UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D
                    Under the Securities Exchange Act of 1934
                               (Amendment No. 8)*

                           THE NEW YORK TIMES COMPANY
--------------------------------------------------------------------------------
                                (Name of Issuer)

                     Class A Common Stock of $.10 par value
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   650111 10 7
--------------------------------------------------------------------------------
                                 (CUSIP Number)

                               Theodore R. Wagner
                            Carter, Ledyard & Milburn
                     2 Wall Street, New York, New York 10005
                                 (212) 732-3200
--------------------------------------------------------------------------------
            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)

                                 June 21, 2002
--------------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)

         If the filing person has  previously  filed a statement on Schedule 13G
to report the  acquisition  that is the  subject of this  Schedule  13D,  and is
filing  this  schedule  because  of  Sections   240.13d-1(e),   240.13d-1(f)  or
240.13d-1(g), check the following box [ ].

         NOTE:  Schedules  filed in paper format shall include a signed original
and five copies of the schedule,  including all exhibits. See Rule 240.13d-7 for
other parties to whom copies are to be sent.

         *The  remainder  of this cover page shall be filled out for a reporting
person's  initial  filing on this  form with  respect  to the  subject  class of
securities,  and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.

         The information  required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise  subject to the  liabilities of that section of
the Act but shall be subject to all other  provisions of the Act  (however,  see
the Notes).







CUSIP No. 650111 10 7

1   NAME OF REPORTING PERSON:   Arthur Ochs Sulzberger
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not Applicable

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:    (a) [X]
                                                         (b) [ ]

3   SEC USE ONLY

4   SOURCE OF FUNDS: NOT APPLICABLE

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
    2(d) or 2(e):                                                        [ ]

6   CITIZENSHIP OR PLACE OF ORGANIZATION: United States

NUMBER OF           7   SOLE VOTING POWER:  5,169,830 shares*
SHARES
BENEFICIALLY        8   SHARED VOTING POWER:  1,627,836 shares
OWNED BY
EACH                9   SOLE DISPOSITIVE POWER:  5,169,830 shares*
REPORTING
PERSON WITH         10  SHARED DISPOSITIVE POWER:  1,627,836 shares

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
    6,797,666 Shares

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
    CERTAIN SHARES                                                       [X]

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 4.5%

14  TYPE OF REPORTING PERSON: IN

-----------
*    Includes  798,876 shares  issuable upon exercise of stock options and 3,570
     shares issuable upon conversion of 3,570 shares of Class B Common Stock.

                                       2






1   NAME OF REPORTING PERSON:   Daniel H. Cohen
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not Applicable

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:    (a) [X]
                                                         (b) [ ]

3   SEC USE ONLY

4   SOURCE OF FUNDS: NOT APPLICABLE

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
    2(d) or 2(e):                                                        [ ]

6   CITIZENSHIP OR PLACE OF ORGANIZATION: United States

NUMBER OF           7   SOLE VOTING POWER:       4,788 shares*
SHARES
BENEFICIALLY        8   SHARED VOTING POWER:   3,525,258 shares**
OWNED BY
EACH                9   SOLE DISPOSITIVE POWER:      4,788 shares*
REPORTING
PERSON WITH         10  SHARED DISPOSITIVE POWER:  3,525,258 shares**

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
      3,530,046  Shares

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
    CERTAIN SHARES                                                       [ ]

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 2.3%

14  TYPE OF REPORTING PERSON: IN

-----------
     *    Consists of 1,620 shares  issuable upon  conversion of 1,620 shares of
          Class B Common Stock.
     **   Includes  738,810 shares issuable upon conversion of 738,810 shares of
          Class B Common Stock.



                                       3





1   NAME OF REPORTING PERSON:   Lynn G. Dolnick
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not Applicable

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:    (a) [X]
                                                         (b) [ ]

3   SEC USE ONLY

4   SOURCE OF FUNDS: NOT APPLICABLE

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
    2(d) or 2(e):                                                        [ ]

6   CITIZENSHIP OR PLACE OF ORGANIZATION: United States

NUMBER OF           7   SOLE VOTING POWER:  29,350 shares
SHARES
BENEFICIALLY        8   SHARED VOTING POWER:  3,472,964 shares*
OWNED BY
EACH                9   SOLE DISPOSITIVE POWER:   29,350 shares
REPORTING
PERSON WITH         10  SHARED DISPOSITIVE POWER:  3,472,964 shares*

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
    3,502,314 shares

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
    CERTAIN SHARES                                                       [ ]

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 2.3%

14  TYPE OF REPORTING PERSON: IN

-----------
     *    Includes  739,928 shares issuable upon conversion of 739,928 shares of
          Class B Common Stock.

                                       4






1   NAME OF REPORTING PERSON:   Jacqueline H. Dryfoos
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not Applicable

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:    (a) [X]
                                                         (b) [ ]

3   SEC USE ONLY

4   SOURCE OF FUNDS: NOT APPLICABLE

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
    2(d) or 2(e):                                                        [ ]

6   CITIZENSHIP OR PLACE OF ORGANIZATION: United States

NUMBER OF           7  SOLE VOTING POWER:  540,806 shares*
SHARES
BENEFICIALLY        8  SHARED VOTING POWER:  3,445,010 shares**
OWNED BY
EACH                9  SOLE DISPOSITIVE POWER:  540,806 shares*
REPORTING
PERSON WITH         10 SHARED DISPOSITIVE POWER:  3,445,010 shares**

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
    3,985,816 shares

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
    CERTAIN SHARES                                                       [ ]

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):  2.6%

14  TYPE OF REPORTING PERSON: IN

-----------
     *    Includes 8,000 shares  issuable upon exercise of stock options and 600
          shares issuable upon conversion of 600 shares of Class B Common Stock.

     **   Includes  738,810 shares issuable upon conversion of 738,810 shares of
          Class B Common Stock.

                                       5










1   NAME OF REPORTING PERSON:   Arthur S. Golden
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not Applicable

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:    (a) [X]
                                                         (b) [ ]

3   SEC USE ONLY

4   SOURCE OF FUNDS: NOT APPLICABLE

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
    2(d) or 2(e):                                                        [ ]

6   CITIZENSHIP OR PLACE OF ORGANIZATION: United States

NUMBER OF           7   SOLE VOTING POWER:  98,000 shares
SHARES
BENEFICIALLY        8   SHARED VOTING POWER:  3,465,912 shares*
OWNED BY
EACH                9   SOLE DISPOSITIVE POWER:  98,000 shares
REPORTING
PERSON WITH         10  SHARED DISPOSITIVE POWER:  3,465,912 shares*

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
    3,563,912 shares

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
    CERTAIN SHARES                                                       [X]

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):  2.4%

14  TYPE OF REPORTING PERSON: IN

-----------
     *    Includes  739,928 shares issuable upon conversion of 739,928 shares of
          Class B Common Stock.

                                       6








1   NAME OF REPORTING PERSON:   Michael Golden
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not Applicable

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:    (a) [X]
                                                         (b) [ ]

3   SEC USE ONLY

4   SOURCE OF FUNDS: NOT APPLICABLE

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
    2(d) or 2(e):                                                        [ ]

6   CITIZENSHIP OR PLACE OF ORGANIZATION: United States

NUMBER OF           7   SOLE VOTING POWER:  218,270 shares*
SHARES
BENEFICIALLY        8   SHARED VOTING POWER:  3,487,858 shares**
OWNED BY
EACH                9   SOLE DISPOSITIVE POWER:  218,270 shares*
REPORTING
PERSON WITH         10  SHARED DISPOSITIVE POWER:  3,487,858 shares**

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
    3,706,128 shares

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
    CERTAIN SHARES                                                       [X]

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):  2.4%

14  TYPE OF REPORTING PERSON: IN

-----------
     *    Includes  218,270  shares  issuable upon exercise of stock options (of
          which  65,562  options  have  been  transferred  to a  family  limited
          partnership) and 1,120 shares issuable upon conversion of 1,120 shares
          of Class B Common Stock.

