  take  actions  in

compliance  with obligations and duties that may  be  imposed  by

statute,   regulation,  contract  or  law  as  a   condition   or

precondition  to  the  undertakings  herein,  or  determines   to

initiate proceedings or does initiate proceedings to compel  such

actions  of  a  party, then such party may take such  actions  as

reasonably are required for compliance with such obligations  and

duties,   or   to  discharge,  adjust  or  settle  such   orders,

determinations,  administrative action or proceedings,  it  being

agreed  and  understood that the parties will use all  reasonable

efforts   to   oppose   the  imposition  of   any   such   order,

determination, administrative action or proceeding.

          (d)  Each of Post Entities and Denver Publishing, shall

conscientiously  endeavor  to  perform  on  a  timely  basis  all

obligations  required to be performed by it under  all  contracts

and leases relating to its Newspaper.



                            ARTICLE 7
                      Duration; Termination


     7.1  Term.

   Unless  renewed as provided in this Section 7.1 or  terminated

pursuant  to Section 7.2, this Agreement and The Denver Newspaper

Agency  Limited  Liability  Company  Operating  Agreement   shall

continue  for a term ending at the close of business on the  last

day  of  the  fiftieth full fiscal year following  the  Effective

Date,  whereupon  this Agreement and The Denver Newspaper  Agency

Limited  Liability Company Operating Agreement shall  expire  and

terminate.    This  Agreement  shall  automatically   renew   for

succeeding renewal periods of 25 years each, unless either Denver

Post  or Denver Publishing notifies the other in writing at least

five  years  before the end of the then current period (including

renewal periods), of the election of the party giving the  notice

to  terminate  this  Agreement.  If such notice  is  given,  this

Agreement shall terminate at the end of the initial period or the

then current renewal period during which the notice is given.



     7.2  Termination of this Agreement; Dissolution of the LLC.

           (a)  Prior to the Effective Date, this Agreement shall

terminate  on May 1, 2005, if the Effective Date shall  not  have

occurred  on or before such date, or upon such earlier  date,  if

any, as the parties hereto may mutually agree upon in writing.

           (b)   After  the Effective Date, this Agreement  shall

terminate only as hereinafter provided in this Section 7.2.

           (c)   After the Effective Date, no Member shall  cause

the  LLC  to  be dissolved except as provided herein and  in  The

Denver  Newspaper  Agency  Limited  Liability  Company  Operating

Agreement.   After  the Effective Date, the  LLC  shall  continue

until  dissolved  as  herein and thereafter  provided.   The  LLC

shall, subject to the provisions of subsection (e) hereof and  to

all  applicable provisions of The Denver Newspaper Agency Limited

Liability  Company  Operating Agreement, be  dissolved  upon  the

occurrence of any of the following:

               (i)  expiration of the term of this Agreement,  as

     set  forth in Section 7.1 hereof or of the Limited Liability

     Company Operating Agreement;

               (ii)  at the written election of a Member  if  any

     Member  willfully  or  persistently  commits  one  or   more

     material  breaches of this Agreement or The Denver Newspaper

     Agency  Limited  Liability Company Operating  Agreement,  or

     otherwise so conducts itself in matters relating to the  LLC

     business  that it is not reasonably practicable to carry  on

     the  business  of  the  LLC; provided,  however,  that  such

     election  may be made only if the electing Member has  given

     written  notice  to the other Members of  such  breaches  or

     conduct   and  such  breaches  or  conduct  have  not   been

     substantially  cured within 90 days after  such  notice  has

     been given.

               (iii)      if the LLC experiences a net loss  from

     its  operations,  before depreciation and  amortization,  as

     determined  in accordance with generally accepted accounting

     principles  consistently applied, for any three  consecutive

     fiscal  years, then, at any time within six months following

     the  end  of  any such three consecutive fiscal  years,  any

     Member  may give the others written notice of its  intention

     to  terminate this Agreement, and thereafter this  Agreement

     shall  (subject to the provisions of subsection (e)  hereof)

     terminate   three  years  after  the  end  of   such   three

     consecutive fiscal years, or earlier if mutually  agreed  by

     Denver Post and Denver Publishing.

          (d)  No termination of this Agreement or dissolution of

the  LLC  shall be construed to release any Member from liability

at  law or in equity to the other Members or the LLC arising  out

of  any  breach  of  the terms of this Agreement  or  The  Denver

Newspaper Agency Limited Liability Company Operating Agreement.

           (e)   As soon as practicable after the termination  of

this  Agreement  by  lapse of time or otherwise,  the  LLC  shall

liquidate   as  provided  in  Section  7.3  and  all   applicable

provisions  of  The  Denver  Newspaper Agency  Limited  Liability

Company Operating Agreement.



     7.3  Termination at End of Term.

  Upon the termination of this Agreement and The Denver Newspaper

Agency Limited Liability Company Operating Agreement, by lapse of

time or otherwise:

           (a)   Denver Post and Denver Publishing will meet with

each  other  and  use their best efforts to develop  a  just  and

equitable  plan  for  discontinuing and dissolving  the  LLC  and

distributing its assets in kind between Post Entities and  Denver

Publishing  (after collection of all receivables and  payment  of

all  indebtedness  and liabilities of the LLC and  all  costs  of

dissolution  and  liquidation), in accordance with  the  Members'

respective  Percentage Interests in the  LLC,  so  as  to  enable

Denver  Post and Denver Publishing to resume separate publication

of  The Denver Post and Denver Rocky Mountain News, respectively,

as  independent  businesses (a "Distribution Plan").   If  Denver

Post  and  Denver  Publishing agree on a Distribution  Plan,  the

assets  of  the LLC shall be distributed in accordance  with  the

Distribution  Plan, all Licenses shall automatically  expire  and

terminate, and the LLC shall thereupon be dissolved.   Except  as

provided in the Distribution Plan and upon effective distribution

of  assets  by  the  LLC pursuant thereto, neither  Denver  Post,

Eastern  Colorado nor Denver Publishing shall have  any  separate

right, title or interest in or to any asset of the LLC.

