SecProbe.io

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 May 23, 2025

Timothy Millage
Chief Financial Officer
Lee Enterprises, Incorporated
4600 East 53rd Street
Davenport, IA 52807

 Re: Lee Enterprises, Incorporated
 Form 10-K for the Fiscal Year Ended September 29, 2024
 File No. 001-06227
Dear Timothy Millage:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
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 Document April 30, 2025 Division of Corporation Finance Office of Manufacturing United States Securities and Exchange Commission Attn: Melissa Gilmore Re:    Lee Enterprises, Incorporated      Form 10-K for the year ended September 29, 2024 Response Letter Dated March 24, 2025 File No. 001-06227 To Whom It May Concern: Set forth below is the response of Lee Enterprises, Incorporated (“Lee” or the “Company”) to the comments of the staff (“Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) contained in the letter addressed to Timothy R. Millage, Chief Financial Officer of the Company dated April 2, 2025, relating to the Company’s Annual Report on Form 10-K for the Fiscal Year Ended September 29, 2024 (“Form 10-K”) and the Response Letter dated March 24, 2025. For convenience of reference, the text of the comments in the Staff’s letter has been reproduced in italicized type. Response Letter dated March 24, 2025 Response to Staff Comment 2 SEC Comment 1: We note your response to prior comment 2. Please confirm that each of your 50 Strategic Business Units ("SBU's") represents a component and provide us with your assessment of the guidance in ASC 350-20-55-7(a)-(d) in determining that all SBU's have similar economic characteristics. Also tell us the discrete financial information that is available for each SBU, the quantitative data and metrics you considered in determining that your SBU's should be aggregated into a single reporting unit, and the high and low ends of the range for such quantitative datapoints of the component population for the periods used in your assessment. Company Response: Based upon the Glossary definition, we have determined that each SBU is a component. ASC 205-20-20 Glossary - Component of an Entity: A component of an entity comprises operations and cash flows that can be clearly distinguished, operationally and for financial reporting purposes, from the rest of the entity. A component of an entity may be a reportable segment or an operating segment, a reporting unit, a subsidiary, or an asset group. We also note that ASC 350-20-35-34 requires a component to meet the following three criteria to be considered a reporting unit subject to the aggregation criteria in paragraph 35-35: • It constitutes a business or a nonprofit activity. • Discrete financial information is available. • Segment management regularly reviews the operating results of that component. Each of our SBUs meets the definition of a business, as it includes one or more daily newspapers, several nondaily publications as well as the related digital operations. While the information available by SBU does not constitute complete financial statements, as further discussed below, the revenues and some cash flow information for each SBU can be clearly distinguished operationally. Thus discrete financial information for each SBU is available. ASC 280-10-50-7 defines a segment manager as a function that is “directly accountable to and maintains regular contact with the chief operating decision maker to discuss operating activities, financial results, forecasts, or plans for the segment.” As discussed in our prior response, responsibility for managing the SBUs is divided between various individuals, including the Vertical Leads and the CFO. However, we note that the concept of segment manager constitutes a function rather than an individual, and we conclude that the group of executives collectively fulfills this function. Therefore, each SBU meets the definition of a component in the Master Glossary and in ASC 350-20-35-34 and must be assessed for aggregation. Assessment in determining whether SBUs have similar economic characteristics Under ASC 350-20-55-7, we first must consider the factors in ASC 280-10-50-11 to determine if aggregation of two or more components is warranted: ASC 280-10-50-11 Criteria Lee Enterprises Assessment a The nature of the products and services • Each SBU is engaged in the creation of news and other content for its print and digital products and providing advertising services. b The nature of the production processes • Each SBU utilizes local reporters and writers to create content for publication via print, digital posting, or both. • Printing is done from a few company-owned printing facilities and by third party providers. • Advertising services are provided in both print and digital formats and integrated with the printing process or through various digital platforms. c The type or class of customer for their products and services • News and other content is consumed by the general public in each geographic location. • Advertising services are provided to businesses, governments, and individuals. d The methods used to distribute their products or provide their services • Print products are distributed through a network of contract carriers. • Digital products are distributed through several online outlets. e If applicable, the nature of the regulatory environment, for example, banking, insurance, or public utilities. Not Applicable In addition to the five qualitative criteria, ASC 280-10-50-11 also requires two or more segments to have similar economic characteristics, typically defined as having similar long-term average gross margins (or other operating metric). Revenue is generated across each SBU, and we can identify certain direct costs associated with each SBU, deriving gross margins. There are many centralized costs that support all SBUs, so a full profit and loss statement is not able to be created on an SBU level, however gross margin excluding these centralized resources can be computed. With the exception of seven outliers, the SBUs achieved gross margin percentages in FY2024 between 21% and 42%, with an average FY2024 gross margin percent of 31%. Variations of gross margin exist primarily due to talent in the local market, the ability to outsource major functions like printing, and the timing of major decisions like leases. For example, one priority that spans all SBU’s is to acquire and retain top talent in each of our SBU’s. Where we have been more successful, that SBU is generating higher gross margins. That said, the priority and goal is for every market to acquire top talent. While the gross margin percentages in FY2024 varied by more than 10%, a common threshold used to establish similarity, we do not believe that this fact alone indicates that the SBUs should not be aggregated into a single reporting unit for goodwill impairment purposes. We note that ASC 350-20-55-7 states in part: “every factor need not be met in order for two components to be considered economically similar.” ASC 350-20-55-7 goes on to note that additional factors should be considered. ASC 350-20-55-7 Criteria Lee Enterprises Assessment a. The manner in which an entity operates its business or nonprofit activity and the nature of those operations • Each SBU operates in a similar manner; creating, packaging, and distributing content to consumers through print and digital publications in each SBU. • Content created for publication in one SBU is available to all SBUs to publish • While each SBU targets its local market, the business is managed as a single unit through combined KPI’s that span all SBUs. b. Whether goodwill is recoverable from the separate operations of each component business (or nonprofit activity) or from two or more component businesses (or nonprofit activities) working in concert (which might be the case if the components are economically interdependent) • All SBU’s generate revenue independently from other revenue sources, however there is a growing pool of national and regional advertising solutions that span multiple SBU’s. • Costs associated with revenue generation include both costs specific to the SBU (local newsroom and sales resources) and expenses that support all SBU’s (marketing, branding, central sales organization, sales leadership, fulfillment expenses, and other direct costs associated with the SBU). These costs are not allocated to SBU’s • Goodwill is recoverable primarily from the single reporting unit, due to the extent that the SBUs share resources as noted below. c. The extent to which the component businesses (or nonprofit activities) share assets and other resources, as might be evidenced by extensive transfer pricing mechanisms • All SBU’s are supported by one overarching vertical leadership; advertising, audience, finance, IT, and HR. For example, the VP of Sales oversees all aspects of the advertising revenue streams for every SBU but has no responsibility for the subscription revenue streams • Support resources span all SBU’s with the example of amplified costs and operating expenses associated with BLOX Digital, the Company’s SaaS content management software that is used across all SBUs. • A central audience team deploys marketing campaigns across all SBUs. • A central in-depth news reporting team taps into each SBU to develop deeper level content. d. Whether the components support and benefit from common research and development projects. • This criteria is not applicable to the Company. The fact that a component extensively shares assets and other resources with other components of the operating segment may be an indication that the component either is not a business or nonprofit activity or it may be economically similar to those other components. • The extent of integration of the operation of our SBUs with respect to content creation, shared print facilities, and integrated digital distribution makes each of the SBU components economically similar. • As described in Item c. above, the SBUs share systems, printing facilities, people resources, and support each other in a distributed working model. As a result of the qualitative and quantitative factors, the Company’s operating SBU’s have similar economic characteristics because: 1. The nature of the products and services offered is the same across each SBU; 2. The methods of production and distribution of products is the same across each SBU; 3. The manner in which the SBUs are operated is the same across each SBU; 4. The SBUs share significant resources, including a centralized resource team that deploys national marketing campaigns. 5. Because of the existence of significant shared resources, goodwill is recoverable primarily from all of the SBUs collectively. While the gross margin percentages of the SBUs are broader than would generally be considered similar, the reasons for that divergence are not due to differences in the nature of the products or production processes, nor due to other qualitative factors that would indicate the Company should not aggregate the SBU’s for goodwill impairment purposes. Accordingly, we considered the guidelines in making the determination that the SBUs do not individually constitute an operating segment and that they should be aggregated into a single reporting unit. **** In connection with the response to this letter, the Company acknowledges that:      • the Company is responsible for the adequacy and accuracy of this disclosure in the filing • Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any actions with respect to the filling; and • the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. If the Staff has any further questions or comments concerning this response, or if you require additional information, please feel free to contact me at (563) 383-2135. Sincerely, /s/ Timothy R. Millage     Timothy R. Millage Vice President, Chief Financial Officer and Treasurer

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 Document April 16, 2025 Melissa Gilmore Division of Corporation Finance Office of Manufacturing United States Securities and Exchange Commission Re:    Lee Enterprises, Incorporated      Form 10-K for the year ended September 29, 2024 Response Letter Dated March 24, 2025 File No. 001-06227 Dear Ms. Gilmore: In your letter dated April 2, 2025 (the “Comment Letter”), you requested that we respond to your comments regarding our Form 10-k for Fiscal Year ended September 29, 2024 and Response Letter Dated March 24, 2025 within ten business days or advise you when we would provide a response. As discussed with you, we request an extension of time to provide a response. Accordingly, we request an extension until Wednesday, April 30, 2025 to file our response to the Comment Letter. Sincerely, /s/ Timothy R. Millage     Timothy R. Millage Vice President, Chief Financial Officer and Treasurer

<DOCUMENT>
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<TEXT>
 April 2, 2025

Timothy Millage
Chief Financial Officer
Lee Enterprises, Incorporated
4600 East 53rd Street
Davenport, IA 52807

 Re: Lee Enterprises, Incorporated
 Form 10-K for the Fiscal Year Ended September 29, 2024
 Response Letter Dated March 24, 2025
 File No. 001-06227
Dear Timothy Millage:

 We have reviewed your March 24, 2025 response to our comment letter and
have the
following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our February
24, 2025 letter.