     **   Includes  738,810 shares issuable upon conversion of 738,810 shares of
          Class B Common Stock.

                                        7






1   NAME OF REPORTING PERSON:   Eric Lax
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not Applicable

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:    (a) [X]
                                                         (b) [ ]

3   SEC USE ONLY

4   SOURCE OF FUNDS: NOT APPLICABLE

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
    2(d) or 2(e):                                                        [ ]

6   CITIZENSHIP OR PLACE OF ORGANIZATION: United States

NUMBER OF           7   SOLE VOTING POWER:  27,032 shares
SHARES
BENEFICIALLY        8   SHARED VOTING POWER:  2,154,030 shares*
OWNED BY
EACH                9   SOLE DISPOSITIVE POWER:  27,032 shares
REPORTING
PERSON WITH         10  SHARED DISPOSITIVE POWER:  2,154,030 shares*

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
    2,181,062 shares

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
    CERTAIN SHARES                                                       [X]

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):  1.4%

14  TYPE OF REPORTING PERSON: IN

-----------
     *    Includes  738,810 shares issuable upon conversion of 738,810 shares of
          Class B Common Stock.

                                        8







1   NAME OF REPORTING PERSON:   Arthur Sulzberger, Jr.
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not Applicable

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:    (a) [X]
                                                         (b) [ ]

3   SEC USE ONLY

4   SOURCE OF FUNDS: NOT APPLICABLE

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
    2(d) or 2(e):                                                        [ ]

6   CITIZENSHIP OR PLACE OF ORGANIZATION: United States

NUMBER OF           7  SOLE VOTING POWER:  372,390 shares*
SHARES
BENEFICIALLY        8  SHARED VOTING POWER:  3,479,829 shares**
OWNED BY
EACH                9  SOLE DISPOSITIVE POWER:  372,390 shares*
REPORTING
PERSON WITH         10 SHARED DISPOSITIVE POWER:  3,479,829 shares**

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
    3,852,219 shares

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
    CERTAIN SHARES                                                       [X]

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 2.5%

14  TYPE OF REPORTING PERSON: IN

-----------
     *    Includes  345,280  shares  issuable upon exercise of stock options (of
          which  60,140  options  have  been  transferred  to a  family  limited
          partnership)  and 960 shares issuable upon conversion of 960 shares of
          Class B Common Stock.

     **   Includes  738,810 shares issuable upon conversion of 738,810 shares of
          Class B Common Stock.

                                       9







1   NAME OF REPORTING PERSON:   Cathy J. Sulzberger
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not Applicable

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:    (a) [X]
                                                         (b) [ ]

3   SEC USE ONLY

4   SOURCE OF FUNDS: NOT APPLICABLE

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
    2(d) or 2(e):                                                        [ ]

6   CITIZENSHIP OR PLACE OF ORGANIZATION: United States

NUMBER OF           7   SOLE VOTING POWER:  75,179 shares*
SHARES
BENEFICIALLY        8   SHARED VOTING POWER:  3,467,601 shares**
OWNED BY
EACH                9   SOLE DISPOSITIVE POWER:   75,179 shares*
REPORTING
PERSON WITH         10  SHARED DISPOSITIVE POWER:  3,467,601 shares**

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
    3,542,780 shares

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
    CERTAIN SHARES                                                       [X]

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):  2.3%

14  TYPE OF REPORTING PERSON: IN

-----------
     *    Includes 960 shares  issuable upon conversion of 960 shares of Class B
          Common Stock.

     **   Includes  738,810 shares issuable upon conversion of 738,810 shares of
          Class B Common Stock.

                                       10





     This  Amendment No. 8 to a Statement on Schedule 13D is being filed jointly
by Arthur Ochs  Sulzberger,  Daniel H. Cohen,  Lynn G.  Dolnick,  Jacqueline  H.
Dryfoos, Arthur S. Golden, Michael Golden, Eric Lax, Arthur Sulzberger, Jr., and
Cathy J. Sulzberger to report (a) the  resignation,  effective June 21, 2002, of
Arthur Ochs  Sulzberger  as a trustee of the trust  created  under an  indenture
dated as of June 24, 1997,  and amended as of December 14, 2000,  between Arthur
Ochs Sulzberger,  Marian S. Heiskell,  Ruth S. Holmberg and Judith P. Sulzberger
as  grantors,  and the  grantors  and Lynn G.  Dolnick  as  trustees  (the "1997
Trust"), and (b) the election, effective June 21, 2002, of Eric Lax as a trustee
of the 1997 Trust.

Item 2.  Identity and Background.

     ITEM 2 OF THIS  STATEMENT  IS HEREBY  AMENDED  AND  RESTATED TO READ IN ITS
ENTIRETY AS FOLLOWS:

     (a) The persons filing this statement are Arthur Ochs Sulzberger, Daniel H.
Cohen, Lynn G. Dolnick, Jacqueline H. Dryfoos, Arthur S. Golden, Michael Golden,
Eric Lax,  Arthur  Sulzberger,  Jr. and Cathy J.  Sulzberger  (collectively  the
"Filing  Persons").  In addition,  the following other persons are named in Item
5(b) of this Statement as sharing  voting or dispositive  power with one or more
Filing Persons (the "Additional Persons"): Marian S. Heiskell, Ruth S. Holmberg,
Judith P. Sulzberger,  Leah Keith, James M. Cohen,  Susan W. Dryfoos,  Edward I.
Dolnick,  Anne B. Golden,  Gertrude Golden,  Stephen A.O. Golden,  Paul Hanafin,
David Perpich, Cynthia F. Sulzberger, Karen A. Sulzberger and Gail Gregg.

     (b) The business address of Michael Golden and Arthur  Sulzberger,  Jr. and
is The New York Times Company,  229 West 43rd Street,  New York, New York 10036.
The business address of Daniel H. Cohen is 230 West 41st Street, Suite 1604, New
York, New York 10036. The business address of Lynn G. Dolnick is the Smithsonian
Institution,  3001  Connecticut  Avenue,  Washington,  D.C. 20008.  The business
address of Arthur Ochs Sulzberger, Jacqueline

                                       11





H. Dryfoos, Arthur S. Golden, Cathy J. Sulzberger, Marian S. Heiskell, Judith P.
Sulzberger,  Leah Keith,  James M. Cohen,  Susan W. Dryfoos,  Edward I. Dolnick,
Anne B. Golden,  Gertrude Golden,  Stephen A.O. Golden, David Perpich, Eric Lax,
Cynthia  F.  Sulzberger,  Karen A.  Sulzberger  and Gail  Gregg is 229 West 43rd
Street,  Room 1031,  New York, New York 10036.  The business  address of Ruth S.
Holmberg is The Chattanooga Times, 100 East Tenth Street, Chattanooga, Tennessee
37401. The business  address of Paul Hanafin is  Insignia/ESG,  1015 15th Street
NW, Washington, D.C.