          (b)  If Denver Post and Denver Publishing are unable to

agree  upon a Distribution Plan, all receivables of the LLC shall

be collected and the business affairs and assets of the LLC shall

in  accordance with all applicable terms of The Denver  Newspaper

Agency   Limited   Liability  Company  Operating   Agreement   be

liquidated as promptly as possible in an orderly and businesslike

manner.   The  proceeds  shall  be  applied  and  distributed  in

accordance with the terms of The Denver Newspaper Agency  Limited

Liability Company Operating Agreement in the following order:

               (1)   To  the payment and discharge of all of  the

     LLC's  debts  and  liabilities (other  than  those  to  Post

     Entities and Denver Publishing), including the establishment

     of any necessary reserves;

               (2)   To  the payment of any debts and liabilities

     to  Post Entities and Denver Publishing, including, but  not

     limited  to  those arising pursuant to Section  1.8  hereof;

     and,

               (3)   To Denver Post, Eastern Colorado, and Denver

     Publishing,  or their successors, in accordance  with  their

     respective Percentage Interests.



      7.4   Transfers  of Interests Under the Agreement  and  The

Denver  Newspaper  Agency  Limited  Liability  Company  Operating

Agreement.

   After  the Effective Date, the transfer of the rights  of  any

party under this Agreement or The Denver Newspaper Agency Limited

Liability Company Operating Agreement or as a Member of  the  LLC

shall  be  governed exclusively by the provisions regarding  such

transfer  set  forth  in  The  Denver  Newspaper  Agency  Limited

Liability Company Operating Agreement.



                            ARTICLE 8
                      Costs and Liabilities


     8.1  Responsibility for Costs.

           (a)  Costs for the Application to and Proceedings with

the  Department of Justice.  Each Member shall be responsible for

its  own costs, expenses and liabilities which are directly  part

of  the  application to and proceedings with  the  Department  of

Justice.   Each  of  Post  Entities  (collectively)  and   Denver

Publishing  shall be responsible for one-half of  all  costs  and

expenses  of  the  LLC  with  respect  to  such  application  and

proceedings, including, but without limitation, cost of the hired

economists,  accountants,  or  other  experts  needed  for   such

application and proceedings.

           (b)   Costs for Certain Challenges to the Transactions

Contemplated by this Agreement.  Each Member shall be responsible

for  its  own  costs and expenses (including, without limitation,

costs  of investigation and preparation) incurred in the  defense

of  any suit, action or proceeding initiated or threatened by any

governmental  authority  or  any  person  or  entity  seeking  to

prohibit,  enjoin  or restrain the transactions  contemplated  by

this  Agreement,  or  seeking damages in  connection  with  these

transactions  or  otherwise  attempting  to  challenge  the  full

implementation  of  the joint operating arrangement  provided  in

this  Agreement  including, without limitation,  legal  fees  and

other  costs  and expenses incurred in connection with  any  such

matter.   Each  of  Post Entities, on the one  hand,  and  Denver

Publishing,  on the other, shall be responsible for  one-half  of

all costs and expenses of the LLC incurred in the defense of such

suits, actions or proceedings.

            (c)   Certain  Other  Costs  and  Taxes.   Except  as

otherwise  expressly herein provided, each party shall  bear  all

fees  and  expenses  incurred by such party in  connection  with,

relating   to  or  arising  out  of  the  consummation   of   the

transactions contemplated hereby, including, without  limitation,

all  taxes, attorneys', accountants' and other professional  fees

and expenses.  All applicable sales, use and real estate transfer

taxes, and all title insurance and survey costs shall be paid  by

the LLC.



     8.2  Nature of Relationship.

   Nothing  contained  in  this Agreement  shall  constitute  the

parties hereto as alter egos or joint employers or as having  any

relationship  other than as specifically provided herein  and  in

The  Denver Newspaper Agency Limited Liability Company  Operating

Agreement.   Denver Post, Eastern Colorado and Denver  Publishing

each  will retain and be responsible for (and will indemnify  the

other  Members and the LLC against) all of its respective  debts,

obligations,   liabilities,  and  commitments   which   are   not

transferred to and assumed by the LLC pursuant to this Agreement.



     8.3  Members' Individual Responsibilities.

          (a)  The entire cost and expense of defending, settling

or paying and discharging any liability or other claim on account

of  any article, feature, advertisement, editorial or other  item

published  in  or excluded from The Denver Post or  Denver  Rocky

Mountain News as a result of any act done or omitted to  be  done

by  the  news  and editorial departments of The  Denver  Post  or

Denver  Rocky  Mountain News shall be borne  by  Denver  Post  or

Denver  Publishing, as the case may be.  Each of Denver Post  and

Denver Publishing agrees to indemnify and hold the LLC, the other

Members,  each  of  such  Member's  Affiliates,  its  and   their

directors,  officers  and  employees harmless  against  any  such

liability, cost or expense incurred by such party.

           (b)   Except as may otherwise be specifically provided

in  this  Agreement,  no Member shall be  charged  with  or  held

responsible for any claims arising before or after the  Effective

Date  hereof by reason of any act or omission on the part of  any

other  Member,  and the responsible Member shall defend,  settle,

pay  or  discharge any such matter, and shall indemnify and  hold

harmless the other Members against any such matter, and from  any

liability, cost or expense arising therefrom.