Response Letter dated March 24, 2025
Response to Staff Comment 2

1. We note your response to prior comment 2. Please confirm that each of
your
 50 Strategic Business Units ("SBU's") represents a component and provide
us with
 your assessment of the guidance in ASC 350-20-55-7(a)-(d) in determining
that
 all SBU's have similar economic characteristics. Also tell us the
discrete financial
 information that is available for each SBU, the quantitative data and
metrics you
 considered in determining that your SBU's should be aggregated into a
single
 reporting unit, and the high and low ends of the range for such
quantitative datapoints
 of the component population for the periods used in your assessment.
 Please contact Melissa Gilmore at 202-551-3777 or Andrew Blume at
202-551-3254
if you have questions regarding comments on the financial statements and
related matters.
 April 2, 2025
Page 2

 Sincerely,

 Division of Corporation Finance
 Office of Manufacturing
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 Document March 10, 2025 Division of Corporation Finance Office of Manufacturing United States Securities and Exchange Commission Attn: Melissa Gilmore Re:    Lee Enterprises, Incorporated      Form 10-K for the year ended September 29, 2024 Form 8-k furnished February 7, 2025 File No. 001-06227 To Whom It May Concern: Set forth below is the response of Lee Enterprises, Incorporated (“Lee” or the “Company”) to the comments of the staff (“Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) contained in the letter addressed to Timothy R. Millage, Chief Financial Officer of the Company dated February 25, 2025, relating to the Company’s Annual Report on Form 10-K for the Fiscal Year Ended September 29, 2024 (“Form 10-K”) and the Form 8-K furnished on February 7, 2025. For convenience of reference, the text of the comments in the Staff’s letter has been reproduced in italicized type. Form 10-K for the Fiscal Year Ended September 29, 2024 Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources, page 24 SEC Comment 1: Please provide a more informative analysis and discussion of changes in operating, investing and financing cash flows for each period presented. In doing so, explain the underlying reasons and implications of material changes between periods to provide investors with an understanding of trends and variability in cash flows. Also provide an analysis of any known trends and uncertainties that will result in or that are reasonably likely to result in a material increase or decrease in your liquidity. Ensure your discussion and analysis is not merely a recitation of changes evident from the financial statements. Refer to Item 303(a) of Regulation S-K and Section IV.B of SEC Release No. 33-8350. Company Response: The Company understands the desire for a more robust analysis and discussion of changes in operating, investing, and financing cash flow, and proposes the following as an example of the disclosure going forward. Cash provided from operating activities totaled $1.1 million in 2024 and $2.9 million in 2022, while in 2023 cash required for operating activities totaled $3.2 million in 2023. The material factors that impact cash from operating activities include: adjusted EBITDA (non-GAAP), restructuring costs and other, decrease in accounts payable, unearned revenue, other accrued liabilities and operating lease obligations Changes in Adjusted EBITDA are disclosed in Item 7 under the heading Operating Revenue and Operating Expenses. Restructuring costs and other are a reflection of the Company’s severance costs related to reductions in workforce and certain costs associated with the Company’s digital transformation. Restructuring costs and other are expected to remain largely consistent with 2024 levels, however this spending is largely discretionary. The d ecrease in accounts payable, unearned revenue, other accrued liabilities and operating lease obligations is driven by a number of factors including the achievement of incentive compensation metrics, which are accrued at the end of each fiscal year, and unearned revenue, which fluctuates based on a number of factors including number of subscribers and the duration of terms for prepaid subscribers. Over time, working capital is expected to be neither a source or use of cash. Cash provided by investing activities totaled $3.7 million, $8.6 million and $6.9 million in 2024, 2023, and 2022, respectively. Capital spending is a major use of cash required for investing activities and is expected to remain consistent at 2024 levels. The Company maintains a program aimed at monetizing non-core assets, primarily excess real estate. Proceeds from sales of assets totaled $13.5 million, $12.0 million, and $14.8 million in 2024, 2023, and 2022, respectively. Cash required for financing activities totaled $9.8 million, $7.1 million, and $19.7 million in 2024, 2023, and 2022, respectively. Debt reduction accounted for the majority of the usage of funds from financing activities. Liquidity consideration s Material cash requirements for Lee consist primarily of interest expense, taxes, restructuring expenses, and capital expenditures. Historically, our operations have generated positive cash flow (as measured by Adjusted EBITDA) which, together with cash on hand, provide sufficient liquidity for the foreseeable future to meet our requirements. Most of the loss from operations in FY24 were non-cash, including to write-off receivables ($13M), a loss associated with the sale of a building and impairment charges ($11M). Beyond 2025, the Company is taking steps to strengthen its revenue opportunities while managing costs to provide cash flows. Under the terms of our debt (as discussed in Footnote 5 of the Consolidated Financial Statements), reduction of principal is based on operating cash flow. If operating cash flow were reduced, principal reduction would be similarly reduced. We anticipate sufficient sources to pay the interest due on the debt going forward. 4. Goodwill and Other Intangible Assets, page 45 SEC Comment 2: Please tell us in sufficient detail how you determined, pursuant to ASC 350-20-35-33 through -38, that your business consists of a single reporting unit. Explain if there are any components of your reporting unit and, if so, how they qualify for aggregation. As part of your response, clarify if your business still consists of strategic business units as discussed in a prior comment response letter dated February 10, 2022. Company Response: To determine reporting units, the Company first determines its operating segments under ASC 280 “Segment Reporting”. ASC 280-10-50-1 defines operating segments as a component of a public entity that has all of the following characteristics: a It engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same public entity). b Its operating results are regularly reviewed by the public entity's chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance. c Its discrete financial information is available Operations of the Company are organized into Strategic Business Units (“SBUs”) based on market. The SBU’s generally include one or more daily newspapers, several nondaily publications as well as the related digital operations. The Company’s reporting structure of an SBU is dependent on the type of revenue or expense. Advertising revenue and certain direct advertising costs are guided by the Advertising Vertical Lead. Audience, News and Production revenue and certain direct costs are guided by the Audience Vertical Lead. All other expenses are guided by the CFO. The Advertising Vertical Lead, Audience Vertical Lead and the CFO report to the chief executive officer. Operating decisions are made by the Chief Executive Officer with the guidance from the CEO team, which consists of the Vertical Leads, CFO as well as other company executives including the VP of HR. Kevin Mowbray (CEO) can override any of the other members of the committee and make strategic decisions unilaterally and is therefore the Chief Operating Decision Maker (“CODM”). Each of Lee’s SBU’s incur costs to generate different sources of revenue; mainly advertising and subscription revenue. However, separate operating results of each SBU are not reviewed by the CODM. Review of the Lee consolidated P&L and consolidated balance sheet occurs on a monthly basis by the CODM , while review of the consolidated Statement of Cash Flows (“SOCF”) is done on a quarterly basis by the CODM. For each vertical (i.e., Advertising and Audience) and BLOX (a component of Advertising and Audience), select KPIs are reviewed on a monthly basis, however business decisions by the CODM are determined on a consolidated basis. The Statement of Cash Flows is not prepared on an SBU basis. Decisions by the CODM to allocate resources to the SBUs are made on a consolidated basis; the levels are set set by the CODM and allocated to SBUs by the CFO and the Vertical Leads. For example, during the budgeting process, the CODM and CFO determine top level revenue and cash cost targets on a consolidated basis. This result is then communicated by the CODM to the Vertical Leads. Additionally, as part of the capital budgeting process, a specified dollar target for consolidated available cash is set by the CODM and resources are allocated to the SBU’s by the CFO, CIO and Vertical Leads. While discrete financial elements (e.g., revenue) are available for each SBU vertical, full operating results of each SBU are neither available to nor regularly reviewed by the CODM. As a result, the Company operates as one operating and reportable segment; the SBUs do not constitute individual operating segments. The reporting unit level must be determined in order to perform the required annual goodwill impairment test. A reporting unit is defined as an operating segment (as determined above under ASC 280), or one level below the operating segment, at a component level. Two or more components within the same operating segment shall be aggregated and deemed a single reporting unit if the components have similar economic characteristics in accordance with ASC 350-20-35-36. As stated above, some discrete financial information for each SBU is available. Therefore, the Company must determine if two or more components can be combined into one reporting unit for impairment testing purposes using the aggregation criteria in ASC 280-10-50-11 which states: Operating segments often exhibit similar long-term financial performance if they have similar economic characteristics. For example, similar long-term average gross margins for two operating segments would be expected if their economic characteristics were similar. Two or more operating segments may be aggregated into a single operating segment if aggregation is consistent with the objective and basic principles of this Subtopic, if the segments have similar economic characteristics, and if the segments are similar in all of the following areas (see paragraphs 280-10-55-7A through 55-7C and Example 2, Cases A and B [paragraphs 280-10-55-33 through 55-36]): a) The nature of the products and services b) The nature of the production processes c) The type or class of customer for their products and services d) The methods used to distribute their products or provide their services e) If applicable, the nature of the regulatory environment, for example, banking, insurance, or public utilities. ASC 350-20-55-6: Evaluating whether two components have similar economic characteristics is a matter of judgment that depends on specific facts and circumstances. That assessment should be more qualitative than quantitative. ASC 350-20-55-7 goes on to state: In determining whether the components of an operating segment have similar economic characteristics, all of the factors in paragraph 280-10-50-11 should be considered. However, every factor need not be met in order for two components to be considered economically similar. In addition, the determination of whether two components are economically similar need not be limited to consideration of the factors described in that paragraph. In determining whether components should be combined into one reporting unit based on their economic similarities, factors that should be considered in addition to those in that paragraph include but are not limited to, the following: a The manner in which an entity operates its business or nonprofit activity and the nature of those operations b Whether goodwill is recoverable from the separate operations of each component business (or nonprofit activity) or from two or more component businesses (or nonprofit activities) working in concert (which might be the case if the components are economically interdependent) c The extent to which the component businesses (or nonprofit activities) share assets and other resources, as might be evidenced by extensive transfer pricing mechanisms d Whether the components support and benefit from common research and development projects. The fact that a component extensively shares assets and other resources with other components of the operating segment may be an indication that the component either is not a business or nonprofit activity or it may be economically similar to those other components. Each SBU possesses similar characteristics and as a result should be aggregated into a single reporting unit based on the following assessment of these characteristics. 1. The nature of the products and services Each SBU provides similar products and services by providing local news and information and offering a major platform for advertising in their respective markets. Each is working on the following strategic initiatives: – Transform the presentation of local news and information by providing best-in-class reader and user experiences with digital presentations that emphasize video and other multimedia formats and rich, high-value content. – Accelerate overall subscription growth by converting more of our vast addressable market to subscribers leveraging cutting-edge data and technology and expanded offerings for paid, niche, content on topics where we have expertise and unique selling positions. – Diversify and expand offerings for advertisers by launching a portfolio of video advertising initiatives and e-commerce sales strategies through Lee’s in-house Amplified Digital Agency that will enable advertisers to leverage our vast data-rich digital audiences and reach consumers in new ways. Each SBU generally contains one or more daily newspapers, a number of nondaily publications and related digital operations. The products and services provided to our customers are similar across all of our SBU’s. Each SBU carries local news and information on local government, events, business, sports and features. Some content is shared across all SBU’s (Associated Press for national news). All SBU’s provide classified advertising for real estate, employment, auto and personal property and all SBU’s provide retail advertising to both local and national advertisers. Therefore, this criteria for aggregation has been met. 2. The nature of the production processes The SBU’s generate their products in a similar manner. SBU groups (editorial, advertising, etc.) develop local news and advertising content. Lee’s Design Centers (LDC) design publications for each of Lee’s SBU publications. All printed publications are printed on a press and posted on website/mobile application. The web and mobile application platforms are all created by the Company’s digital services subsidiary, BLOX. While some SBU’s outsource or insource (use another SBU) printing, the production process of the printed edition is similar across each SBU. Therefore this criteria for aggregation has been met. 3. The type or class of customer for their products and services Each SBU is trying to reach as many people in their markets with the print and digital editions; with the printed editions more widely consumed by an older demographic while the digital editions are more widely consumed by the younger generations. Each SBU generally faces similar types of competition in their markets; websites, direct mail, radio, broadcast, other printed publications (not generally other daily newspapers), billboards, etc. The level of competition differs from market to market, which causes some margin variation among enterprises, but the nature of such competition is the same and the techniques used to market and differentiate the SBU’s products from the competitors is relatively consistent. Therefore this criteria for aggregation has been met. 4. The methods used to distribute their products or provide their services Th