     (c) Arthur Ochs Sulzberger was until April 16, 2002,  principally  employed
as  Chairman  Emeritus  and a director  of the  Company  and since then has been
retired  while  continuing  to  serve  as  a  director  of  various   charitable
organizations.  The  principal  businesses of the Company  comprise  diversified
media activities including: the publication of newspapers and magazines, such as
The New York Times and The Boston Globe;  newspaper distribution in the New York
City and Boston  metropolitan  areas; news, photo and graphics services and news
and features syndication;  the licensing of the trademarks and copyrights of The
New  York  Times  and The  Boston  Globe;  television  and  radio  broadcasting;
electronic information and publishing;  Internet businesses;  and forest product
investments.  The address of the Company is 229 West 43rd Street,  New York, New
York 10036.

     Daniel H. Cohen is principally employed as a President of Dan Cohen & Sons,
a television producer.

     Lynn G.  Dolnick  is  principally  employed  as  Chief of the  Division  of
Exhibition  Interpretation  at the National  Zoological  Park of the Smithsonian
Institution,  the address of which is 3001 Connecticut Avenue, Washington,  D.C.
20008.

     Jacqueline  H.  Dryfoos is  principally  employed as a  psychotherapist  in
private practice.


                                       12





She is also a director of the Company.

     Arthur S. Golden is principally employed as a writer.

     Michael  Golden is  principally  employed as Vice  Chairman and Senior Vice
President of the Company.

     Eric Lax is principally employed as a writer.

     Arthur Sulzberger,  Jr. is principally  employed as Chairman of the Company
and Publisher of The New York Times.

     Cathy J.  Sulzberger  is  principally  employed  as a partner  in LHIW Real
Estate  Development  Partnership,  the address of which is 4506 Drummond Avenue,
Chevy Chase, Maryland 20815. She is also a director of the Company.

     Marian S.  Heiskell  is  principally  employed  as a  director  of  various
charitable organizations.

     Ruth S.  Holmberg  is retired as Chairman of Times  Printing  Company,  the
publisher of The Chattanooga  Times newspaper,  the address of which is 100 East
Tenth Street, Chattanooga, Tennessee 37401.

     Judith P.  Sulzberger  is a  physician  currently  retired  from the active
practice of medicine.

     James M. Cohen is currently a fulltime student.

     Susan W. Dryfoos is  principally  employed as a producer of motion  picture
films.

     Stephen A.O. Golden is principally employed as a law clerk.

     Paul Hanafin is principally employed as a commercial real estate broker.

     David Perpich is not currently employed.

     Cynthia F.  Sulzberger is principally  employed as a teacher at the Hampton
Day School, Bridgehampton, New York.

                                       13






     Edward I. Dolnick is principally employed as a writer.

     Gail Gregg is principally employed as an artist and an art teacher.

     Karen A.  Sulzberger,  Anne B. Golden,  and Gertrude Golden are principally
involved in various charitable organizations.

     (d)  None of the  Filing  Persons  or  Additional  Persons  has  ever  been
convicted in a criminal proceeding.

     (e) None of the Filing Persons or Additional  Persons has ever been a party
to a civil proceeding of a judicial or administrative body, as a result of which
he or she was or is subject to (i) a judgment,  decree or final order  enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws, or (ii) a judgment,  decree or final order finding any
violation with respect to such laws.

     (f) All the Filing  Persons  and  Additional  Persons  are  citizens of the
United States.

Item 4. Purpose of Transaction.

     ITEM 4 OF THIS  STATEMENT  IS HEREBY  AMENDED  TO READ IN ITS  ENTIRETY  AS
FOLLOWS:

     The  primary  purpose  of the  1997  Trust  is to  maintain  the  editorial
independence  of The  New  York  Times  and  perpetuate  it  "as an  independent
newspaper, entirely fearless, free of ulterior influence and unselfishly devoted
to the  public  welfare,"  in  accordance  with the  wishes of Adolph S. Ochs as
expressed in his will. This purpose has been effectuated by maintaining  control
of The New York  Times in the  hands of a small  number  of the  descendants  of
Adolph S. Ochs  acting as trustees of the 1997 Trust for the benefit of all such
descendants.  The 1997 Trust holds approximately 87.2% of the outstanding shares
of the Company's Class B Stock of 10(cent) par

                                       14





value (the  "Class B Stock"),  which is not  publicly  traded and the holders of
which  have the  right  to elect  approximately  70% of the  Company's  board of
directors.

         Except as  described  in Item 6 of this  Amendment  No.  8, the  Filing
Persons  and the  Additional  Persons  currently  have no plan or  proposal,  as
shareholders of the Company, which relates to or would result in:

     (a) the acquisition by any person of additional  securities of the Company,
or the disposition of securities of the Company,  except that the Filing Persons
may  continue to make gifts of Class A Stock to or for the benefit of members of
their immediate families and charitable institutions;

     (b)  an   extraordinary   corporate   transaction,   such   as  a   merger,
reorganization,   or   liquidation,   involving   the  Company  or  any  of  its
subsidiaries;

     (c) a sale or transfer of a material amount of the assets of the Company or
any of its subsidiaries;

     (d) any change in the  present  board of  directors  or  management  of the
Company,  including  any  plan or  proposal  to  change  the  number  or term of
directors or to fill any existing vacancies on the board;

     (e) any material change in the present capitalization or dividend policy of
the Company;

     (f) any  other  material  change in the  Company's  business  or  corporate
structure;

     (g) changes in the Company's  charter or by-laws or other actions which may
impede the acquisition of control of the Company by any person;

                                       15





     (h) a class of  securities  of the Company  being  delisted from a national
securities  exchange or ceasing to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association;

     (i) a class of equity  securities  of the  Company  becoming  eligible  for
termination  of  registration  pursuant to Section  12(g)(4)  of the  Securities
Exchange Act of 1934 (the "Exchange Act"); or

     (j) any action  similar to any of those  enumerated  above.

     However,  such plans or proposals  may have been  considered,  and may from
time to time hereafter be considered,  by Jacqueline H. Dryfoos, Michael Golden,
Arthur Sulzberger,  Jr. and Cathy J. Sulzberger in their capacities as directors
of the  Company,  and by  Michael  Golden and  Arthur  Sulzberger,  Jr. in their
capacities as executive officers of the Company.

Item 5.  Interest in Securities of the Issuer.

     ITEM 5 OF THIS  STATEMENT  IS HEREBY  AMENDED  AND  RESTATED TO READ IN ITS
ENTIRETY AS FOLLOWS:

     (a) and (b) Arthur Ochs Sulzberger is the direct  beneficial  owner of, and
has sole voting and dispositive power with respect to, 5,169,830 shares of Class
A Stock consisting of (i) 4,367,384  outstanding shares which he holds directly,
(ii) 3,570 shares issuable to him upon the conversion of 3,570 shares of Class B
Stock  which he holds  directly,  and (iii)  798,876  shares  issuable  upon the
exercise of options granted to him under Company stock option plans.(1)

     Arthur Ochs  Sulzberger  is also an officer and director of The  Sulzberger
Foundation,  Inc.  (the  "Foundation"),  which holds  307,636  shares of Class A
Stock, as to which shares Arthur

_________
     (1) All shares shown herein as  beneficially  owned by a Filing Person that
are  issuable  upon  exercise of options are shares  which may be acquired  upon
exercise of  currently  exercisable  options or options  which will first become
exercisable on or prior to August 31, 2002.