     8.4  LLC's Responsibility.

   After  the  Effective Date, the entire  cost  and  expense  of

defending,  settling or paying and discharging any  liability  or

other   claim   on   account  of  (a)   any   article,   feature,

advertisement, editorial or other item published in  or  excluded

from The Denver Post or Denver Rocky Mountain News as a result of

any  act  done or omitted to be done by the LLC or (b) any  other

act done or omitted to be done by the LLC under this Agreement or

The  Denver Newspaper Agency Limited Liability Company  Operating

Agreement  shall  be  borne  by  the  LLC,  except  as  otherwise

expressly  provided herein or therein.  The LLC  shall  indemnify

and  hold  each  of  Denver  Post, Eastern  Colorado  and  Denver

Publishing and its Affiliates, directors, officers and  employees

harmless against any such liability, cost or expense incurred  by

any of them.



     8.5  Force Majeure.

  No party shall be liable to the others for any failure or delay

in  performance  under  this Agreement or  The  Denver  Newspaper

Agency  Limited Liability Company Operating Agreement  occasioned

by  war, riot, act of God or public enemy, strike, labor dispute,

shortage  of  any supplies, failure of suppliers  or  workers  or

other  cause beyond the control of the party required to perform,

and  such  failure  or  delay shall not be considered  a  default

hereunder,  but this Section 8.5 shall not excuse any party  from

its  obligation  to  pay any sum of money  which  such  party  is

otherwise  required  to  pay pursuant to this  Agreement  or  The

Denver  Newspaper  Agency  Limited  Liability  Company  Operating

Agreement.



                            ARTICLE 9
                          Miscellaneous


     9.1  Notices.

   Each  notice  or  other communication given pursuant  to  this

Agreement  or  The  Denver  Newspaper  Agency  Limited  Liability

Company  Operating Agreement shall be deemed to  have  been  duly

given when hand delivered or three days after being deposited  in

the  United  States  mail,  certified,  postage  prepaid,  return

receipt  requested, and addressed to the party to be notified  at

such party's address as set forth below:

     If to Denver Publishing to:    Denver Rocky Mountain News
                                    c/o The E.W. Scripps Company
                                    312 Walnut Street, 28th Floor
                                    Cincinnati, Ohio  45202
                                    Attn:  Daniel J. Castellini
                                    Senior Vice President and
                                    Chief Financial Officer
                                    Telecopier:  (513) 977-3729

     With a Copy to:                Baker & Hostetler LLP
                                    312 Walnut Street, Suite 2650
                                    Cincinnati, OH 45202
                                    Attn:  William Appleton, Esq.
                                    Telecopier:  (513) 929-0303


     If to either or both           c/o MediaNews Group, Inc.
     of the Post Entities           1560 Broadway, Suite 2100
     (or to the LLC prior           Denver, CO 80202
     to the Effective Date)         Attn:  Joseph J. Lodovic, IV
                                    Executive Vice President and
                                    Chief Financial Officer
                                    Telecopier:  (303) 820-1929

     With a Copy to:                Verner, Liipfert, Bernhard,
                                    McPherson and Hand, Chartered
                                    901 15th Street, N.W., Suite 700
                                    Washington, DC 20005-2301
                                    Attn:  Howell E. Begle, Jr., Esq.
                                    Telecopier:  (202) 371-6279


The  LLC  shall  on  the Effective Date by notice  to  the  other

parties  given in accordance with this Section 9.1  designate  an

address  for  receipt  on  or after  such  date  of  notices  and

communications hereunder.  All such notices to the LLC  shall  on

or after such date be to the attention of the President and Chief

Executive  Officer,  with  copies to  Post  Entities  and  Denver

Publishing  at  the addresses then designated  by  them  for  the

receipt of such notices pursuant to this Section 9.1.  Any  party

may change its address or the individual to whom notice is to  be

directed  hereunder  by  notice to the  other  parties  given  in

accordance with this Section 9.1.



     9.2  Non-Assignability.

   This  Agreement shall be binding upon and shall inure  to  the

benefit  of  each  of  the  parties hereto  and  their  permitted

successors  and assigns, but any attempt by any party  to  assign

any  of  its  rights or to delegate any of its  duties  hereunder

shall be subject to Section 7.4.



     9.3  Entire Understanding.

    This  Agreement  (including  the  Exhibits)  and  The  Denver

Newspaper  Agency  Contribution and  Sale  Agreement  embody  the

entire  understanding and agreement of the parties on the subject

matter  herein and therein contained and supersedes any  and  all

prior  agreements, arrangements, and understandings  relative  to

the subject matter hereof and thereof.



     9.4  Headings.

   Titles,  captions or headings contained in this Agreement  are

inserted only as a matter of convenience and for reference and in

no  way  define,  limit, extend or describe  the  scope  of  this

Agreement or the intent of any provisions hereto.



     9.5  Governing Law.

   This  Agreement shall be construed and enforced in  accordance

with the internal laws of the State of Colorado.



     9.6  Modifications.

  This Agreement shall be amended only by an agreement in writing

and signed by the party against whom enforcement or discharge  is

sought.



     9.7  Severability.

   Each provision of this Agreement shall be considered severable

from  the  rest  and if any provision of this  Agreement  or  its

application to any person, entity or circumstance shall  be  held

invalid   and  contrary  to  any  existing  or  future   law   or

unenforceable to any extent, the remainder of this Agreement  and

the  application of any other provision to any person, entity  or

circumstance  shall  not  be  affected  thereby  and   shall   be

interpreted and enforced to the greatest extent permitted by  law

so  as  to  give  effect to the original intent  of  the  parties

hereto.



     9.8  Specific Performance.

   In  addition to any other remedies the parties may have,  each

party  shall  have  the right to enforce the provisions  of  this

Agreement through injunctive relief or by a decree or decrees  of

specific performance.



