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leebylaws.txt









                                     BY-LAWS



                                       OF



                          LEE ENTERPRISES, INCORPORATED



                            (A Delaware corporation)



                           Effective January 23, 2001







                                    ARTICLE I



                                     OFFICES



SECTION 1. Principal  Office.  The principal  office shall be at 229 South State

Street, in the City of Dover, County of Kent, State of Delaware, and the name of

the resident agent in charge thereof is THE  PRENTICE-HALL  CORPORATION  SYSTEM,

INC.



SECTION 2. Other Offices.  The corporation may also have an office or offices at

such other  place or places,  within or without  the State of  Delaware,  as the

Board of  Directors  may from  time to time  designate  or the  business  of the

corporation require.



                                   ARTICLE II



                             STOCKHOLDERS' MEETINGS



SECTION  1.  Annual  Meetings.  An annual  meeting  of the  stockholders  of the

corporation  shall be held at such time and place within or without the State of

Delaware  as may be  determined  by the  Board  of  Directors,  and as  shall be

designated in the notice of said meeting,  for the purpose of electing directors

and for the transaction of such other proper business, notice of which was given

in the notice of the meeting.



SECTION 2. Nomination of Directors and other business.



(a)  Only persons who are nominated in accordance with the following  procedures

     shall be eligible for  election as  directors.  Nominations  of persons for

     election as directors may be made at a meeting of stockholders  only (x) by

     or at the direction of the Board of Directors, (y) by any person or persons

     authorized  to do so by  the  Board  or  (z)  by  any  stockholder  of  the

     corporation  entitled to vote for the  election of directors at the meeting

     who complies  with the notice  procedures  set forth in this Section 2. Any

     such nomination,  other than those made by or at the direction of the Board

     or by persons  authorized  by the Board,  shall be made  pursuant to timely

     notice in writing to the Chairman of the Nominating  Committee of the Board

     of Directors.  Such stockholder's notice of a proposed nomination shall set

     forth,  as to each person  whom the  stockholder  proposes to nominate  for

     election or re-election as a director,  (i) the name, age, business address

     and  residence  address of the person,  (ii) the  principal  occupation  or

     employment  of the person,  (iii) the class and number of shares of capital

     stock of the corporation  which are beneficially  owned by the person,  and

     (iv) any other  information  relating  to the person that is required to be

     disclosed in solicitations  for proxies for election of directors  pursuant

     to  Regulation  14A under the  Securities  Exchange Act of 1934,  as now or

     hereafter  amended;  and as to the stockholder  giving the notice,  (v) the

     name and record address of such  stockholder  and (vi) the class and number

     of  shares  of  the  corporation  which  are  beneficially  owned  by  such

     stockholder.  The corporation  may require any proposed  nominee to furnish

     such other  information as may reasonably be required by the corporation to

     determine the eligibility of such proposed nominee to serve as director. No

     person  shall be eligible  for  election  as a director of the  corporation

     unless  nominated in accordance  with the  procedures  set forth herein and

     unless  qualified  under  the  other  provisions  of these  bylaws.  If the

     Chairman  of the  meeting  determines  that a  nomination  was not  made in

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