                                       16







Ochs  Sulzberger  shares  voting and  dispositive  power with Ruth S.  Holmberg,
Marian S.  Heiskell  and  Judith P.  Sulzberger,  all of whom are  officers  and
directors of the Foundation.

     Also, each of Arthur Ochs  Sulzberger and his children  Arthur  Sulzberger,
Jr., Cathy J. Sulzberger,  Cynthia F. Sulzberger, and Karen A. Sulzberger, holds
a 19.8% membership  interest in A SOCK, L.L.C.,  which is the general partner in
OXBOX,  L.P. OXBOX,  L.P. holds 1,320,200 shares of Class A Stock.  Accordingly,
Arthur  Ochs  Sulzberger  may be deemed to share  with his  children  voting and
dispositive  power with  respect to these  1,320,200  shares.  The  remaining 1%
membership interest in A SOCK L.L.C. is held by Marujupu,  L.L.C.  ("Marujupu"),
which is wholly owned by the 1997 Trust.

     In  summary  of the  foregoing,  Arthur  Ochs  Sulzberger  is the direct or
indirect beneficial owner in the aggregate of 6,797,666 shares of Class A Stock,
representing approximately 4.5% of the outstanding shares of Class A Stock. (2)

     Arthur Ochs  Sulzberger's  wife,  Allison B.  Cowles,  owns 2,054 shares of
Class A Stock. Arthur Ochs Sulzberger  disclaims  beneficial  ownership of these
shares,  which are excluded from the  aggregate  number of shares shown above as
being beneficially owned by him.

     Daniel H. Cohen is the direct  beneficial owner of, and has sole voting and
dispositive  power with respect to, 4,788 shares of Class A Stock  consisting of
3,168  outstanding  shares of Class A Stock  which he holds  directly  and 1,620
shares of Class A Stock  issuable to him upon the  conversion of 1,620 shares of
Class B Stock which he holds directly.

_________
     (2) Except as described in footnote 3 below, each percentage of outstanding
Class A Stock herein for an individual  Filing Person is a percentage of the sum
of (a) the 150,667,688 shares of Class A Stock shown as outstanding as of May 3,
2002, in the Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 2002, (b) for a Filing Person other than Arthur Ochs Sulzberger, the 738,810
unissued  shares which are issuable upon the conversion of Class B Stock held by
the 1997 Trust,  and (c) the other  unissued  shares  which are issuable to that
individual Filing Person upon the exercise of options or the conversion of Class
B Stock.


                                       17






     Daniel H. Cohen shares  voting and  dispositive  power with his wife,  Leah
Keith, as joint holder with her of 25,140 shares of Class A Stock.

     Daniel H. Cohen may also be deemed to be the indirect  beneficial  owner of
an aggregate of 47,608 shares of Class A Stock held by two trusts of which he is
a co-trustee with his brother James M. Cohen, and as such may be deemed to share
with James M. Cohen voting and  dispositive  power with respect to those shares.
However, Daniel H. Cohen disclaims beneficial ownership of these shares.

     Daniel  H.  Cohen is also a  co-trustee  of the  1997  Trust,  which  holds
2,138,810  shares of Class A Stock  (including  738,810 shares issuable upon the
conversion of 738,810 shares of Class B Stock also owned by the 1997 Trust),  as
to which shares  Daniel H. Cohen shares  voting and  dispositive  power with the
other Filing Persons, as co-trustees, other than Arthur Ochs Sulzberger.

     Also,  each of Daniel H. Cohen,  his mother  Judith P.  Sulzberger  and his
brother  James M. Cohen,  holds a 32.8%  membership  interest in BONZO,  L.L.C.,
which is the general partner in JUDAJA, L.P. JUDAJA, L.P. holds 1,313,700 shares
of Class A Stock.  Accordingly,  Daniel H.  Cohen  may be  deemed to share  with
Judith P.  Sulzberger  and James M.  Cohen  voting  and  dispositive  power with
respect to these 1,313,700  shares.  The remaining 1.6%  membership  interest in
BONZO, L.L.C. is held by Marujupu.

     In summary  of the  foregoing,  Daniel H.  Cohen is the direct or  indirect
beneficial  owner  in the  aggregate  of  3,530,046  shares  of  Class A  Stock,
representing approximately 2.3% of the outstanding shares of Class A Stock.


                                       18






     Lynn G. Dolnick may be deemed to be the  indirect  beneficial  owner,  with
sole voting and  dispositive  power, of an aggregate of 29,350 shares of Class A
Stock held by two trusts of which she is the sole trustee. Dr. Dolnick disclaims
beneficial ownership of these shares.

     Lynn G.  Dolnick  shares  voting and  dispositive  power with her  husband,
Edward  Dolnick,  as joint  holder  with him of 13,954  shares of Class A Stock,
consisting  of 12,836  outstanding  shares  which they hold  directly  and 1,118
shares  issuable to them upon the  conversion  of 1,118  shares of Class B Stock
which they hold directly.

     Lynn G.  Dolnick  is also a  co-trustee  of the  1997  Trust,  which  holds
2,138,810  shares of Class A Stock  (including  738,810 shares issuable upon the
conversion  of 738,810  shares of Class B Stock  also owned by the 1997  Trust),
representing  approximately  1.3% of the outstanding shares of Class A Stock, as
to which shares Lynn G. Dolnick  shares  voting and  dispositive  power with the
other Filing Persons, as co-trustees, other than Arthur Ochs Sulzberger.

     Also,  each  of Lynn G.  Dolnick,  her  mother  Ruth S.  Holmberg,  and her
brothers Arthur S. Golden, Michael Golden and Stephen A.O. Golden, holds a 19.8%
membership  interest in HOGODO,  L.L.C.,  which is the general partner in MARLS,
L.P. MARLS, L.P. holds 1,320,200 shares of Class A Stock.  Accordingly,  Lynn G.
Dolnick may be deemed to share with Ruth S. Holmberg,  Arthur S. Golden, Michael
Golden and Stephen  A.O.  Golden  voting and  dispositive  power with respect to
these 1,320,200 shares. The remaining 1% membership  interest in HOGODO,  L.L.C.
is held by Marujupu.

     In  summary of the  foregoing,  Lynn G.  Dolnick is the direct or  indirect
beneficial  owner  in the  aggregate  of  3,502,314  shares  of  Class A  Stock,
representing approximately 2.3% of the outstanding shares of Class A Stock.


                                       19






     Jacqueline  H.  Dryfoos  is the  direct  beneficial  owner of, and has sole
voting and  dispositive  power with respect to,  486,306 shares of Class A Stock
consisting  of (i)  477,706  shares  which she holds  directly,  (ii) 600 shares
issuable  upon the  conversion  of 600  shares of Class B Stock  which she holds
directly,  and (iii) 8,000 shares  issuable upon exercise of options  granted to
her under a Company stock option plan.

     Jacqueline  H.  Dryfoos  may also be deemed to be the  indirect  beneficial
owner,  with sole  voting and  dispositive  power,  of 54,500  shares of Class A
Stock, held by a trust of which she is the sole trustee.

     Jacqueline H. Dryfoos is also a co-trustee  of the 1997 Trust,  which holds
2,138,810  shares of Class A Stock  (including  738,810 shares issuable upon the
conversion of 738,810 shares of Class B Stock also owned by the 1997 Trust),  as
to which shares  Jacqueline H. Dryfoos shares voting and dispositive  power with
the other Filing Persons, as co-trustees, other than Arthur Ochs Sulzberger.