     9.9  No Third Party Beneficiaries.

   Nothing in this Agreement, express or implied, shall  give  to

anyone  other  than  the  parties  hereto  and  their  respective

permitted  successors and assigns any benefit, or  any  legal  or

equitable  right, remedy or claim, under or in  respect  of  this

Agreement.

      IN  WITNESS  WHEREOF, the parties have signed  in  multiple

counterparts  this Agreement by their respective duly  authorized

signatories as of the day and year above written.

                         THE DENVER POST CORPORATION


                         By:
                              Joseph J. Lodovic, IV
                              Executive Vice President and
                               Chief Financial Officer

                         EASTERN COLORADO PRODUCTION
                           FACILITIES, INC.


                         By:
                              Joseph J. Lodovic, IV
                              Executive Vice President and
                               Chief Financial Officer


                         DENVER POST PUBLISHING FACILITIES LLC


                         By:
                              Joseph J. Lodovic, IV
                              Executive Vice President and
                               Chief Financial Officer


                         THE DENVER PUBLISHING COMPANY


                         By:
                              Daniel J. Castellini
                              Senior Vice President and
                               Chief Financial Officer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>

                      EMPLOYMENT AGREEMENT           EXHIBIT 10.62


          THIS EMPLOYMENT AGREEMENT is entered into as of July

20, 1999, between THE E. W. SCRIPPS COMPANY, an Ohio corporation

(the "Company"), and KENNETH W. LOWE ("Executive").



                         W I T N E S S E T H :

          WHEREAS, the Company and Executive desire to enter into

this Employment Agreement to insure the Company of the services

of Executive, to provide for compensation and other benefits to

be paid and provided by the Company and Home & Garden Television,

Television Food Network, and Scripps Howard Productions (Cable

Network Companies) to Executive in connection therewith, and to

set forth the rights and duties of the parties in connection

therewith;

          NOW, THEREFORE, in consideration of the mutual promises

herein contained, the parties hereby agree as follows:

          1.   Employment.

               (a)  The Company hereby employs Executive as

Chairman, President and Chief Executive Officer of each of the

Cable Network Companies and Executive hereby accepts such

employment, on the terms and conditions set forth herein.

               (b)  During the term of this Agreement and any

renewal hereof (all references herein to the term of this

Agreement shall include references to the period of renewal

hereof, if any), Executive shall be and have the titles, duties

and authority of Chairman, President and Chief Executive Officer

of each of the Cable Network Companies and shall devote his

entire business time and all reasonable efforts to his employment

and perform diligently such duties as are customarily performed

by the chairman, president and chief executive officer of

companies the size and structure of the Cable Network Companies,

together with such other duties as may be reasonably required

from time to time by the Board of any of the Cable Network

Companies or the Chief Executive Officer or Senior Vice

President/Broadcast Division of the Company, which duties may

include overseeing any new cable networks or related businesses

created or acquired by the Company or the Cable Network Companies

and shall be consistent with his position as set forth above and

as provided in Paragraph 2(b).

               (c)  Executive shall not, without the prior

written consent of the Company, directly or indirectly, during

the term of this Agreement, other than in the performance of

duties naturally inherent to the businesses of the Company and in

furtherance thereof, render services of a business, professional

or commercial nature to any other person or firm, whether for

compensation or otherwise; provided, however, that so long as it

does not materially interfere with his full-time employment

hereunder, Executive may attend to outside investments, and serve

as a director, trustee or officer of, or otherwise participate

in, educational, welfare, social, religious and civic

organizations.

          2.   Term and Positions.

               (a)  Subject to the provisions for renewal and

termination hereinafter provided, the term of this Agreement

shall begin on the date hereof and shall continue for the current

Calendar Year and for the succeeding four Calendar Years.  As of

January 1, 2004, and as of January 1 of each succeeding even

number calendar year thereafter (e.g. 2006, 2008, etc.), such

term automatically shall be extended for two (2) additional

years, unless: (i) this Employment Agreement is terminated as

provided in Paragraph 5 hereof, or (ii) either the Company or

Executive shall have given notice of non-renewal of this

Employment Agreement to the other at least six (6) months before

January 1, 2004, or six (6) months before the beginning of any

such succeeding two (2) year period, as the case may be (for

example, unless such written notice of non-renewal is given on or

prior to July 1, 2003, the term of this Employment Agreement

automatically will be extended, effective January 1, 2004, until

December 31, 2006) (a "Non-renewal Notice").

               (b)  Executive shall serve, and shall be entitled

and have the right to serve, as a member of the Board of each of

the Cable Network Companies and for service on each such Board

Executive will receive only such compensation, if any, that is

paid to officers of the Company for service on each such Board on

which Executive shall serve.  Without limiting the generality of

any of the foregoing, except as hereafter expressly agreed in

writing by Executive, Executive shall not be required to report

to any single individual except the Chief Executive Officer or

the Senior VP/Broadcast Division of the Company and shall report

also to the Boards of the Cable Network Companies.

               3.   Compensation.

               (a)  For all services he may render to the Company

and the Cable Network Companies during the term of this

Agreement, the Company shall pay to Executive the following:

                    (i)  For the period beginning on the date

          hereof and ending December 31, 1999, salary equal to an

          annual salary of five-hundred thousand dollars

          ($500,000), multiplied by the ratio of the number of

          days in the period beginning on the date hereof and

          ending on the last day of the 1999 year to 365; and

                    (ii) for the Calendar Year beginning on

          January 1, 2000, and for each Calendar Year thereafter

          during the term of this Agreement, salary as determined

          by the Compensation Committee, which in no event shall

          be less than the annual salary that was payable by the

          Company to Executive under this Paragraph 3(a) for the

          immediately preceding Calendar Year.

Salary payable by the Company to Executive under this Paragraph

3(a) shall be payable in those installments customarily used in

payment of salaries to the Company's executives (but in no event

less frequently than monthly).

