Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 9, 2008, the Company's board of directors approved an amendment and restatement of Article II, Section 17 of the Company's Bylaws. The amendment and restatement clarifies that the rights to indemnification and advancement of expenses are contractual rights between the Company and each covered officer or director that vest upon the commencement of the covered person's service, and that the indemnification and advancement provisions of the Bylaws may not be retroactively amended to adversely affect the rights of such covered persons. The Company's Amended Bylaws are attached as Exhibit 3.2.

Item 9.01 Financial Statements and Exhibits

(d) Exhibit 3.2

Amended Bylaws of Gannett Co., Inc.

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