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 Document March 10, 2025 Melissa Gilmore Division of Corporation Finance Office of Manufacturing United States Securities and Exchange Commission Re:    Lee Enterprises, Incorporated      Form 10-K for the year ended September 29, 2024 Form 8-k furnished February 7, 2025 File No. 001-06227 Dear Ms. Gilmore: In your letter dated February 25, 2025 (the “Comment Letter”), you requested that we respond to your comments regarding our Form 10-k for Fiscal Year ended September 29, 2024 and our Form 8-k furnished on February 7, 2025 within ten business days or advise you when we would provide a response. As discussed with you, we request an extension of time to provide a response. Accordingly, we request an extension until Monday, March 24, 2025 to file our response to the Comment Letter. Sincerely, /s/ Timothy R. Millage     Timothy R. Millage Vice President, Chief Financial Officer and Treasurer

February 25, 2025
Timothy Millage
Chief Financial Officer
Lee Enterprises, Incorporated
4600 East 53rd Street
Davenport, IA 52807
Re:Lee Enterprises, Incorporated
Form 10-K for the Fiscal Year Ended September 29, 2024
Form 8-K furnished February 7, 2025
File No. 001-06227
Dear Timothy Millage:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended September 29, 2024
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 24
1.Please provide a more informative analysis and discussion of changes in operating,
investing and financing cash flows for each period presented. In doing so, explain the
underlying reasons and implications of material changes between periods to provide
investors with an understanding of trends and variability in cash flows. Also provide
an analysis of any known trends and uncertainties that will result in or that are
reasonably likely to result in a material increase or decrease in your liquidity. Ensure
your discussion and analysis is not merely a recitation of changes evident from the
financial statements. Refer to Item 303(a) of Regulation S-K and Section IV.B of SEC
Release No. 33-8350.
4. Goodwill and Other Intangible Assets, page 45
Please tell us in sufficient detail how you determined, pursuant to ASC 350-20-35-33 2.

February 25, 2025
Page 2
through -38, that your business consists of a single reporting unit. Explain if there are
any components of your reporting unit and, if so, how they qualify for aggregation. As
part of your response, clarify if your business still consists of strategic business
units as discussed in a prior comment response letter dated February 10, 2022.
Form 8-K furnished on February 7, 2025
Exhibit 99.1 Earnings Release, page 1
3.We note that you disclose the percentage change in several revenue streams on page 1
without explicitly identifying them as non-GAAP "same-store" figures. Please
appropriately title each non-GAAP figure and ensure you present the change in GAAP
revenue with equal or greater prominence. See Item 10(e)(1)(i)(A) of Regulation S-K
and Question 102.10(a) of the Compliance and Disclosure Interpretations on Non-
GAAP Financial Measures.
Exhibit 99.2 Presentation Materials, page 7
4.We note your presentation of "digital gross margin" percentage. In future filings,
please present gross profit for each revenue stream and on a consolidated basis. Since
you do not present gross profit on the face of your consolidated statements of (loss)
income, disclose the nature of the expenses included within cost of sales and ensure
that it is inclusive of all necessary expenses.
5.We note that you disclose on page 12 a 2025 fiscal year outlook for Adjusted
EBITDA without providing a reconciliation to the most directly related GAAP
measure. In future filings, please include such reconciliation or, alternatively, provide
a statement that the information could not be presented without unreasonable efforts
under Item 10(e)(1)(i)(B) of Regulation S-K. Refer also to Questions 102.10(a) and
102.10(b) of the C&DI's on Non-GAAP Financial Measures. Additionally,
considering you present Adjusted EBITDA on a consolidated basis, tell us your basis
for only providing an outlook for digital revenue and not consolidated revenues.
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
            Please contact Melissa Gilmore at 202-551-3777 or Andrew Blume at 202-551-3254
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
February 18, 2022
Marshall Anstandig
Senior Vice President and General Counsel
MNG Enterprises, Inc.
5990 Washington Street
Denver, CO 80216
Re:LEE ENTERPRISES, Inc
PRRN14A filed February 16, 2022
Filed by MNG Enterprises, Inc. et al.
SEC File No. 1-06227
Dear Mr. Anstandig:
            We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Revised Preliminary Proxy Statement filed February 16, 2022
Background to the Solicitation, page 5
1.Briefly explain that you initially attempted to nominate two director candidates, and later
converted your solicitation into a "vote no" campaign against two of the Company's
nominees because the Delaware court invalidated those nominations.
2.Balance the disclosure in the last paragraph on page 6 to state that even if the Company's
nominees fail to receive a majority of the votes cast, it is not clear that they would not
continue to serve on the Board, despite your view that this would be inappropriate.
Votes Required for Approval - Election of Directors, page 11
3.Describe the dispute about the voting standard that applies to the election of directors
earlier in the proxy statement, in a prominent location at the forepart of the disclosure
document.  Your revised disclosure should note that the Company asserts that a plurality

 FirstName LastNameMarshall Anstandig
 Comapany NameMNG Enterprises, Inc.
 February 18, 2022 Page 2
 FirstName LastName
Marshall Anstandig
MNG Enterprises, Inc.
February 18, 2022
Page 2
voting standard applies, and the basis for your disagreement.  Your revised disclosure
should note that any proxies granted to you may have no legal effect unless the Company
accepts that a majority voting standard applies.  Finally, indicate your intentions with
regard to further action, whether through litigation or otherwise, if the Company continues
to maintain the position that a plurality voting standard applies.  Please be specific about
what actions you may pursue and under what circumstances.  For example, if you
will pursue a court challenge but only if you receive sufficient proxies to prevent the
Company nominees from being elected under a majority voting standard, so state.
4.See our last comment above.  Revise generally to discuss what will occur with proxies
granted to you which include a voting option applicable to a majority voting standard, if
the Company refuses to concede that such standard applies to the election of directors and
no court challenge occurs, or if you are unsuccessful in such challenge.
5.Explain why you include an "AGAINST" (rather than a "WITHHOLD") voting option on
your proxy card, while the Company does not.  That is, explain what will be the effect of
an "AGAINST" vote if a plurality voting standard applies.
Revocation of Proxies, page 12
6.There appears to be a word missing from the last sentence at the bottom of page 12.
Please revise.
Form of Proxy - Election of Directors, page III-4
7.Since there is only one Company nominee other than Ms. Junck and Mr. Maloney, it
appears that the third voting option duplicates the first voting option.  Please revise.
8.It is not clear what option the Instructions refer to for the ability to be able to vote
"AGAINST" a particular nominee, since there is no option provided to mark "AGAINST
ALL EXCEPT" box.  Please revise or clarify.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Christina Chalk at (202) 551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

CORRESP
1
filename1.htm

    Shaun J. Mathew, P.C.