     Also, each of Jacqueline H. Dryfoos,  her mother Marian S. Heiskell and her
sister Susan W. Dryfoos,  holds a 32% membership interest in HIGH N DRY, L.L.C.,
which  is the  general  partner  in DRY N  HIGH,  L.P.  DRY N HIGH,  L.P.  holds
1,306,200  shares of Class A Stock.  Accordingly,  Jacqueline  H. Dryfoos may be
deemed  to share  with  Marian  S.  Heiskell  and Susan W.  Dryfoos  voting  and
dispositive  power with  respect to these  1,306,200  shares.  The  remaining 3%
membership interest in HIGH N DRY, L.L.C. is held by the Marujupu.

     In  summary  of the  foregoing,  Jacqueline  H.  Dryfoos  is the direct and
indirect beneficial owner in the aggregate of 3,985,816 shares of Class A Stock,
representing approximately 2.6% of the outstanding shares of Class A Stock.


                                       20






     Arthur S. Golden may be deemed to be the indirect  beneficial  owner,  with
sole voting and  dispositive  power, of an aggregate of 98,000 shares of Class A
Stock held by two charitable trusts of which he is the sole trustee.

     Arthur  S.  Golden  shares  voting  and  dispositive  power  with his wife,
Gertrude  Golden,  as joint  holder  with her of 6,902  shares  of Class A Stock
consisting  of 5,784  outstanding  shares  which they hold  directly,  and 1,118
shares  issuable upon the conversion of 1,118 shares of Class B Stock which they
hold directly.

     Arthur S.  Golden  is also a  co-trustee  of the 1997  Trust,  which  holds
2,138,810  shares of Class A Stock  (including  738,810 shares issuable upon the
conversion of 738,810 shares of Class B Stock also owned by the 1997 Trust),  as
to which shares Arthur S. Golden shares  voting and  dispositive  power with the
other Filing Persons, as co-trustees, other than Arthur Ochs Sulzberger.

     Also,  each of Arthur S.  Golden,  his  mother  Ruth S.  Holmberg,  and his
siblings Lynn G. Dolnick,  Michael Golden and Stephen A.O. Golden, holds a 19.8%
membership  interest in HOGODO  L.L.C.,  which is the general  partner in MARLS,
L.P. MARLS,  L.P. holds 1,320,200 shares of Class A Stock.  Accordingly,  Arthur
Ochs  Sulzberger may be deemed to share with Ruth S. Holmberg,  Lynn G. Dolnick,
Michael Golden and Stephen A.O. Golden voting and dispositive power with respect
to these 1,320,200 shares. The remaining 1% membership interest in HOGODO L.L.C.
is held by Marujupu.

     In summary of the  foregoing,  Arthur S. Golden is the direct and  indirect
beneficial  owner  in the  aggregate  of  3,563,912  shares  of  Class A  Stock,
representing approximately 2.4% of the outstanding shares of Class A Stock.


                                       21






     Arthur S. Golden's wife,  Gertrude  Golden,  is the trustee of trusts which
hold an aggregate of 35,886 shares of Class A Stock.  Arthur S. Golden disclaims
beneficial  ownership of these  shares,  which are excluded  from the  aggregate
number of shares shown above as being owned by him.

     Michael  Golden is the direct  beneficial  owner,  and has sole  voting and
dispositive power with respect to, 218,270 shares of Class A Stock consisting of
(i) 6,026 outstanding shares which he holds directly, (ii) 1,120 shares issuable
to him  upon the  conversion  of 1,120  shares  of Class B Stock  which he holds
directly,  and (iii) 211,124 shares issuable upon exercise of options granted to
him  under  Company  stock  option  plans,  of which  65,562  options  have been
transferred to a family limited partnership.

     Michael  Golden shares  voting and  dispositive  power with his wife,  Anne
Golden, as joint holder with her of 28,848 shares of Class A Stock.

     Michael  Golden  is  also a  co-trustee  of the  1997  Trust,  which  holds
2,138,810  shares of Class A Stock  (including  738,810 shares issuable upon the
conversion of 738,810 shares of Class B Stock also owned by the 1997 Trust),  as
to which shares  Michael  Golden  shares voting and  dispositive  power with the
other Filing Persons, as co-trustees, other than Arthur Ochs Sulzberger.

     Also, each of Michael Golden,  his mother Ruth S. Holmberg and his siblings
Lynn G.  Dolnick,  Arthur S.  Golden  and  Stephen  A.O.  Golden,  holds a 19.8%
membership  interest in HOGODO,  L.L.C.,  which is the general partner in MARLS,
L.P. MARLS, L.P. holds 1,320,200 shares of Class A Stock.  Accordingly,  Michael
Golden may be deemed to share with Ruth S. Holmberg,  Lynn G. Dolnick, Arthur S.
Golden and Stephen A.O. Golden voting and dispositive

                                       22






power with  respect to these  1,320,200  shares.  The  remaining  1%  membership
interest in HOGODO, L.L.C. is held by Marujupu.

     In  summary of the  foregoing,  Michael  Golden is the direct and  indirect
beneficial  owner  in the  aggregate  of  3,706,128  shares  of  Class A  Stock,
representing approximately 2.4% of the outstanding shares of Class A Stock.

     Michael  Golden's wife,  Anne B. Golden,  owns 700 shares of Class A Stock.
Michael  Golden  disclaims  beneficial  ownership  of these  shares,  which  are
excluded from the aggregate  number of shares shown above as being  beneficially
owned by him.

     Eric Lax may be  deemed  to be the  indirect  beneficial  owner,  with sole
voting and dispositive  power, of an aggregate of 27,032 shares of Class A Stock
held  by two  trusts  of  which  he is the  sole  trustee.  Eric  Lax  disclaims
beneficial ownership of these shares.

     Eric Lax  shares  voting  and  dispositive  power  with his wife,  Karen J.
Sulzberger, as joint holder with her of 15,220 shares of Class A Stock.

     Eric Lax is also a  co-trustee  of the 1997 Trust,  which  holds  2,138,810
shares of Class A Stock  (including  738,810 shares issuable upon the conversion
of 738,810  shares of Class B Stock also owned by the 1997  Trust),  as to which
shares  Eric Lax shares  voting  and  dispositive  power  with the other  Filing
Persons, as co-trustees, other than Arthur Ochs Sulzberger.

     In summary of the foregoing, Eric Lax is the direct and indirect beneficial
owner in the  aggregate  of  2,181,062  shares  of  Class A Stock,  representing
approximately 1.4% of the outstanding shares of Class A Stock.

     Eric Lax's wife, Karen J. Sulzberger,  owns 49,722 shares of Class A Stock,
including  480 shares  issuable to her upon  conversion of 480 shares of Class B
Stock. Eric Lax disclaims


                                       23





beneficial  ownership of these  shares,  which are excluded  from the  aggregate
number of shares shown above as being owned by him.

     Arthur Sulzberger,  Jr. is the direct beneficial owner, and has sole voting
and  dispositive  power  with  respect  to,  372,390  shares  of  Class  A Stock
consisting of (i) 26,150  outstanding  shares which he holds directly,  (ii) 960
shares  issuable to him upon the conversion of 960 shares of Class B Stock which
he holds  directly,  and (iii) 345,280 shares  issuable upon exercise of options
granted to him under Company stock option  plans,  of which 60,140  options have
been transferred to a family limited partnership.

     Arthur  Sulzberger,  Jr. shares voting and dispositive power with his wife,
Gail Gregg, as joint holder with her of 1,129 shares of Class A Stock.