               (b)  In recognition of the value Executive has

created in the Cable Network Companies and in order to encourage

Executive to use his talents to enhance the operations and

profitability of the Cable Network Companies in the future, the

Company hereby grants to Executive 96,038 Deferred Stock Units.

Each Deferred Stock Unit entitles Executive to receive from the

Company on its Maturity Date (as defined herein) one Class A

Common Share.  On January 15 of each of Calendar Years 2000

through 2004 (each such date, a "Maturity Date"), 20% of the

Deferred Stock Units shall mature and be exchanged for an equal

number of Class A Common Shares.  If Executive's employment

hereunder is terminated for any reason (including for "Cause" as

defined herein) before any Maturity Date, Executive (or his

designated beneficiary or legal representative in case of his

death) shall receive Class A Common Shares for the Deferred Stock

Units on each remaining Maturity Date as if Executive were still

employed at such time.  No cash dividends or equivalent amounts

shall be paid on outstanding Deferred Stock Units.  On each

Maturity Date, the Company shall pay to Executive an amount in

cash which shall be equal to the cash dividends, if any, which

would have been paid between the date hereof and the particular

Maturity Date with respect to issued and outstanding Class A

Common Shares equal in number to the number of Deferred Stock

Units maturing on such Maturity Date.  No interest shall be paid

on any dividend equivalent or any part thereof.  All Class A

Common Shares issued in exchange for Deferred Stock Units shall

be treasury shares of the Company.

               (c)  The Company hereby agrees to grant to

Executive under the Company's 1997 Long-Term Incentive Plan (the

"Incentive Plan") for each of Calendar Years 1999 through 2003

during all or part of which Executive is employed hereunder a

number of Class A Common Shares of the Company to be determined

as follows:

          For each such Calendar Year (commencing with 1999) in
     which the Cable Network Companies earn at least a 15% Total
     Business Return (as defined herein), Executive will receive
     a grant of Class A Common Shares equal in value to 1% of the
     Total Business Return for that Calendar Year.  If the Total
     Business Return for the applicable Calendar Year is less
     than 15%, Executive will not be entitled to a grant of Class
     A Common Shares for that Calendar Year. "Total Business
     Return" will equal the percentage obtained by dividing (A)
     the excess, if any, of (i) the value of the Cable Network
     Companies for such Calendar Year plus the net dividends (as
     defined herein) paid by the Cable Network Companies to the
     Company in such Calendar Year over (ii) the value of the
     Cable Network Companies for the immediately preceding
     Calendar Year (the "Prior Year Base") by (B) the Prior Year
     Base.  Notwithstanding anything to the contrary in the
     foregoing, if in any Calendar Year the value of the Cable
     Network Companies for such year is less than the value of
     the Cable Network Companies for the immediately preceding
     Calendar Year, the Total Business Return for each ensuing
     Calendar Year shall be calculated using the value of the
     Cable Network Companies for such immediately preceding
     Calendar Year as the Prior Year Base until such Prior Year
     Base is exceeded in one of such ensuing years.  "Net
     dividends" means cash flows from operation of the Cable
     Network Companies on an after-tax basis net of all
     additional investment in the operating assets of the Cable
     Network Companies.  The two charts attached to this
     Employment Agreement as Exhibit A will serve as hypothetical
     illustrations of the foregoing.

          The number of Class A Common Shares subject to each

grant will be determined by dividing one percent (1%) of the

applicable Total Business Return by the Fair Market Value (as

defined in the Incentive Plan) of a Class A Common Share on

December 31 of the Calendar Year with respect to which such Total

Business Return is calculated.  Each grant will be made on or

before April 15 (the "grant date") of the Calendar Year following

the Calendar Year with respect to which such grant is to be made.

The shares subject to each grant made to Executive hereunder will

vest at the rate of 20% per year on each anniversary (a "vesting

date") of the applicable grant date over the five years first

following such grant.  Unvested shares will remain on deposit

with the Company and Executive will execute a blank stock power

therefor in accordance with the Incentive Plan.

          For purposes hereof, the increase in value of the Cable

Network Companies will be determined by no later than March 31 of

each of Calendar Years 2000 through 2004 by Duff & Phelps.

Executive and the Company agree that such firm will take into

consideration in valuing the Cable Network Companies the

following criteria in addition to such other criteria as such

firm determines to be pertinent: (i) revenues and expenses of the

Cable Network Companies stated at levels generally consistent

with those of a stand-alone company; (ii) future earnings and

cash flow stated at levels generally consistent with those of a

stand-alone company; (iii) historical financial performance to

the extent it provides evidence of prospective results; (iv)

current valuation criteria in equity markets; (v) the

contribution of the Cable Network Companies as a whole to the

market value of the Company; and (vi) the impact of any major new

cable network or related business created or acquired by the

Company or the Cable Network Companies during the term of this

Agreement that Executive is required to oversee. Notwithstanding

the foregoing, Executive and the Company agree as follows: (i) in

valuing the Cable Network Companies Duff & Phelps will not take

into consideration the "break-up" value that could be obtained if

the separate companies or businesses then comprised by the Cable

Network Companies were to be sold individually or as a group;

(ii) after consideration of all criteria as aforesaid (except

"break-up" value) the Cable Network Companies will not be valued

at levels exceeding their contribution as a whole to the market

value of the Company as determined by Duff & Phelps; and (iii) if

the Cable Network Companies as a whole are sold or the equity

thereof becomes publicly traded, the market value of the Cable

Network Companies (as evidenced by the sale price or the public

trading price) will be the sole basis for determining the Total

Business Return and neither Duff & Phelps nor any other valuation

firm will be engaged.  The methodology used by Duff & Phelps for

the first valuation of the Cable Network Companies that it

provides pursuant to this Section 3(c) will be the methodology

used in all other valuations of the Cable Network Companies

pursuant to this Section 3(c).