    To Call Writer Directly:

    +1 212 909 3035

    shaun.mathew@kirkland.com

    601 Lexington Avenue

    New York, NY 10022

    United States

    +1 212 446 4800

    www.kirkland.com

    Facsimile:

                                            +1 212 446 4900

VIA EDGAR AND EMAIL

    February 16, 2022

Office of Mergers & Acquisitions

United States Securities and Exchange Commission

100 F. Street, N.E.

Washington, DC 20549

    Attention:
    Christina Chalk (Senior Special Counsel)

    Re:
    Lee Enterprises, Incorporated

    Definitive Proxy Statement (DEFC14A) filed
    on Schedule 14A

    Filed on January 24, 2022 by Lee
    Enterprises, Incorporated

    File No. 001-06227

Dear Ms. Chalk:

Set forth below is the response
of Lee Enterprises, Incorporated (referred to herein as “we” or the “Company”) to the oral
comment made by the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) on February 15, 2022, with respect to the Company’s definitive proxy statement, filed
with the Commission on January 24, 2022 (the “Definitive Proxy Statement”).

For the convenience of the
Staff, we have reproduced the Staff’s comment in bold, italicized text and have followed such comment with the Company’s
response. Capitalized terms used but not defined in the Company’s response have the meanings ascribed to such terms in the Definitive
Proxy Statement.

Oral Correspondence dated February 15,
2022

 1. Given recent developments,
                                            please supplementally advise the Staff of your analysis of the voting standard applicable
                                            for the election of directors at the Company’s 2022 Annual Meeting of Shareholders.

RESPONSE

The Company supplementally
advises the Staff that the provisions of the By-Laws relating to majority voting for directors will not be applicable at the Annual Meeting
and that plurality voting will instead apply. As explained further below, this conclusion is not impacted by the Delaware Court of Chancery’s
(the “Chancery Court”) recent decision to uphold the Board’s rejection of the Purported Director Nomination
Notice submitted by Alden.

    United States Securities and Exchange Commission

    February 16, 2022

    Page 2

Determination
of the Applicable Voting Standard Under the Company’s By-Laws

The voting standard applicable
to the election of directors at the Annual Meeting is determined by the operative provision of the By-Laws. For the Staff’s reference,
the relevant provision of the By-Laws governing the voting standard applicable to director elections (the “Majority Voting By-Law”)
is reproduced below:1

Each director shall be elected by the
vote of a majority of the votes cast with respect to the director’s election at any meeting for the election of directors at which
a quorum is present; provided, however, that if, as of a date that is 14 days in advance of the date that the Corporation files its definitive
proxy statement (regardless of whether or not thereafter revised or supplemented) with the U.S. Securities and Exchange Commission (the
 “SEC”), the number of nominees exceeds the number of directors to be elected (a “Contested Election”), the directors
shall be elected by the vote of a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote
on the election of directors. For purposes of these By-laws, a majority of the votes cast means that the number of shares voted “for”
a director’s election must exceed the number of votes cast “against” that director’s election (with “abstentions”
and “broker non-votes” not counted as a vote cast either “for” or “against” that director’s
election). If an incumbent director nominee fails to receive a sufficient number of votes for re-election in an election that is not
a Contested Election, such director shall submit an irrevocable resignation contingent on acceptance of that resignation by the Board
of Directors in writing to the chairman of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance
Committee shall make a recommendation to the Board of Directors whether to accept or reject the resignation, or whether other action
should be taken. The Board of Directors shall act on the resignation, taking into account the Nominating and Corporate Governance Committee’s
recommendation, and publicly disclose its decision and, if such resignation is rejected, the rationale behind its decision within 90
days from the date of the certification of the election results. The Nominating and Corporate Governance Committee in making its recommendation
and the Board of Directors in making its decision each may consider any factors and information that they consider appropriate and relevant.

1 Article
                                            II, Section 8 of the By-Laws. A full copy of the By-Laws was filed with the Commission by
                                            the Company as Exhibit 3.1 to the Current Report on Form 8-K filed on June 27, 2019 and for
                                            the Staff’s reference is available at: https://www.sec.gov/Archives/edgar/data/58361/000118301019000005/bylaws.htm.

    United States Securities and Exchange Commission

    February 16, 2022

    Page 3

Accordingly, the By-Laws
provide for a majority voting standard in uncontested director elections, with an exception that establishes plurality voting as the
applicable standard in a contested election. As set forth above, the Majority Voting By-Law defines a “Contested Election”
as one where “14 days in advance of the date that the Corporation files its definitive proxy statement (regardless of whether or
not thereafter revised or supplemented) with the U.S. Securities and Exchange Commission (the “SEC”), the number of nominees
exceeds the number of directors to be elected.” In other words, the Majority Voting By-Law establishes a fixed point in time prior
to the Company’s commencement of its solicitation at which the applicable voting standard is determined. This provision, similar
to those governing many other public companies, provides “certainty with respect to the election standard for a given meeting”
rather than the alternative approach, which would “defin[e] whether an election is contested at the moment of the meeting,”
which could result in “changing the standard from plurality vote to majority vote after proxies have been solicited” and
could result in “confusion and, perhaps opportunistic behavior.”2

Brief Timeline
of Events

 · On
                                            June 27, 2019, the Company announced that it had amended and restated its By-Laws, effective
                                            as of June 26, 2019. Among other changes, these amendments included the addition of
                                            the Majority Voting Bylaw.

 · On
                                            November 26, 2021, Alden submitted the Purported Nomination Notice, which purported
                                            to nominate three individuals for election as directors at the Annual Meeting.

 · On
                                            December 3, 2021, the Company sent a letter to Alden stating the Board determined the
                                            Purported Nomination Notice was invalid for noncompliance with the By-Laws and any nominations
                                            purported to be made pursuant to the Purported Nomination Notice would be disregarded.

 · On
                                            December 15, 2021, Alden filed a complaint in the Chancery Court against the Company
                                            and its board of directors with respect to the rejection of the Purported Nomination Notice.

 · On
                                            December 22, 2022, the Chancery Court held a hearing on Alden’s motion to expedite.
                                            The Company opposed the motion to expedite on the basis that Alden’s claims were not
                                            colorable. The Chancery Court granted the motion to expedite, determining that the claims
                                            were sufficiently colorable to warrant expedition, and ordered an expedited trial, which
                                            was later scheduled for February 7, 2022.

2 Frederick
                                            H. Alexander and James D. Honaker, Morris, Nichols, Arsht & Tunnell LLP, “The Nuts
                                            and Bolts of Majority Voting,” (as revised Dec. 7, 2006), available at https://www.morrisnichols.com/assets/htmldocuments/113.pdf.

    United States Securities and Exchange Commission

    February 16, 2022

    Page 4

 · On
                                            January 14, 2022, the Company filed a preliminary proxy statement with the Commission
                                            in connection with the Annual Meeting. In the preliminary proxy statement, the Company noted
                                            that three directors would be elected at the Annual Meeting, advised shareholders of the
                                            pending litigation and indicated that director nominations from Alden would be disregarded
                                            “[u]nless the Delaware Court of Chancery (or the Delaware Supreme Court) determines
                                            before the Annual Meeting that the Purported Nomination Notice is valid.” Accordingly,
                                            the Company was required under Rule 14a-6(a) to file a “contested”
                                            preliminary proxy statement on form PREC14A.

 · On January 18, 2022,
                                            Alden’s counsel informed the Company’s counsel that one of Alden’s three
                                            purported nominees, Carlos P. Salas, had withdrawn from Alden’s slate of purported
                                            nominees.

 · On
                                            January 24, 2022, the Company filed the Definitive Proxy Statement with the Commission
                                            on form DEFC14A. For purposes of the Majority Voting By-Law, January 10, 2022 was the
                                            date that was 14 days in advance of the date the Company filed the Definitive Proxy Statement.
                                            In light of the pending litigation pursuant to which a court would ultimately determine whether
                                            Alden’s nominations were valid, the Company could not at such time unilaterally establish
                                            that the Purported Nomination Notice was invalid or that the nominations thereunder would
                                            be disregarded at the Annual Meeting. Accordingly, as of the date that was 14 days in advance
                                            of the date the Company filed the Definitive Proxy Statement, the number of nominees (six)
                                            exceeded the number of directors to be elected (three). Pursuant to the Majority Voting By-Law,
                                            plurality voting therefore applied to the election of directors at the Annual Meeting. The
                                            Company disclosed the applicable voting standard for the election of directors and the basis
                                            for its conclusion on page 16 of the Definitive Proxy Statement:

Voting Standard

The provisions of the By-Laws relating
to majority voting for directors will not be applicable at the Annual Meeting because Alden submitted the Purported Nomination Notice
stating it intends to nominate its purported nominees for election to the Board and the litigation regarding the validity of the Purported
Nomination Notice was pending as of the date that was 14 days in advance of the date that we filed the definitive version of this Proxy
Statement with the SEC. Accordingly, pursuant to the By-Laws, plurality voting will instead apply. Under the plurality voting provisions
of our By-Laws, directors will be elected by the vote of a plurality of the shares represented in person or by proxy at the Annual Meeting
and entitled to vote on the election of directors. Therefore, the three nominees for director who receive the most votes cast by the
shares represented in person or by proxy at the Annual Meeting and entitled to vote in the election will be elected at the Annual Meeting.

The Company also provided for a plurality
voting standard in the form of proxy card attached to the Definitive Proxy Statement, specifying the following voting options for the
Company’s three director candidates: “FOR ALL,” “WITHHOLD ALL” and “FOR ALL EXCEPT.”