     Arthur  Sulzberger,  Jr. may also be deemed to be the  indirect  beneficial
owner of an  aggregate  of 19,690  shares of Class A Stock held by two trusts of
which he is a trustee  with Paul Hanafin and as such may be deemed to share with
Paul Hanafin voting and dispositive  power with respect to these shares.  Arthur
Sulzberger, Jr. disclaims beneficial ownership of these shares.

     Arthur Sulzberger,  Jr. is also a co-trustee of the 1997 Trust, which holds
2,138,810  shares of Class A Stock  (including  738,810 shares issuable upon the
conversion of 738,810 shares of Class B Stock also owned by the 1997 Trust),  as
to which shares Arthur Sulzberger,  Jr. shares voting and dispositive power with
the other Filing Persons, as co-trustees, other than Arthur Ochs Sulzberger.

     Also, each of Arthur  Sulzberger,  Jr., his father Arthur Ochs  Sulzberger,
and his  siblings  Cathy J.  Sulzberger,  Cynthia  F.  Sulzberger  and  Karen A.
Sulzberger,  holds a 19.8%  membership  interest in A SOCK L.L.C.,  which is the
general partner in OXBOX, L.P. OXBOX, L.P. holds


                                       24





1,320,200 shares of Class A Stock.  Accordingly,  Arthur Sulzberger,  Jr. may be
deemed to share with Arthur Ochs  Sulzberger,  Cathy J.  Sulzberger,  Cynthia F.
Sulzberger and Karen J. Sulzberger  voting and dispositive power with respect to
these 1,320,200 shares. The remaining 1% membership interest in A SOCK L.L.C. is
held by Marujupu.

     In  summary  of the  foregoing,  Arthur  Sulzberger,  Jr. is the direct and
indirect beneficial owner in the aggregate of 3,852,219 shares of Class A Stock,
representing approximately 2.5% of the outstanding shares of Class A Stock.

     Arthur Sulzberger,  Jr.'s wife, Gail Gregg, is a co-trustee of trusts which
hold an  aggregate of 21,870  shares of Class A Stock.  Arthur  Sulzberger,  Jr.
disclaims  beneficial  ownership of these  shares,  which are excluded  from the
aggregate number of shares shown above as being beneficially owned by him.

     Cathy J. Sulzberger is the direct beneficial owner, and has sole voting and
dispositive  power with respect to, 41,231 shares of Class A Stock consisting of
(i) 40,271  outstanding  shares  which she holds  directly,  and (ii) 960 shares
issuable  to her upon the  conversion  of 960 shares of Class B Stock  which she
holds directly.

     Cathy J. Sulzberger may also be deemed to be the indirect beneficial owner,
with sole voting and dispositive power, of an aggregate 33,948 shares of Class A
Stock held by two trusts of which she is the sole trustee.

     Cathy J.  Sulzberger  may also be deemed the indirect  beneficial  owner of
8,591 shares of Class A Stock held by a trust of which she is a co-trustee  with
her son,  David  Perpich,  and as such may be deemed to share with David Perpich
voting and dispositive power with respect to those shares.

                                       25






         Cathy J.  Sulzberger  disclaims  beneficial  ownership of all shares of
Class A Stock held by the three above-mentioned trusts.

         Cathy J. Sulzberger is also a co-trustee of the 1997 Trust, which holds
2,138,810  shares of Class A Stock  (including  738,810 shares issuable upon the
conversion of 738,810 shares of Class B Stock also owned by the 1997 Trust),  as
to which shares Cathy J. Sulzberger shares voting and dispositive power with the
other Filing Persons, as co-trustees, other than Arthur Ochs Sulzberger.

     Also, each of Cathy  Sulzberger,  her father Arthur Ochs Sulzberger and her
siblings Arthur Sulzberger,  Jr., Cynthia F. Sulzberger and Karen A. Sulzberger,
holds a 19.8% membership interest in A SOCK L.L.C., which is the general partner
in OXBOX, L.P. OXBOX, L.P. holds 1,320,200 shares of Class A Stock. Accordingly,
Arthur  Ochs  Sulzberger  may be deemed to share  with his  children  voting and
dispositive  power with  respect to these  1,320,200  shares.  The  remaining 1%
membership interest in A SOCK L.L.C. is held by Marujupu.

     In summary of the foregoing, Cathy J. Sulzberger is the direct and indirect
beneficial  owner  in the  aggregate  of  3,542,780  shares  of  Class A  Stock,
representing approximately 2.3% of the outstanding shares of Class A Stock.

     Cathy J. Sulzberger's husband,  Joseph Perpich,  M.D., owns 1,506 shares of
Class A Stock,  and her daughter,  Sarah  Perpich,  owns 1,040 shares of Class A
Stock. Cathy J. Sulzberger disclaims beneficial ownership of these shares, which
are  excluded  from  the  aggregate  number  of  shares  shown  above  as  being
beneficially owned by her.

     By virtue of their being  co-trustees of the 1997 Trust, the Filing Persons
other than Arthur Ochs  Sulzberger  could be deemed to comprise a "group" within
the  meaning  of  Section  13(d)(3)  of  the  Exchange  Act  and  Rule  13d-5(b)
thereunder. Such group is the beneficial owner

                                       26





in  the   aggregate  of  8,932,007   shares  of  Class  A  Stock,   representing
approximately  5.9%(3) of the outstanding  shares of Class A Stock, which shares
include  746,306 shares  issuable upon the conversion of an aggregate of 746,306
shares of Class B Stock held by the group members  individually  and by the 1997
Trust,  and 564,404 shares  issuable upon the exercise of options  granted under
the Company's stock option plans.

     (c) Since  April 1, 2002,  no  transactions  in the Class A Stock have been
effected by the Filing Persons and the Additional Persons, except that

          (i) on April 30,  2002,  Arthur Ochs  Sulzberger  transferred  500,000
     shares of Class A Stock to a grantor  retained annuity trust of which he is
     the grantor and currently the sole beneficiary,

          (ii) on April 30, 2002, Marian S. Heiskell  transferred 500,000 shares
     of Class A Stock to a grantor  retained  annuity  trust of which she is the
     grantor and currently the sole beneficiary,

          (iii) on May 22, 2002, Ruth S. Holmberg  transferred 500,000 shares of
     Class A Stock to a  grantor  retained  annuity  trust  of which  she is the
     grantor and currently the sole beneficiary,

          (iv) on April 30,  2002,  Judith  P.  Sulzberger  transferred  500,000
     shares of Class A Stock to a grantor retained annuity trust of which she is
     the grantor and currently the sole beneficiary,

__________
     (3) This  percentage is based on the sum of (a) the  150,667,688  shares of
Class A Stock shown as outstanding as of May 3, 2002, in the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2002,  and (b) the 1,310,710
unissued  shares  which  are  issuable  upon  the  exercise  of  options  or the
conversion  of Class B Stock by the 1997 Trust or any member of the  "group," as
described above in this Item 5.