          If Executive's employment hereunder terminates prior to

any vesting date for reasons other than death, disability (as

defined in Paragraph 4(c) hereof), Change in Control of the

Company or the Cable Network Companies, termination without Cause

(as defined in Paragraph 5(a)(ii) hereof) by the Company, or

termination by Executive in the event of a material breach of

this Agreement by the Company (i) which is not cured in all

material respects within twenty days after Executive gives notice

thereof to the Company and (ii) at a time when the Company does

not have Cause to terminate Executive, all unvested shares and

all rights to future grants hereunder will be forfeited.  "Change

in Control" for purposes of this Agreement shall mean (i) with

respect to the Company, an event that would be required to be

reported in response to Item 1 of Form 8-K or any successor form

thereto promulgated under the Securities Exchange Act of 1934

("Exchange Act"); provided, however, that the termination of The

Edward W. Scripps Trust and the effectiveness, as a result of

such termination, of certain provisions of the Scripps Family

Agreement dated October 15, 1992, as it may be amended from time

to time, shall not constitute a "Change in Control" regardless of

whether such events are required to be or are reported pursuant

to the Exchange Act; and (ii) with respect to the Cable Network

Companies, sale by the Company of all or substantially all assets

of, or transfer by the Company of majority voting control of, the

Cable Network Companies as a whole or the Home and Garden

Television Network or the Television Food Network to any person

that is not controlled by, under common control with, or in

control of the Company.

     If Executive's employment hereunder terminates prior to any

vesting date by reason of his disability or death, or as a result

of a Change in Control, all unvested shares will vest

automatically at the time of such termination and all rights to

future grants hereunder (other than those for the Calendar Year

preceding such termination or in which such termination occurred,

as provided for in the last paragraph of this section) will be

forfeited.

     If Executive's employment hereunder terminates, by reason of

his disability or death, or as a result of a Change in Control,

prior to a grant date following a Calendar Year with respect to

which Executive was employed hereunder and would be entitled to a

grant of Class A Common Shares hereunder, such grant shall

nevertheless be made in accordance herewith, and all shares

subject thereto shall be deemed vested as of the time of such

grant and shall be issued to Executive (or his designated

beneficiary or legal representatives in case of his death) on

such grant date.  If such termination occurs prior to the end of

a Calendar Year, any grant to which Executive is entitled for

such Calendar Year shall be prorated based on the ratio of the

number of business days in such Calendar Year Executive was

employed hereunder to the total number of business days in such

Calendar Year.

     If Executive's employment terminates as a result of a

termination without Cause by the Company or a termination by

Executive in the event of a material breach of this Agreement by

the Company (i) which is not cured in all material respects

within twenty days after Executive gives notice thereof to the

Company and (ii) at a time when the Company does not have Cause

to terminate Executive, all unvested shares will vest

automatically at the time of such termination and all rights to

future grants hereunder will continue and any grant hereunder to

which Executive would have been entitled had he remained employed

hereunder through Calendar Year 2003 and not been so terminated

shall be made in accordance herewith, and all shares subject to

such grant shall be deemed vested as of the time of such grant

and shall be issued to Executive on the applicable grant date (or

to his designated beneficiary or legal representatives in the

case of his death prior to any applicable grant date).

               (d)  Executive shall be entitled, subject to the

terms and conditions of the appropriate plans, to all benefits

provided by the Company to Senior Level Executives in accordance

with the Company's policies from time to time in effect.

               (e)  Upon delivery of proper documentation,

therefore, Executive shall be reimbursed for all first class

travel, hotel and all business expenses when incurred on Cable

Network Companies business.

          4.   Payment in the Event of Death or Permanent
Disability.

               (a)       In the event of Executive's death or

"permanent disability" (as hereinafter defined) during the term

of this Employment Agreement, the Company shall for a period

equal to the greater of (i) twenty-four (24) months following the

date of such death or permanent disability or (ii) the balance of the

term remaining at such date continue to pay to Executive (or his

successors and assigns under the applicable laws of descent and

distribution in the event of his death) Executive's then

effective per annum rate of salary, as determined under Paragraph

3(a), and provide to Executive (or to his family members covered

under his family medical coverage) the same "family" medical

coverage as provided to Executive on the date of such death or

disability.  Furthermore, in the event of Executive's death or

permanent disability, Executive (or his designated beneficiary or

legal representative in case of his death) shall receive Class A

Common Shares for the Deferred Stock Units on each remaining

Maturity Date as if Executive were still employed at such time.

               (b)  Except as otherwise provided in Paragraph

4(a), in the event of Executive's death or permanent disability

Executive's employment hereunder shall terminate and Executive

shall be entitled to no further compensation or other payments or

benefits under this Employment Agreement, except as to unmatured

Deferred Stock Units and that portion of any unpaid salary and

other benefits accrued and earned by him hereunder up to and

including the date of such death or permanent disability, as the

case may be.

               (c)  For purposes of this Employment Agreement,

Executive's "permanent disability" shall be deemed to have

occurred after one hundred fifty (150) days in the aggregate

during any consecutive twelve (12) month period, or after ninety

(90) consecutive days, during which one hundred fifty (150) or

ninety (90) days, as the case may be, Executive, by reason of his

physical or mental disability or illness, shall have been unable

to discharge his duties under this Employment Agreement.  The

date of permanent disability shall be such one hundred fiftieth

(150th) or ninetieth (90th) day, as the case may be.  In the

event either the Company or Executive, after receipt of notice of

Executive's permanent disability from the other, dispute that

Executive's permanent disability shall have occurred, Executive

shall promptly submit to a physical examination by the chief of

medicine of any major accredited hospital in the Cincinnati,

Ohio, area selected by the Company and, unless such physician

shall issue his written statement to the effect that in his or

her opinion, based on his or her diagnosis, Executive is capable

of resuming his employment and devoting his full time and energy

to discharging his duties within thirty (30) days after the date

of such statement, such permanent disability shall be deemed to

have occurred.