 · The
                                            Company commenced mailing of the Definitive Proxy Statement on or about January 24,
                                            2022, and subsequently commenced an active solicitation of proxies from its shareholders,
                                            including through calls and multiple mailings of materials. As of February 15, 2022,
                                            the Company was advised by its proxy solicitor that over 30% of the outstanding shares have
                                            already voted by proxy with respect to the election of directors (and that an even higher
                                            percentage of the outstanding shares is currently represented for purposes of the quorum
                                            pursuant to broker discretionary voting on the auditor proposal, although we understand that
                                            figure would be reduced to the extent Alden ultimately delivers proxy materials to some or
                                            all shareholders before the Annual Meeting).

    United States Securities and Exchange Commission

    February 16, 2022

    Page 5

 · On
                                            January 27, 2022, Alden filed a preliminary proxy statement.

 · On
                                            February 7, 2022, the Chancery Court held the trial.

 · On
                                            February 14, 2022, the Chancery Court issued its decision denying Alden’s requested
                                            relief and upholding the Board’s rejection of the Purported Nomination Notice.3
                                            In its decision, the Court held that Alden failed to comply with multiple unambiguous
                                            requirements of the By-Laws.

 · On
                                            February 15, 2022, Alden issued a press release indicating that it would be filing preliminary
                                            proxy materials in respect of a “Vote No” campaign. While the press release suggests
                                            that Alden is no longer intending to solicit proxies in favor of its nominees, Alden has
                                            not confirmed publicly or privately that it will not seek to appeal the Chancery Court decision.
                                            Indeed, on the same day, Alden also filed an investor presentation4
                                            that included the names of its candidates and labeled them as “alternative
                                            directors” (see page 9 and 26

United States securities and exchange commission logo
February 15, 2022
Timothy Millage
Vice President, Chief Financial Officer and Treasurer
Lee Enterprises, Inc
4600 E 53rd Street
Davenport, Iowa 52807
Re:Lee Enterprises, Inc
Form 10-K for the fiscal year ended September 26, 2021
File No. 001-06227
Dear Mr. Millage:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

	lee20220210_corresp.htm

			Timothy R. Millage

			Vice President, Chief Financial Officer and Treasurer

			(563) 383-2135

			tim.millage @lee.net

February 10, 2022

Division of Corporate Finance

Office of Manufacturing

Securities and Exchange Commission

			Re:

			Lee Enterprises, Incorporated

			Form 10-K for the year ended September 26, 2021

			File No. 001-06227

To Whom It May Concern:

Set forth below is the response of Lee Enterprises, Incorporated (“Lee” or the “Company”) to the comments of the staff (“Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) contained in the letter addressed to Timothy R. Millage, Chief Financial Officer of the Company dated January 31, 2022, relating to the Company’s Annual Report on Form 10-K for the Fiscal Year Ended September 26, 2021 (“Form 10-K”). For convenience of reference, the text of the comments in the Staff’s letter has been reproduced in italicized type.

Form 10-K for the Fiscal Year Ended September 26, 2021

Management's Discussion and Analysis of Financial Condition and Results of Operations, page 25

SEC Comment 1:

We note from your Form 10-K that the aggregate market value of your common stock held by non-affiliates was approximately $142 million at March 31, 2021. In this regard, it appears you meet the threshold for an accelerated filer rather than a non-accelerated filer. Refer to Rule 12b-2 of Exchange Act.

Company Response:

We agree Lee is an accelerated filer and had filed our Form 10-K under the requirements of an accelerated filer. Checking the non-accelerated filer box on the cover page was an administrative error. We will check the accelerated filer box in all future filings. We made this change in our Quarterly Report on Form 10-Q for Quarterly Period Ended December 26, 2021 (“Form 10-Q”).

SEC Comment 2:

We note your presentation of cash costs and total operating revenue less cash costs in the table on page 16. Your presentation of cash costs and total operating revenue less cash costs within your table of operating results, as reported in the consolidated financial statements is not appropriate as it gives the appearance that the measures have been prepared in accordance with GAAP. Please remove or alternatively, you may revise to separately present the non-GAAP measures below your GAAP income statement, and clearly identify the measures as non-GAAP. Further, revise your filing to include reconciliations for both non-GAAP measures to the most directly comparable GAAP measure. Lastly, please revise your MD&A to precede the disclosure of non-GAAP measures with your Results of Operations disclosure, which is presented on a GAAP basis, to avoid giving undue prominence to the non-GAAP measures. Refer to Question 102.10 of the C&DI on Non-GAAP Financial Measures.

Company Response:

The Company will remove “total operating revenue less cash costs” and “Cash Costs” from any tables presented within our “Results of Operations” disclosure and expand our disclosures on “Cash Costs” under our “Reconciliation of Non-GAAP Financial Measures” in future filings. An example of the expanded disclosure is provided below. The Company agrees to move our non-GAAP measures disclosure to immediately succeed our “Results of Operations” disclosure in all future filings. These changes are reflected in the Form 10-Q.

Included under header “RECONCILIATION OF NON-GAAP FINANCIAL MEASURES” immediately succeeding the reconciliation of Adjusted EBITDA.

SEC Comment 3:

We note that you appear to operate in one segment. Please tell us and revise your notes to the consolidated financial statements to disclose the factors used to identify your reportable segment, including the basis of organization, and whether operating segments have been aggregated into one reportable segment. Refer to ASC 280-10-50-21.

Company Response:

Determination of reportable segments is based on guidance in ASC 280 and below includes the analysis of the applicable guidance for the Company.

Operating decisions are made by Lee’s Chief Executive Officer (“CEO”) with input from the CEO team, which consists of two vice presidents with primarily revenue responsibilities, as well as other company executives including our CFO. Lee’s CEO has final decision making authority, allocates resources and assesses operating results and is therefore the chief operating decision maker (“CODM”) as defined in ASC 280-10-50-5.

The Company consists of approximately 50 strategic business units (“SBU’s”). The SBU’s generally include print and digital subscription products and the associated advertising and marketing services.

Each of the SBUs incur comparable types of costs (compensation, newsprint/ink and other costs) to generate similar sources of advertising and marketing services revenue and subscription revenue. The SBU’s produce products in a similar manner, have the same class of customers, and use the same distribution processes. As a result, each SBU engages in the same business activities.

Separate operating results of each SBU are not reviewed by the CODM. The CODM reviews consolidated statements of income and consolidated balance sheets on a monthly basis, and reviews the consolidated statements of cash flows (“SOCF”) on a quarterly basis. The balance sheets and SOCF are only prepared on a consolidated level. Selective revenue and expense details by SBU are reviewed by the CODM, however, the focus of those reviews is on details of advertising and marketing services revenue by SBU and subscription revenue by SBU. Complete operating results or other profitability measures by SBU are not reviewed by the CODM. Further, business decisions by the CODM, including the allocation of resources, are determined based on reviewing consolidated information.

As a result of the factors listed above, the Company operates its business as one operating and reportable segment.

We agree with the Commission’s comments and agree to expand our disclosure on segment reporting in future filings to include additional information on factors used to identify our reportable segments, including the basis of organization, and explain that we manage our business as one operating segment and one reportable segment. Below is a draft of our expanded disclosure:

Segments

Our business consists of approximately 50 strategic business units (“SBU’s”). The SBU’s generally include print and digital subscription products and the associated advertising and marketing services. Each of our SBUs comparable types of costs (compensation, newsprint/ink and other costs) to generate similar sources of advertising and marketing services revenue and subscription revenue, they produce products in a similar manner; they have same class of customers and they use the same distribution processes. In other words, each SBU engages in the same business activities.

Separate operating results of each SBU are not reviewed by the CODM. The CODM reviews consolidated statements of income and consolidated balance sheets on a monthly basis, and reviews the consolidated statements of cash flows (“SOCF”) on a quarterly basis. The balance sheets and SOCF are only prepared on a consolidated level. Selective revenue and expense details by SBU are reviewed by the CODM, however, the focus of those reviews is on details of advertising and marketing services revenue by SBU and subscription revenue by SBU. Complete operating results or other profitability measures by SBU are not reviewed by the CODM. Further, business decisions by the CODM, including the allocation of resources, are determined based on reviewing consolidated information.

* * * *

In connection with the response to this letter, the Company acknowledges that:

			●

			the Company is responsible for the adequacy and accuracy of this disclosure in the filing

			●

			Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any actions with respect to the filling; and

			●

			the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If the Staff has any further questions or comments concerning this response, or if you require additional information, please feel free to contact me at (563) 383-2135.