                                       27


          (v) on April 15, 2002,  Marian S.  Heiskell made gifts of an aggregate
     of 21,375 shares of Class A Stock to three charities,

          (vi) on May 20, 2002,  Marian S. Heiskell made a gift of 10,205 shares
     of Class A Stock to a charity,

          (vii) on June 7, 2002,  Marian S. Heiskell made a gift of 2,000 shares
     of Class A Stock to a charity,

          (viii) on May 1,  2002,  Eric Lax and Karen J.  Sulzberger  sold 2,000
     shares  of Class A Stock  which  they held  jointly,  in  regular  broker's
     transactions at an average price of about $47.50 per share,

          (ix) on June 20, 2002,  Arthur  Sulzberger,  Jr. exercised  options to
     purchase  an  aggregate  of  40,058  shares  of Class A Stock at a price of
     $19.2187  per  share,  and  then  sold  such  shares  in  regular  brokers'
     transactions at an average price of $52.324147 per share,

          (x) on June 20, 2002,  Arthur O.  Sulzberger,  Jr. 1999 L.P., a family
     partnership of Arthur Sulzberger, Jr., exercised options,  transferred from
     him to the partnership,  to purchase an aggregate of 40,056 shares of Class
     A Stock at a price of  $19.2187  per share  and then  sold  such  shares in
     regular brokers'  transactions at an average price of $52.226433 per share,
     and

          (xi) on June 21, 2002, Michael Golden exercised options to purchase an
     aggregate  of 64,534  shares of Class A Stock at prices of $13.25 per share
     for 17,178 shares,  $11.28 per share for 25,260 shares and $14.88 per share
     for  22,096  shares,   and  then  sold  such  shares  in  regular  brokers'
     transactions at an average price of $52.25 per share.

                                       28






     (d) See Item 6 of this Amendment No. 8.

     (e) On June 21,  2002,  upon  the  effective  resignation  of  Arthur  Ochs
Sulzberger as a trustee of the 1997 Trust, he ceased to be the beneficial  owner
of more than 5% of the outstanding shares of Class A Stock and thus is no longer
subject to the  requirements  of Section 13(d) or 13(g) of the Exchange Act with
respect to his beneficial ownership of Class A Stock.

Item 6. Contracts, Arrangements, Understandings or Relationships
        with Respect to Securities of the Issuer.


     ITEM 6 OF THIS  STATEMENT  IS HEREBY  AMENDED  AND  RESTATED TO READ IN ITS
ENTIRETY AS FOLLOWS:

     The 1997 Trust was  established  by an  indenture  dated June 24, 1997 (the
"Original Indenture"),  between Marian S. Heiskell, Ruth S. Holmberg,  Judith P.
Sulzberger and Arthur Ochs Sulzberger  (collectively,  the "grantors"),  and the
grantors and Lynn G. Dolnick,  as trustees.  On December 14, 2001,  the grantors
and Lynn G.  Dolnick  entered into a first  amendment to the Original  Indenture
(the "Amended Indenture").  The Amended Indenture was filed with Amendment No. 7
to this Statement as Exhibit G and is hereby  incorporated  herein by reference.
The  following  summary  of the  material  terms  of the  Amended  Indenture  is
qualified in its entirety by such reference to Exhibit G.

     The principal  purpose of the Amended  Indenture was to increase the number
of  trustees  of the 1997 Trust from five to eight,  of whom four  trustees  are
"appointed   trustees"  and  four  trustees  are  either  grantors  or  "elected
trustees."

     Upon the death,  resignation  or incapacity of any appointed  trustee,  the
trustees  will  appoint a  successor  trustee.  Upon the death,  resignation  or
incapacity of a grantor trustee or an elected trustee,  a successor trustee will
be elected by a majority vote of those beneficiaries of the



                                       29





1997 Trust who are over the age of twenty-five  years and who are descendants of
Iphigene Ochs Sulzberger or who are both married to and living with a descendant
of Iphigene Ochs Sulzberger,  and who wish to vote, in an election called by the
trustees for that purpose.  Any determination made by the trustees regarding the
procedures and rules for such election or the outcome thereof will be conclusive
as to all persons interested or claiming to be interested in the 1997 Trust. The
beneficiaries of the 1997 Trust are (1) the grantors, (2) the descendants of the
grantors  other than those who request at any time after all of the grantors are
deceased,  and  who  receive  in the  absolute  discretion  of the  trustees,  a
distribution of a fractional  share of the 1997 Trust corpus as permitted by the
Amended Indenture, (3) spouses of the grantors or of their descendants,  and (4)
certain organizations,  contributions to which are allowable as deductions under
the Internal Revenue Code.

     Elected trustees are replaced by elected trustees,  and appointed  trustees
are replaced by appointed  trustees,  so that there will always be four trustees
who are appointed  trustees and four trustees who either are grantors or elected
trustees.

     The Amended Indenture provides that Lynn G. Dolnick, Jacqueline H. Dryfoos,
Michael  Golden  and  Arthur  Sulzberger,  Jr.  were the  first  four  appointed
trustees. Such appointment became effective on May 7, 2001, upon approval by the
Federal  Communications  Commission,  which  regulates  changes  in  control  of
corporations or other entities holding broadcast licenses.

     Also  effective  May 11, 2001,  Marian S.  Heiskell,  Ruth S.  Holmberg and
Judith P. Sulzberger  resigned as grantor  trustees and were succeeded by Daniel
H. Cohen,  Arthur S. Golden and Cathy J.  Sulzberger,  who had been duly elected
trustees by the eligible beneficiaries of the 1997 Trust.

                                       30






         Effective  June 21, 2002,  upon approval by the Federal  Communications
Commission,  Arthur  Ochs  Sulzberger  resigned as a grantor  trustee,  Cathy J.
Sulzberger  (formerly an elected trustee) became an appointed trustee,  and Eric
Lax  became an  elected  trustee,  having  been  duly  elected  by the  eligible
beneficiaries of the 1997 Trust on April 20, 2002.

         Under the Amended  Indenture,  all actions of the trustees  require the
affirmative  vote  of six  trustees.  No  trustee  (other  than a  grantor)  may
participate  in any decision or other action of the trustees with respect to any
discretionary distribution of principal or income in favor of such trustee.

         Any trustee may resign at any time,  such  resignation  to be effective
upon the appointment or election of a successor trustee.

         Any trustee (other than a grantor) may be removed without cause by vote
of six trustees.

         The Original  Indenture provided that each trustee other than a grantor
would serve for a term of five years. The Amended Indenture does not provide for
any term limits apart from the  above-mentioned  provisions  for  resignation or
removal.

         The  trustees  of the 1997  Trust,  subject to the  limited  exceptions
described below, are directed to retain the Class B Stock held in the 1997 Trust
and not to sell,  distribute  or convert such shares into Class A Stock,  and to
vote such Class B Stock against any merger,  sale of assets or other transaction
pursuant  to which  control  of The New York  Times  newspaper  passes  from the
trustees  unless they  determine  that the primary  objective of the 1997 Trust,
which is to maintain the  editorial  independence  and integrity of The New York
Times and to continue it "as an independent newspaper,  entirely fearless,  free
of  ulterior  influence  and  unselfishly  devoted  to the public  welfare,"  in
accordance  with the wishes of Adolph S. Ochs as expressed  in his will,  can be
best achieved by the sale, distribution or conversion of such stock or by the


                                       31





implementation of such transaction. If upon such determination any Class B Stock
is distributed to the  beneficiaries  of the 1997 Trust,  it must be distributed
only to  descendants of Iphigene Ochs  Sulzberger,  subject to the provisions of
the  Shareholders  Agreement.  Similarly,  any sale by the 1997 Trust of Class B
Stock  upon  such  determination  can  be  made  only  in  compliance  with  the
Shareholders  Agreement.  See Item 6 of Amendment No. 5 to this  Statement for a
summary of the provisions of the Shareholders Agreement.