               (d)  The payments to be made by the Company to

Executive hereunder shall be offset and therefore reduced by the

amount of any insurance proceeds (on a tax-effected basis) paid

to Executive arising out of the events described in this

Paragraph 4 from insurance policies (not including amounts

otherwise payable to Executive pursuant to insurance policies

provided under Company-wide employee benefit and welfare plans)

obtained by the Company.

          5.   Termination

               (a)  The employment of Executive under this

Employment Agreement, and the term of this Employment Agreement:

                    (i)  shall be terminated automatically upon

          the death or permanent disability of Executive, or

                    (ii) may be terminated for Cause at any time

          by the Company, with any such termination not being in

          limitation of any other right or remedy the Company may

          have under this Employment Agreement or otherwise (for

          purposes of this Employment Agreement, the term "Cause"

          meaning:

                         (A)            Executive's fraud or commission of a

               felony or of an act or series of acts, which in any case

               results in material injury to the business or reputation of

               the Company, or Executive's willful failure to perform his

               duties under this Employment Agreement, which failure has

               not been cured in all material respects within twenty (20)

               days after the Company gives notice thereof to Executive;

               or

                         (B)  Executive's material breach of any provision of

               this Employment Agreement, which breach has not been cured in all

               material respects within twenty (20) days after the Company gives

               notice thereof to Executive); or

                    (iii)     may be terminated at any time by

          the Company other than for the reasons set forth in the

          foregoing clauses (i) and (ii); or

                    (iv) may be terminated at any time (including

          following a Change in Control) by Executive with thirty

          (30) days' advance notice to the Company; or

                    (v)  shall be terminated automatically at the

          end of the term of this Employment Agreement then in

          effect in the event either party gives to the other

          party a Non-renewal Notice.

Upon any such termination, Executive shall be deemed

automatically to have resigned from all offices and directorships

held by Executive in the Company or the Cable Network Companies.

Notwithstanding anything to the contrary in this Section 5(a),

the term "Cause" shall not include any act or series of acts

taken by Executive in good faith on behalf of the Company,

provided that such act or series of acts was within his authority

as Executive, did not constitute a breach of any fiduciary duty

and was not taken again following his receipt of direction to

cease such act or acts from the Chief Executive Officer or Senior

Vice President/Broadcast Division of the Company or the Board of

any of the Cable Network Companies.

               (b)  If Executive's employment with the Company is

terminated by the Company without Cause or by Executive following

a Change in Control or at a time when the Company (i) has been in

material breach of this Agreement for twenty (20) days after

receiving notice of such breach from Executive and (ii) does not

have Cause to terminate Executive, the Company shall continue to

pay to Executive the per annum rate of salary then in effect

under Paragraph 3(a) and provide the benefits described in Paragraph

3(d) then in effect (unless the terms of the applicable plans

expressly prohibit the continuation of such benefits after such

termination and cannot be amended, with applicability of such

amendment limited to Executive, to provide for such continuation)

for a period equal to the greater of (A) twenty-four months or

(B) the balance of the term remaining at the time of such

termination.

               (c)  In the event of termination for any reason

set forth in subparagraph (a) of this Paragraph 5, except as

otherwise provided in Paragraph 5(b), Executive shall be entitled

to no further compensation or other payments or benefits under

this Employment Agreement, except as to that portion of any

unpaid salary and other benefits accrued and earned by him

hereunder up to and including the effective date of such

termination.

               (d)  In the event of termination for any reason

set forth in subparagraph (a) of this Paragraph 5, Executive's

employment with the Company for all purposes shall be deemed to

have terminated as of the effective date of such termination

hereunder, irrespective of whether the Company has a continuing

obligation under this Employment Agreement to make payments or

provide benefits to Executive after such effective date.

          6.   Covenants and Confidential Information

               (a)  Executive acknowledges the Cable Network

Companies' reliance and expectation of Executive's continued

commitment to performance of his duties and responsibilities

during the term of this Employment Agreement.  In light of such

reliance and expectation on the part of the Cable Network

Companies, during the term of this Employment Agreement and (i)

for six (6) months after termination of Executive's employment

and this Employment Agreement by the Company under Paragraph

5(a)(iii) hereof or by Executive at a time when the Company has

been in material breach of this Agreement for twenty (20) days

after receiving notice of such breach from Executive and does not

have Cause to terminate Executive ("Company Breach") or (ii) one year

after termination of Executive's employment and this Employment

Agreement by Executive under Paragraph 5 hereof (other than

termination by Executive for Company Breach) or by the Company

under Paragraph 5(a)(ii) hereof, Executive shall not, directly or

indirectly, do or suffer any of the following:

                    (i)  Own, manage, control or participate in

the ownership, management, or control of, or be employed or

engaged by or otherwise affiliated or associated as a consultant,

independent contractor or otherwise with, any other corporation,

partnership, proprietorship, firm, association or other business

entity, or otherwise engage in any business, which is in

competition with the business of the Cable Network Companies as

and where conducted by the Cable Network Companies at the time of

such termination; provided, however, that the ownership of not

more than one percent (1%) of any class of publicly traded

securities of any entity shall not be deemed a violation of this

covenant, and further provided that Executive's ownership of any

interest in DNL, Inc., a corporation formed by Executive and

certain other persons ("DNL"), shall not be deemed a violation of

this covenant so long as DNL is not competing with any of the

Cable Network Companies and Executive's ownership of such

interest, his participation in the management or control of DNL

or his employment or engagement thereby or affiliation or

association therewith does not materially interfere with his full-

time employment hereunder;

                    (ii) Solicit the employment of, assist in the

soliciting of the employment of, or otherwise solicit the

association in business with any person or entity of, any

employee or officer of the Cable Network Companies.