Sincerely,

			/s/ Timothy R. Millage

Timothy R. Millage

Vice President, Chief Financial Officer and Treasurer

United States securities and exchange commission logo
February 1, 2022
Marshall Anstandig
Senior Vice President and General Counsel
MNG Enterprises, Inc.
5990 Washington Street
Denver, CO 80216
Re:LEE ENTERPRISES, Inc
PREC14A filed January 27, 2022
Filed by MNG Enterprises, Inc. et al.
SEC File No. 1-06227
Dear Mr. Anstandig:
            We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
PREC14A filed January 27, 2022 by MNG Enterprises, Inc. et al.
Letter to Fellow Lee Stockholders, page i
1.We note your statement that neither Ms. Junck nor Mr. Maloney has purchased any shares
in the Company since 2011 and 2008, respectively.  You assert that "with such little
personal skin in the game, particularly with regard to Mr. Maloney, we question their
suitability as directors and whether they are truly aligned with acting in the best interests
of stockholders."  We note the disclosure on page 12 of the proxy statement that the
Opportunities Nominees do not own any shares of the Company.  Where appropriate in
the proxy statement, explain why you do not view your nominees' lack of share ownership
as an impediment, while taking a different view with respect to existing directors of the
Company.  We note that existing directors have not purchased shares recently, but do own
shares granted as equity awards.  In addition, revise your disclosure to note whether, if
elected to the Board, the Opportunities Nominees will undertake to purchase shares.
2.We note that you are currently in litigation with the Company regarding the validity of

 FirstName LastNameMarshall Anstandig
 Comapany NameMNG Enterprises, Inc.
 February 1, 2022 Page 2
 FirstName LastNameMarshall Anstandig
MNG Enterprises, Inc.
February 1, 2022
Page 2
your nomination of the Opportunities Nominees under the Company's advance notice
bylaw provisions.  The matter is scheduled to be heard by a Delaware Court on February
7, in advance of the annual meeting of shareholders.  Please confirm that you will update
your proxy materials to inform shareholders of the outcome of that litigation.
Specifically, advise how you will handle proxies granted to you if a court determines that
your nominations are invalid, and how you will inform shareholders who granted you a
proxy that your nominations have been held to be invalid.
Reasons for the Solicitation, page 7
3.We note the assertion here that the current Company directors have "presided over years
of poor operational and financial performance..."  Please revise the proxy statement to
provide support for this assertion and to clarify the time period and metrics by which you
believe the Company has demonstrated subpar performance during their tenure.
Election of Directors, page 10
4.Here and throughout the proxy statement where similar language appears (see for
example, pages 2 and 15), modify the statement that you are soliciting proxies for the
Opportunities Nominees and existing Company director Kevin D. Mowbray.  While Rule
14a-4(d) permits you to "round out" your short slate of nominees by voting proxies
solicited in favor of one or more Company nominees, Rule 14a-4(d)(4)(ii) permits you to
name only Company nominees for whom you are not seeking proxy authority.
5.See our comments below with respect to the need to describe your nominees' specific
plans for the Company if they are elected to the Board.  We note the statement here that if
elected, the Opportunities Nominees will "work with other members of the Board to
improve corporate governance..."  Your expanded disclosure should describe their specific
plans for corporate governance changes.
6.Revise to describe Ms. Brown's principal occupation and employment since 2013.  See
Item 7(b) of Schedule 14A.  Alternatively, revise to clarify that Ms. Brown has been
retired since 2013.
General
7.At the forepart of the proxy statement, include a section describing the interest of the
participants in this solicitation. This section should disclose that MNG Enterprises appears
to be a competitor of Lee Enterprises and previously made a bid to acquire Lee, which
was rejected by its board of directors.  In addition, to the extent that participants or their
affiliates are investors in competitors of the Company, please disclose.
8.Revise to describe your nominees' agenda for Lee if they are elected to the board,
including with respect to a sale of the Company to a participant, the affiliate of any
participant, or any other party.  Your expanded disclosure should address whether the
participants will continue to pursue an acquisition of the Company, including on the terms

 FirstName LastNameMarshall Anstandig
 Comapany NameMNG Enterprises, Inc.
 February 1, 2022 Page 3
 FirstName LastName
Marshall Anstandig
MNG Enterprises, Inc.
February 1, 2022
Page 3
outlined in their prior proposal.
9.Generally revise the proxy statement to clearly characterize statements of opinion or belief
as such, rather than presenting them as fact.  Some non-exclusive examples of text that
should be revised include the following:

•"Unfortunately, the current Board of Directors' (the 'Board') decision to prioritize
their own interests over what is clearly best for the Company..." (Letter to
Stockholders);
•"The Company has markedly poor corporate governance." (page 7)
•"In addition, these directors have presided over years of poor operational and
financial performance by the Company." (page 7)
•"The Opportunities Nominees would bring much-needed change to the Board." (page
8)
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Christina Chalk, Senior Special Counsel, at (202) 551-
3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

United States securities and exchange commission logo
January 31, 2022
Timothy Millage
Vice President, Chief Financial Officer and Treasurer
Lee Enterprises, Inc
4600 E 53rd Street
Davenport, Iowa 52807
Re:Lee Enterprises, Inc
Form 10-K for the fiscal year ended September 26, 2021
File No. 001-06227
Dear Mr. Millage:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the year ended September 26, 2021
Cover Page
1.We note from your Form 10-K that the aggregate market value of your common stock
held by non-affiliates was approximately $142 million at March 31, 2021. In this regard, it
appears you meet the threshold for an accelerated filer rather than a non-accelerated filer.
Refer to Rule 12b-2 of Exchange Act.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Meaures, page 13
2.We note your presentation of cash costs and total operating revenue less cash costs in the
table on page 16.  Your presentation of cash costs and total operating revenue less cash
costs within your table of operating results, as reported in the consolidated financial
statements is not appropriate as it gives the appearance that the measures have been
prepared in accordance with GAAP.  Please remove or alternatively, you may revise
to separately present the non-GAAP measures below your GAAP income statement, and

 FirstName LastNameTimothy Millage
 Comapany NameLee Enterprises, Inc
 January 31, 2022 Page 2
 FirstName LastName
Timothy Millage
Lee Enterprises, Inc
January 31, 2022
Page 2
clearly identify the measures as non-GAAP.  Further, revise your filing to include
reconciliations for both non-GAAP measures to the most directly comparable GAAP
measure. Lastly, please revise your MD&A to precede the disclosure of non-GAAP
measures with your Results of Operations disclosure, which is presented on a GAAP
basis, to avoid giving undue prominence to the non-GAAP measures. Refer to Question
102.10 of the C&DI on Non-GAAP Financial Measures.
Significant Accounting Policies, page 30
3.We not that you appear to operate in one segment. Please tell us and revise your notes to
the consolidated financial statements to disclose the factors used to identify your
reportable segment, including the basis of organization, and whether operating segments
have been aggregated into one reportable segment. Refer to ASC 280-10- 50-21.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Charles Eastman at 202-551-3794 or Jean Yu at 202-551-3305 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

    4600 E. 53rd St.

         Davenport, IA 52807

    www.lee.net

    February 13, 2020

    VIA EDGAR

    Division of Corporation Finance

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549-7010

    Attention:  Ms. Erin Purnell

              RE:

              Lee Enterprises, Incorporated

              Registration Statement on Form S-3

              Filed February 10, 2020

              SEC File No. 333-236356

    Dear Ms. Purnell:

    In connection with
      the above-referenced Registration Statement and in accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request that the effective date of the Registration Statement (Registration No. 333-236356) be accelerated so that it
      will be declared effective at 2:00 pm, Eastern Time, on February 18, 2020, or as soon thereafter as practicable.

    Once the
      Registration Statement has been declared effective, please orally confirm that event with the Company’s counsel, Lane & Waterman LLP, by calling Ed Carroll at (563) 324-3246.

    Thank you for your
      assistance with this matter.

            Very truly yours,

            LEE ENTERPRISES, INCORPORATED

            /s/ C. Dana Waterman III

            By:

            C. Dana Waterman III

            Secretary

February 13, 2020
C.D. Waterman
Secretary and General Counsel
LEE ENTERPRISES, Inc
4600 East 53rd Street
Davenport, Iowa 52807
Re:LEE ENTERPRISES, Inc
Registration Statement on Form S-3
Filed February 10, 2020
File No. 333-236356
Dear Mr. Waterman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Erin Purnell at 202-551-3454 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

March 26, 2019
Timothy R. Millage
Chief Financial Officer
Lee Enterprises, Incorporated
201 N. Harrison Street, Suite 600
Davenport, Iowa 52801
Re:Lee Enterprises, Incorporated
Form 10-K for the Fiscal Year Ended September 30, 2018
Filed December 14, 2018
File No. 001-06227
Dear Mr. Millage:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

CORRESP
1
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		Document

Timothy R. Millage

Vice President, Chief Financial Officer and Treasurer

(563) 383-2135

tim.millage@lee.net

March 19, 2019

Division of Corporate Finance

Office of Transportation and Leisure

Securities and Exchange Commission

Re:    Lee Enterprises, Incorporated

Form 10-K for the year ended September 30, 2018

Filed December 14, 2018

File No. 001-06227

To Whom It May Concern:

Set forth below is the response of Lee Enterprises, Incorporated (“Lee” or the “Company”) to the comments of the staff (“Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) contained in the letter addressed to Timothy R. Millage, Chief Financial Officer of the Company, dated March 5, 2019, relating to the Company’s Form 10-K for the Fiscal Year Ended September 30, 2018. For convenience of reference, the text of the comments in the Staff’s letter have been reproduced in italicized type.

Form 10-K for the Fiscal Year Ended September 30, 2018

Management's Discussion and Analysis of Financial Condition and Results of Operations, page 25

Comment 1:

We note the reconciliation you plan to include in future filings related to prior comment 1. In light of the fact that you will now be disclosing same property amounts, rather than percentages, please also revise to clarify that these same property basis amounts are non GAAP measures, and include a statement as to why management believes the measure is useful to investors. Refer to Item 10(e)(i)(C) of Regulation S-K. Also, we note that the discussion of revenue comparison between 2017 and 2016 on page 26, appears to be only on a same property basis. Please note that MD&A should include a discussion of all significant changes in revenue on a GAAP basis, and may be supplemented by a discussion of non-GAAP amounts, assuming the appropriate disclosures required by Item 10(e) of Regulation G are included.

Response:

We believe that same property results are analogous to same store results. As defined under Final Rule 33-8176, we believe same store sales are not a non-GAAP financial measure. As such, we request that no changes be made to our Form 10-K for the Fiscal Year Ended September 30, 2018.

We note that the requirements of Item 303 of Regulation S-K require a robust discussion of operating results which align with the results of operations presented on page 25. We have provided additional narrative discussion below which, combined with our same property discussion included in our Form 10-K, would satisfy the aforementioned disclosure requirements. We request that this change be made in future filings.

1

In 2017, we recognized $3,689,000 in revenue related to acquisitions. In 2016, we recognized $7,895,000 in revenue related to disposals.