     The  trustees may make  distributions  of shares of Class A Stock and other
trust  principal,  apart from shares of Class B Stock, in such amount or amounts
as the  trustees  may in  their  absolute  discretion  determine  to such of the
beneficiaries of the 1997 Trust as the trustees may in their absolute discretion
select,  provided that as long as any of the grantors is alive, the trustees may
only distribute equal amounts to each living grantor and to the descendants of a
deceased  grantor,  such  descendants  to take per stirpes.  In exercising  this
discretionary  power,  the  trustees  are  required  to bear in mind the need to
retain in the 1997 Trust assets other than shares of Class B Stock of sufficient
value to pay any estate, transfer, or generation-skipping taxes that may have to
be paid out of the 1997 Trust.

     The trustees  will pay out of the net income of the 1997 Trust  (almost all
of which will be derived  from  dividends  paid on the Class A Stock and Class B
Stock  held in  trust)  such  amount or  amounts  as the  trustees  may in their
absolute  discretion  determine to such one or more of the  beneficiaries of the
1997 Trust as the trustees may in their  absolute  discretion  select,  provided
that as long as any of the  grantors is alive,  the  trustees  shall  distribute
one-quarter of the income either to that grantor or to such of the beneficiaries
and in such  amounts and  proportions  as that  grantor may from time to time in
writing direct. Any net income not so distributed shall be added to principal.

                                       32






     The  trustees  of the 1997 Trust are  granted  various  powers and  rights,
including among others:  (i) to vote all the shares of Class A Stock and Class B
Stock  held by the  1997  Trust;  and (ii) to amend  certain  provisions  of the
Indenture, but not the provisions relating to retaining the Class B Stock or the
manner in which the Class B Stock may be  distributed,  sold or  converted.  The
trustees  act by the  affirmative  vote of six  trustees.

     The 1997 Trust will continue in existence  until the expiration of 21 years
after the death of the survivor of all  descendants of Iphigene Ochs  Sulzberger
living on December 14, 2001.  Upon the  termination of the 1997 Trust at the end
of the stated term thereof,  the shares of Class B Stock will be  distributed to
the descendants then living of Iphigene Ochs Sulzberger.

Item 7. Material to be Filed as Exhibits.


            Exhibit I:     Joint Filing Agreement and Power of Attorney.







                                       33





                                   Signatures

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


                                                     /s/ Arthur Ochs Sulzberger
                                                     ---------------------------
                                                     Arthur Ochs Sulzberger

Dated:   June 24, 2002
                                                     /s/ Daniel H. Cohen
                                                     ---------------------------
                                                     Daniel H. Cohen


                                                     /s/ Lynn G. Dolnick
                                                     ---------------------------
                                                     Lynn G. Dolnick


                                                     /s/ Jacqueline H. Dryfoos
                                                     ---------------------------
                                                     Jacqueline H. Dryfoos


                                                     /s/ Arthur S. Golden
                                                     ---------------------------
                                                     Arthur S. Golden


                                                     /s/ Michael Golden
                                                     ---------------------------
                                                     Michael Golden


                                                     /s/ Eric Lax
                                                     ---------------------------
                                                     Eric Lax


                                                     /s/ Arthur Sulzberger, Jr.
                                                     ---------------------------
                                                     Arthur Sulzberger, Jr.


                                                     /s/ Cathy J. Sulzberger
                                                     ---------------------------
                                                     Cathy J. Sulzberger


                                       34























                                    Exhibit I












                  Joint Filing Agreement and Power of Attorney

     Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the
undersigned hereby agree that the attached Statement on Schedule 13D relating to
the Class A Common  Stock of $.10 par  value of The New York  Times  Company  is
filed on behalf of each of them,  and that all amendments to this Statement will
be filed on behalf of each of them.


     KNOW ALL BY THESE PRESENTS, that each of the undersigned hereby constitutes
and appoints each of Arthur  Sulzberger,  Jr.,  Michael Golden and Jacqueline H.
Dryfoos, acting singly, such undersigned's true and lawful attorney-in-fact to:

          1.  execute  for  and on  behalf  of such  undersigned,  in his or her
     capacity  as a  director  or officer  of The New York  Times  Company  (the
     "Company")  or as a beneficial  owner of equity  securities of the Company,
     any and all filings of such undersigned  pursuant to Section 13(d), Section
     13(g) or Section 16(a) of the Securities Exchange Act of 1934 and the rules
     thereunder;

          2.  do and  perform  any  and  all  acts  for  and on  behalf  of such
     undersigned  which may be necessary  or desirable to complete,  execute and
     timely file any such filings with the  Securities  and Exchange  Commission
     and any U.S. national securities exchange or similar authority; and

          3. take any other action of any type whatsoever in connection with the
     foregoing which, in the opinion of such attorney-in-fact, may be of benefit
     to, in the best interest of, or legally required by, such  undersigned,  it
     being understood that the documents  executed by such  attorney-in-fact  on
     behalf of such  undersigned  pursuant to this power of attorney shall be in
     such  form  and  shall   contain   such  terms  and   conditions   as  such
     attorney-in-fact may approve in such attorney-in-fact's discretion.

     Each of the undersigned hereby grants to each above-named  attorney-in-fact
full  power  and  authority  to do and  perform  any and  every  act  and  thing
whatsoever  requisite,  necessary or proper to be done in the exercise of any of
the rights and powers  herein  granted,  as fully to all intents and purposes as
such  undersigned  might or could do if personally  present,  with full power of
substitution  or  revocation,  and hereby  ratifies  and  confirms all that each
above-named   attorney-in-fact   or  such   attorney-in-fact's   substitute   or
substitutes,  shall  lawfully  do or cause to be done by virtue of this power of
attorney  and the rights  and powers  herein  granted.  Each of the  undersigned
acknowledges that the above-named attorneys-in-fact, in serving in such capacity
at the  request  of such  undersigned,  are  not  assuming,  nor is the  Company
assuming,  any of such  undersigned's  responsibilities  to comply with  Section
13(d), 13(g) or 16(a) of the Securities Exchange Act of 1934.

     This power of attorney  shall remain in full force and effect as to each of
the undersigned  until such undersigned is no longer required to make any filing
pursuant to Section 13(d), 13(g)






or 16(a) of the Securities  Exchange Act of 1934, unless earlier revoked by such
undersigned   in  a  signed  writing   delivered  to  any  of  the   above-named
attorneys-in-fact.

     IN WITNESS  WHEREOF,  each of the  undersigned has caused this joint filing
agreement  and power of  attorney  to be  executed  as of this 24th day of June,
2002.



                                       /s/ Arthur Ochs Sulzberger
                                       ---------------------------
                                       Arthur Ochs Sulzberger


                                       /s/ Daniel H. Cohen
                                       ---------------------------
                                       Daniel H. Cohen


                                       /s/ Lynn G. Dolnick
                                       ---------------------------
                                       Lynn G. Dolnick


                                       /s/ Jacqueline H. Dryfoos
                                       ---------------------------
                                       Jacqueline H. Dryfoos


                                       /s/ Arthur S. Golden
                                       ---------------------------
                                       Arthur S. Golden


                                       /s/ Michael Golden
                                       ---------------------------
                                       Michael Golden


                                       /s/ Eric Lax
                                       ---------------------------
                                       Eric Lax


                                       /s/ Arthur Sulzberger, Jr.
                                       ---------------------------
                                       Arthur Sulzberger, Jr.


                                       /s/ Cathy J. Sulzberger
                                       ---------------------------
                                       Cathy J. Sulzberger


                                       2