SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                  SCHEDULE 13G


                    Under the Securities Exchange Act of 1934
                               (Amendment No. 11)

                                 Tribune Company
                                 ---------------
                                (Name of Issuer)


                           Common Stock, No Par Value
                           --------------------------
                         (Title of Class of Securities)


                                   896047 10 7
                                   -----------
                                 (CUSIP Number)

Check the following box if a fee is being paid with this statement [_]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)



------------------------                          ------------------------------
CUSIP No. 896047 10 7               13G           Page    2    of    6    Pages
          -----------                                  -------    -------
------------------------                          ------------------------------

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      Name of Reporting Person
  1   S.S. or I.R.S. Identification No. of above person

         Northern Trust Corporation                  36-2723087
         The Northern Trust Company                  36-1561860
         Northern Trust Bank of Arizona, NA          86-0377338
         Northern Trust Bank of California, NA       94-2938925
         Northern Trust Bank of Florida, NA          36-3190871
         Northern Trust Bank of Texas, NA            75-1999849
         Northern Trust Investments, Inc.            36-3608252
         Northern Trust Bank, FSB                    38-3424562

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      Check the appropriate box if a member of a group
  2
         Not Applicable                                       (a) [_]
                                                              (b) [_]

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      S.E.C. use only
  3

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      Citizenship or place of organization
  4
         Northern Trust Corporation--a Delaware corporation with principal
         offices in Chicago, Illinois

--------------------------------------------------------------------------------
                              Sole Voting Power
                       5
  Number of                   5,725,651
                     -----------------------------------------------------------
    shares                    Shared Voting Power
 beneficially          6
   owned by                   21,324,715
                     -----------------------------------------------------------
     each                     Sole Dispositive Power
  reporting            7
    person                    5,886,006
                     -----------------------------------------------------------
     with                     Shared Dispositive Power
                       8
                              21,032,123
                     -----------------------------------------------------------
      Aggregate amount beneficially owned by each reporting person
  9
         27,127,305

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

      Check box if the aggregate amount in Row (9) excludes certain shares.
10
         Not Applicable

--------------------------------------------------------------------------------
      Percent of class represented by amount in Row 9
11
                9.11

--------------------------------------------------------------------------------
      Type of reporting person
12
         Northern Trust Corporation  HC

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


                                                                           Pg. 3

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

             SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934

Check the following box if a fee is being paid with statement[_].

1. (a)  Tribune Company
        ---------------
        (Name of Issuer)

   (b)  435 North Michigan Ave., Chicago, IL  60611
        -------------------------------------------
        (Address of Issuer's Principal Executive Office)

2. (a)  Northern Trust Corporation
        --------------------------
        (Name of Person Filing)

   (b)  50 South LaSalle Street, Chicago, Illinois 60675
        ------------------------------------------------
        (Address of Person Filing)

   (c)  U.S. (Delaware Corporation)
        ---------------------------
        (Citizenship)

   (d)  Common Stock, No Par
        --------------------
        (Title of Class of Securities)

   (e)  896047 10 7
        -----------
        (CUSIP Number)

3. This statement is being filed by Northern Trust Corporation as a Parent
   Holding Company in accordance with S240.13d-1(b) (1) (ii) (G).

4. (a)  27,127,305
        -----------
        (Amount Beneficially Owned)

   (b)  9.11
        ----
        (Percent of Class)

   (c)  Number of shares as to which such person has:

        (i)        5,725,651
                  ----------
               (Sole Power to Vote or to Direct the Vote)

        (ii)      21,324,715
                  ----------
               (Shared Power to Vote or to Direct the Vote)

        (iii)        5,886,006
                  ------------
               (Sole Power to Dispose or Direct Disposition)

        (iv)      21,032,123
                  ----------
               (Shared Power to Dispose or Direct Disposition)


                                                                           Pg. 4

5.  If this statement is being filed to report the fact that as of the date
    hereof the reporting person has ceased to be the beneficial owner of more
    than 5 percent of the class of securities, check the following: [_]

6.  Statement regarding ownership of 5 percent or more on behalf of another
    person:










7.  Parent Holding Company reporting on behalf of the following subsidiaries,
    all of which are banks as defined in Section 3(a) (6) of the Act:

    The Northern Trust Company               Northern Trust Bank of Arizona N.A.
    50 South LaSalle Street                  2398 East Camelback Road
    Chicago, IL  60675                       Phoenix, AZ  85016

    Northern Trust Bank of California N.A.   Northern Trust Bank of Florida N.A.
    355 South Grand Avenue, Suite 2600       700 Brickell Avenue
    Los Angeles, CA  90071                   Miami, FL  33131

    Northern Trust Bank of Texas N.A.        Northern Trust Investments, Inc.
    2020 Ross Avenue                         50 South LaSalle Street
    Dallas, TX  75201                        Chicago, IL  60675

    Northern Trust Bank, FSB
    40701 Woodward Avenue, Suite 110
    Bloomfield Hills, Michigan 48304

8.  Identification and Classification of Members of the Group.

                                 Not Applicable.

9.  Notice of Dissolution of Group.

                                 Not Applicable.

10. By signing below I certify that, to the best of my knowledge and belief, the
    securities referred to above were acquired in the ordinary course of
    business and were not acquired for the purpose of and do not have the
    effect of changing or influencing the control of the issuer of such
    securities and were not acquired in connection with or as a participant in
    any transaction having such purpose or effect.



     After reasonable inquiry and to the best of my knowledge and belief, I
     certify that the information set forth in this statement is true, complete
     and correct.

                                              NORTHERN TRUST CORPORATION

                                              __________________________________
                                              By:  Perry R. Pero
                                                   -------------

DATED:  02-08-2002                            As its:  Vice Chairman
        ----------                                     -------------



                             EXHIBIT TO SCHEDULE 13G
                       FILED BY NORTHERN TRUST CORPORATION

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549-1004
Attention: Filing Desk, Stop 1-4

                               RE: Tribune Company
                                   ---------------

         Pursuant to the requirement of 240.13d-1(k) (1) (iii), this exhibit
shall constitute our written agreement that the Schedule 13G to which this
exhibit is attached is filed on behalf of Northern Trust Corporation and of its
subsidiary(ies), as stated below, regarding our respective beneficial ownership
in the above-captioned equity security.

                                               NORTHERN TRUST CORPORATION

                                               _________________________________
                                               By:  Perry R. Pero
                                                    -------------

DATED:  02-08-2002                             As its:  Vice Chairman
        ----------                                      -------------

The NORTHERN TRUST COMPANY

________________________________________
By: Perry R. Pero
    -------------
As its Vice Chairman
       -------------

NORTHERN TRUST BANK OF ARIZONA, NA
NORTHERN TRUST BANK OF CALIFORNIA, NA
NORTHERN TRUST BANK OF FLORIDA, NA
NORTHERN TRUST BANK OF TEXAS, NA


________________________________________
By: Barry G. Hastings
---------------------
As its Authorized Representative
      --------------------------

NORTHERN TRUST BANK, FSB

________________________________________
By: Brian J. Hofmann
--------------------
As its Authorized Representative
      --------------------------

NORTHERN TRUST INVESTMENTS, INC.

________________________________________
By:  Orie L. Dudley
-------------------
As its Director
      ---------