* * * *

In connection with the response to this letter, the Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of this disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any actions with respect to the filling; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should you have any questions regarding this matter, please feel free to contact me at (563) 383-2135.

Sincerely,

LEE ENTERPRISES, INCORPORATED

Timothy R. Millage

Vice President, Chief Financial Officer and Treasurer

2

March 5, 2019
Timothy R. Millage
Chief Financial Officer
Lee Enterprises, Incorporated
201 N. Harrison Street, Suite 600
Davenport, Iowa 52801
Re:Lee Enterprises, Incorporated
Form 10-K for the Fiscal Year Ended September 30, 2018
Filed December 14, 2018
File No. 001-06227
Dear Mr. Millage:
            We have reviewed your February 28, 2019 response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
February 14, 2019 letter.
Form 10-K for the Fiscal Year Ended September 30, 2018
Management's Discussion and Analysis of Financial Condition and Results of Operations
Continuing Operations, page 25
1.We note the reconciliation you plan to include in future filings related to prior comment
1.  In light of the fact that you will now be disclosing same property amounts, rather than
percentages, please also revise to clarify that these same property basis amounts  are non
GAAP measures, and include a statement as to why management believes the measure is
useful to investors.  Refer to Item 10(e)(i)(C) of Regulation S-K.  Also, we note that the
discussion of revenue comparison between 2017 and 2016 on page 26, appears to be only
on a same property basis.  Please note that MD&A should include a discussion of all
significant changes in revenue on a GAAP basis, and may be supplemented by a
discussion of non-GAAP amounts, assuming the appropriate disclosures required by Item

 FirstName LastNameTimothy R. Millage
 Comapany NameLee Enterprises, Incorporated
 March 5, 2019 Page 2
 FirstName LastName
Timothy R. Millage
Lee Enterprises, Incorporated
March 5, 2019
Page 2
10(e) of Regulation G are included.
            You may contact Heather Clark at 202-551-3624 or Claire Erlanger at 202-551-3301 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

CORRESP
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		Document

Timothy R. Millage

Vice President, Chief Financial Officer and Treasurer

(563) 383-2135

tim.millage@lee.net

February 28, 2019

Division of Corporate Finance

Office of Transportation and Leisure

Securities and Exchange Commission

Re:    Lee Enterprises, Incorporated

Form 10-K for the year ended September 30, 2018

Form 8-K furnished February 8, 2019

File No. 001-06227

To Whom It May Concern:

Set forth below is the response of Lee Enterprises, Incorporated (“Lee” or the “Company”) to the comments of the staff (“Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) contained in the letter addressed to Timothy R. Millage, Chief Financial Officer of the Company, dated February 14, 2019, relating to the Company’s Form 10-K for the Fiscal Year Ended September 30, 2018 and Form 8-K furnished February 8, 2019. For convenience of reference, the text of the comments in the Staff’s letter have been reproduced in italicized type.

Form 10-K for the Fiscal Year Ended September 30, 2018

Management's Discussion and Analysis of Financial Condition and Results of Operations, page 25

Comment 1:

We note that you present your results of operations on a "same property basis." We further note that in doing so, you have not quantified the impact of each of the items on page 25 in your results of operations analysis. As an example, you state that advertising and marketing services revenue decreased by 8.4% in 2018 and by 11.4% on a same property basis. However, the impacts of revenues from 2017 acquisitions, revenues from disposed enterprises in 2018, and the 53rd week of revenue in 2018 are not quantified to enable a reader to better understand how each item impacted the line items in your statement of operations. Please provide a more robust operating results discussion, including the quantifications of various factors behind the changes in revenues and expenses, to the extent that they are material, in understanding your operations. Refer to Item 303 of Regulation S-K.

Response:

We note that the results of operations table on page 25 is presented on a GAAP basis, and we understand the Staff’s views on providing adequate information for users to understand significant changes in the results of operations. On pages 26 - 28 we include in the narrative discussion certain trends on a Same Property basis, excluding the impact of the 53rd week of operations, acquisitions and divestitures. We have provided quantification of those items as follows for each line item presented on a Same Property basis:

1

2018 Same Property Reconciliation - Select Figures

(Thousands of Dollars)

 GAAP

 53rd week

 Acquisitions

 Divestitures

 Same Property

Advertising Revenues

 303,446

 4,533

 8,362

 387

 290,164

Digital Advertising Revenues

 96,498

 1,256

 963

 113

 94,166

Subscription Revenues

 195,108

 2,635

 5,271

 227

 186,975

Other Revenues

 45,401

 537

 253

 50

 44,561

Cash Costs

 420,936

 6,459

 11,118

 664

 402,695

Compensation

 196,334

 3,501

 4,778

 316

 187,739

Newsprint

 24,949

 489

 116

 44

 24,300

Other Operating Expenses

 199,653

 2,469

 6,224

 304

 190,656

Insofar as (a) we present certain trends on a Same Property basis and (b) the impacts of reconciling items are material, we will quantify individual adjustments to arrive at Same Property financial measures. We request the additional disclosure be included in future filings.

Financial Statements, Notes to Consolidated Financial Statements, 1. Significant Accounting Policies, Inventories, page 45

Comment 2:

We note that you recognize inventory at the lower of cost or market. As it relates to your inventory measured using FIFO, please explain how this complies with the policy of using the lower of cost or net realizable value in accordance with ASC 330-10-35-1B.

Response:

We were in compliance with ASC 330-10-35-1B, as updated by ASU 2015-11, as of the fiscal year ended September 30, 2018.

We regularly monitor inventory levels and values for indications that inventories may need to be written down to the lower of cost or net realizable value. No write-down was deemed necessary for the $2,079,000 in FIFO Newsprint inventory or $1,534,000 of FIFO Other inventory as of September 30, 2018.

The disclosure presented on page 45 will be updated to read: “Newsprint inventories and other inventories are priced at the lower of cost or net realizable value.” We request to correct our disclosure language in future filings.

Form 8-K furnished February 8, 2019

Exhibit 99.1 Earnings Release, Consolidated Statements of Operations, page 5

Comment 3:

We note that in your consolidated statements of operations disclosed on page 5, you have included the subtotal "total operating revenue less cash costs." This measure appears to be a non-GAAP financial performance measure and your disclosure should be revised to include the disclosures required under Regulation G and Item 10(e)(1)(i) of Regulation SK. As part of these disclosures you should reconcile the measure to the most directly comparable GAAP measure and explain why you believe the measure is useful to investors.

Response:

2

We request to expand our disclosure on non-GAAP financial measures in future filings to include a definition for “total operating revenue less cash costs” as well as a reconciliation to the most directly comparable GAAP measure. Below is a draft of our expanded disclosure:

To be included on page 7:

Total Operating Revenue Less Cash Costs, or “margin”, represents a non-GAAP financial performance measure of revenue less total cash costs, also a non-GAAP financial measure. This measure is useful to investors in understanding the profitability of the Company after direct cash costs related to the production and delivery of products and services are expensed. Margin is also useful in developing opinions and expectations about the Company’s ability to manage and control its operating cost structure in relation to its peers. This non-GAAP financial measure is reconciled to operating income, the most closely comparable GAAP measure under the heading CONSOLIDATED STATEMENTS OF OPERATIONS within.

* * * *

In connection with the response to this letter, the Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of this disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any actions with respect to the filling; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should you have any questions regarding this matter, please feel free to contact me at (563) 383-2135.

Sincerely,

LEE ENTERPRISES, INCORPORATED

_______________________________________

Timothy R. Millage

Vice President, Chief Financial Officer and Treasurer

3

February 14, 2019
Timothy R. Millage
Chief Financial Officer
Lee Enterprises, Incorporated
201 N. Harrison Street, Suite 600
Davenport, Iowa 52801
Re:Lee Enterprises, Incorporated
Form 10-K for the Fiscal Year Ended September 30, 2018
Form 8-K furnished February 8, 2019
File No. 001-06227
Dear Mr. Millage:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended September 30, 2018
Management's Discussion and Analysis of Financial Condition and Results of Operations
Continuing Operations, page 25
1.We note that you present your results of operations on a "same property basis."  We
further note that in doing so, you have not quantified the impact of each of the items on
page 25 in your results of operations analysis.  As an example, you state that advertising
and marketing services revenue decreased by 8.4% in 2018 and by 11.4% on a same
property basis.  However, the impacts of revenues from 2017 acquisitions, revenues from
disposed enterprises in 2018, and the 53rd week of revenue in 2018 are not quantified to
enable a reader to better understand how each item impacted the line items in your
statement of operations.  Please provide a more robust operating results
discussion, including the quantifications of various factors behind the changes in revenues
and expenses, to the extent that they are material, in understanding your operations.  Refer
to Item 303 of Regulation S-K.

 FirstName LastNameTimothy R. Millage
 Comapany NameLee Enterprises, Incorporated
 February 14, 2019 Page 2
 FirstName LastName
Timothy R. Millage
Lee Enterprises, Incorporated
February 14, 2019
Page 2
Financial Statements
Notes to Consolidated Financial Statements
1. Significant Accounting Policies
Inventories, page 45
2.We note that you recognize inventory at the lower of cost or market.  As it relates to your
inventory measured using FIFO, please explain how this complies with the policy of using
the lower of cost or net realizable value in accordance with ASC 330-10-35-1B.
Form 8-K furnished February 8, 2019
Exhibit 99.1 Earnings Release
Consolidated Statements of Operations, page 5
3.We note that in your consolidated statements of operations disclosed on page 5, you have
included the subtotal "total operating revenue less cash costs."  This measure appears to be
a non-GAAP financial performance measure and your disclosure should be revised to
include the disclosures required under Regulation G and Item 10(e)(1)(i) of Regulation S-
K.  As part of these disclosures you should reconcile the measure to the most directly
comparable GAAP measure and explain why you believe the measure is useful to
investors.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Heather Clark at 202-551-3624 or Claire Erlanger at 202-551-3301 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

CORRESP
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		Document

201 N. Harrison St.

Davenport, IA 52801-1939                    Ronald A. Mayo

www.lee.net                        Vice President, Chief Financial Officer

          and Treasurer

(563) 383-2557

Fax: (563) 327-2646

ron.mayo@lee.net

February 3, 2017

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7010

Attention:  Justin Dobbie, Esq., Legal Branch Chief

RE:     Lee Enterprises, Incorporated (the “Company”)

Registration Statement on Form S-3

Filed January 20, 2017, as amended February 3, 2017

SEC File No. 333-215651

Ladies and Gentlemen:

In connection with the above-referenced Registration Statement and in accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby request that the effective date of the Registration Statement (Registration No. 333-215651) be accelerated so that it will be declared effective at 4:30 pm, Eastern Time, on February 6, 2017, or as soon thereafter as practicable.