                    (iii)     Induce any person who is an

employee, officer or agent of the Cable Network Companies to

terminate said relationship.

               (b)  Executive expressly agrees and understands

that the remedy at law for any breach by him of this Paragraph 6

may be inadequate and that the damages flowing from such breach

are not readily susceptible to being measured in monetary terms.

Accordingly, it is acknowledged that, upon adequate proof of

Executive's violation of any provision of this Paragraph 6, the

Cable Network Companies shall be entitled to immediate injunctive

relief and may obtain a temporary order restraining any

threatened or further breach and may withhold any amounts owed to

Executive pursuant to this Agreement.  Nothing in this Paragraph

6 shall be deemed to limit the Cable Network Companies' remedies

at law or in equity for any breach by Executive of any of the

provisions of this Paragraph 6 which may be pursued or availed by

the Cable Network Companies.

               (c)  In the event Executive shall violate any

legally enforceable provision of this Paragraph 6 as to which

there is a specific time period during which he is prohibited

from taking certain actions or from engaging in certain

activities, as set forth in such provision, then, in such event,

such violation shall toll the running of such time period from

the date of such violation until such violation shall cease.

               (d)  Executive has carefully considered the nature

and extent of the restrictions upon him and the rights and

remedies conferred upon the Cable Network Companies under this

Paragraph 6, and hereby acknowledges and agrees that the same are

reasonable in time and territory, are designed to eliminate

competition which otherwise would be unfair to the Cable Network

Companies, do not stifle the inherent skill and experience of

Executive, would not operate as a bar to Executive's sole means

of support, are fully required to protect the legitimate

interests of the Cable Network Companies and do not confer a

benefit upon the Cable Network Companies disproportionate to the

detriment to Executive.

          7.   Withholding Taxes.

               All payments to Executive hereunder shall be

subject to withholding on account of federal, state and local

taxes as required by law.

          8.   No Conflicting Agreements.

               Executive represents and warrants that he is not a

party to any agreement, contract or understanding, whether

employment or otherwise, which would restrict or prohibit him

from undertaking or performing employment in accordance with the

terms and conditions of this Employment Agreement.

          9.   Severable Provisions.

               The provisions of this Employment Agreement are

severable and if any one or more provisions may be determined to

be illegal or otherwise unenforceable, in whole or in part, the

remaining provisions and any partially unenforceable provision to

the extent enforceable in any jurisdiction nevertheless shall be

binding and enforceable.

          10.  Binding Agreement.

               The rights and obligations of the Company under

this Employment Agreement shall inure to the benefit of, and

shall be binding on, the Company and its successors and assigns,

and the rights and obligations (other than obligations to perform

services) of Executive under this Employment Agreement shall

inure to the benefit of, and shall be binding upon, Executive and

his heirs, personal representatives and successors and assigns.

          11.  Arbitration.

               Any controversy or claim arising out of or

relating to this Employment Agreement, or the breach thereof,

shall be settled by arbitration in accordance with the Rules of

the American Arbitration Association then pertaining in the City

of Cincinnati, Ohio, and judgment upon the award rendered by the

arbitrator or arbitrators may be entered in any court having

jurisdiction thereof.  The arbitrator or arbitrators shall be

deemed to possess the powers to issue mandatory orders and

restraining orders in connection with such arbitration; provided,

however, that nothing in this Paragraph 11 shall be construed so

as to deny the Cable Network Companies the right and power to

seek and obtain injunctive relief in a court of equity for any

breach or threatened breach by Executive of any of his covenants

contained in Paragraph 6 hereof.  The parties shall share equally

the fees and other expenses of the arbitrator(s).

          12.  Notices.

               Notices and other communications hereunder shall

be in writing and shall be deemed to have been duly given when

sent by certified mail, postage prepaid, addressed to the

intended recipient at the address set forth at the end of this

Employment Agreement, or at such other address as such intended

recipient hereafter may have designated most recently to the

other party hereto with specific reference to this Paragraph 12.

          13.  Waiver.

               The failure of either party to enforce any

provision or provisions of this Employment Agreement shall not in

any way be construed as a waiver of any such provision or

provisions as to any future violations thereof, nor prevent that

party thereafter from enforcing each and every other provision of

this Employment Agreement.  The rights granted the parties herein

are cumulative and the waiver of any single remedy shall not

constitute a waiver of such party's right to assert all other

legal remedies available to it under the circumstances.

          14.  Miscellaneous.

               This Employment Agreement supersedes all prior

agreements and understandings between the parties and may not be

modified or terminated orally.  All obligations and liabilities

of each party hereto in favor of the other party hereto relating

to matters arising prior to the date hereof  have been fully

satisfied, paid and discharge.  No modification, termination or

attempted waiver shall be valid unless in writing and signed by

the party against whom the same is sought to be enforced.

          15.  Governing Law.

               This Employment Agreement shall be governed by and

construed according to the laws of the State of Ohio.

          16.  Captions and Paragraph Headings.

               Captions and paragraph headings used herein are

for convenience and are not a part of this Employment Agreement

and shall not be used in construing it.

     IN WITNESS WHEREOF, the parties have executed this

Employment Agreement on the day and year first set forth above.

Attn:  Corporate Secretary              THE E. W. SCRIPPS COMPANY
P.O. Box 5380
Cincinnati, Ohio  45201-5380            By:
                                             William R. Burleigh
                                             Chairman and President

104 River Place Lane
Louisville, TN  37777

                                        Kenneth W. Lowe

</TEXT>
</DOCUMENT>
</SUBMISSION>