Once the Registration Statement has been declared effective, please orally confirm that event with the Company’s counsel, Lane & Waterman LLP, by calling Ed Carroll at (563) 324-3246.

Thank you for your assistance with this matter

 Very truly yours,

 LEE ENTERPRISES, INCORPORATED

 /s/ Ronald A. Mayo

 By:

 Ronald A. Mayo

 Vice President, Chief Financial Officer

    and Treasurer

Mail Stop 3561

January 30, 2017

Kevin D. Mowbray
President  and Chief Executive Officer
Lee Enterprises, Incorporated
201 N. Harrison Street, Suite 600
Davenport, IA 52801

Re: Lee Enterprises, Incorporated
  Registration Statement on Form S-3
Filed  January 23 , 2017
  File No.  333-215651

Dear Mr. Mowbray :

This is to advise you that we have not reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact John Stickel at 202 -551-3324 or me at 202-551-3369  with any questions.

Sincerely,

 /s/ Justin Dobbie

Justin Dobbie
Legal Branch Chief
Office of Transportation and Leisure

Mail Stop 3561
August 31, 2016

Ronald A. Mayo
Chief Financial Officer
Lee Enterprises, Incorporated
201 N. Harrison Street, Suite 600
Davenport, Iowa 52801

Re: Lee Enterprises, Incorporated
 Form 10-K for the Fiscal Year Ended September 27, 2015
Filed December 11, 2015
File No. 001 -06227

Dear Mr. Mayo :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities la ws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Andrew Mew

Andrew Mew
Senior Assistant Chief Accountant
Office of Transportation and Leisure

CORRESP
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		Document

Ron Mayo

Vice President, Chief Financial Officer and Treasurer

(563) 383-2557

ron.mayo@lee.net

August 29, 2016

Ms. Melissa Raminpour

Branch Chief

Securities and Exchange Commission

Re:    Lee Enterprises, Incorporated

Form 10-K for the year ended September 27, 2015

Filed December 11, 2015

File No. 001-06227

Dear Ms. Raminpour:

Set forth below is the response of Lee Enterprises, Incorporated (“Lee” or the “Company”) to the comments of the staff (“Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) asked during a phone conversation dated August 11, 2016 about the Company's correspondence with the Commission dated June 20, 2016 relating to the Company’s Form 10-K for the Fiscal Year Ended September 27, 2015 filed December 11, 2015.

In the course of the phone conversation, the Staff had two questions related to the Company's Critical Accounting Policies disclosure of goodwill and other intangible assets:

First, the Staff inquired as to whether the Company performed a market capitalization reconciliation as part of the impairment analysis described in our prior responses.

As discussed in our previous letters, we performed our goodwill step 2 analysis.  Our analysis is consistent with the guidance in ASC 350-20-35-14, “The implied fair value of goodwill shall be determined in the same manner as the amount of goodwill recognized in a business combination.”  We used this guidance to assess the overall reasonableness of the business enterprise value ascribed during our step 2 analysis. As we described on the call, the Company performed a market capitalization reconciliation as part of our goodwill impairment analysis. Due to the volatility of the Company's stock price from the date of our annual valuation through our year end, a market capitalization reconciliation was performed at different points in time. As of the annual impairment testing date (June 29. 2015, the end of our fiscal 3rd quarter), Lee’s stock price was $3.19 per share. When comparing the computed business enterprise value used in the goodwill impairment valuation to the market capitalization at that date, it resulted in an implied control discount of 16.7%. We performed a similar analysis as of October 5, 2015, shortly after 2015 fiscal year-end.  At that point our stock price was $2.32 per share. When comparing the computed business enterprise value to our market capitalization at that date, it resulted in an implied control premium of 14.5%. We compared the implied control premium/discount to the only recent public company market transaction to assess the reasonableness of the business enterprise value used in our analysis. Based upon our review of a recent

market transaction (the Journal Media Group acquisition by Gannett, which was announced on 10/7/15) we noted that Gannett paid a 45% premium over the prevailing market capitalization as of the acquisition announcement date to acquire Journal Media Group. The implied control premium in our analysis was lower than the control premium noted in that recent transaction, which suggests a market participant would be willing to pay a higher control than what is implied in our analysis. This further supports our conclusion that there was no impairment of goodwill at our valuation date or at our fiscal year end date.

Second, the Staff inquired whether the Company assessed long-lived assets for impairment under Accounting Standards Codification ("ASC") 360-10-35 and asked for the results of that assessment.

When we determined it was necessary to perform a step 2 goodwill test, we also considered that the carrying amounts within our asset groups may not be recoverable, as discussed in ASC 360-10-35-21. Prior to performing the goodwill impairment exercise, the Company reviewed its long-lived assets for impairment under the guidance ASC 360-10-35. This assessment was performed at an asset group level, as opposed to the goodwill impairment valuation which was done on a reporting unit level. Consistent with ASC 360-10-35-23 and 24, we determined each newspaper represents an asset group as this represents the lowest level for which identifiable cash flows are largely independent of other cash flows of other assets and liabilities. In addition to the individual newspaper asset groups, we also have a corporate asset group.  We determined the primary assets in each newspaper asset group to be the advertiser list.  Our impairment test first involved a cost recovery test where we compared the carrying value of each asset group to the sum of its undiscounted cash flows from operations over the remaining useful life of the primary asset in the asset group, as discussed in ASC 360-10-35-31. The undiscounted cash flows used in the analysis for each respective asset group were the subset of cash flows used in determining our business enterprise value for purposes of the goodwill assessment. The second step computes the fair market value of the asset group and compares it to its carrying value. The result of the analysis was that the Company's long-lived assets were not impaired.

***********

In connection with the response to this letter, the Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of this disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any actions with respect to the filing; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If the Staff has any further questions or comments concerning this response, or if you require additional information, please feel free to contact me at (563) 383-2557.

Sincerely,

/s/ Ronald A. Mayo

Ronald A. Mayo

Vice President, Chief Financial Officer and Treasurer

CORRESP
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		Document

Ron Mayo

Vice President, Chief Financial Officer and Treasurer

(563) 383-2557

ron.mayo@lee.net

June 20, 2016

Ms. Melissa Raminpour

Branch Chief

Securities and Exchange Commission

Re:    Lee Enterprises, Incorporated

Form 10-K for the year ended September 27, 2015

Filed December 11, 2015

File No. 001-06227

Dear Ms. Raminpour:

Set forth below is the response of Lee Enterprises, Incorporated (“Lee” or the “Company”) to the comments of the staff (“Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) contained in the letter addressed to Ronald A. Mayo, Chief Financial Officer of the Company dated June 6, 2016, relating to the Company’s Form 10-K for the Fiscal Year Ended September 27, 2015 filed December 11, 2015. For convenience of reference, the text of the comment in the Staff’s letter have been reproduced in italicized type.

Because of the commercially sensitive information included herein, this submission is accompanied by a request for confidential treatment for selected portions of this letter. We have filed a separate letter with the Office of Freedom of Information and Privacy Act (the “FOIA Office”) in connection with the confidential treatment request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests [17 C.F.R. § 200.83]. For the Staff’s reference, we have enclosed a copy of our letter to the FOIA Office (the “Request”) with this copy of the correspondence marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment.

In accordance with Rule 83, the Company requests confidential treatment of (a) the marked portions (the “Confidential Information”) of this response letter (the “Letter”) and (b) the accompanying Request letter (collectively, the “Confidential Material”). Please promptly inform the undersigned of any request for disclosure of the Confidential Material made pursuant to the Freedom of Information and Privacy Act or otherwise so that the undersigned may substantiate the foregoing request for confidential treatment in accordance with Rule 83.

In accordance with Rule 83, this Letter has also been clearly marked with the legend “Confidential Treatment Requested by Lee Enterprises, Inc.” and each page is marked for the record with the identifying numbers and code “LE-001” through “LE-004.”

Confidential Treatment Requested by Lee Enterprises, Inc.

LE - 001

Information omitted is indicated by *** and is provided under separate cover to the Staff pursuant to Rule 83. A copy of the Request (but not this Letter) also is being delivered to the Commission’s FOIA Office.

Critical Accounting Policies, page 23

1. We note from your response to our prior comment 2 that along with WACC, cash flow projections is one of the main drivers for determining fair value under the income approach and it involves significant estimates and assumptions, such as future revenue, cash costs, operating margins and the period over which future cash flow are projected. You also indicate in your response that such projections take into account historical trends, anticipated future results from the annual budgeting process as well as projections from published analyst reports; however, you do not provide key assumptions or estimates or how such amounts were calculated or determined, specific to Lee Enterprises. Therefore, we reissue our comment in part. Please provide us with the key assumptions used in your goodwill impairment analysis. Additionally, for each key assumption or estimate used in your cash flow projections please provide us the basis which supports each of your key assumptions or estimates, why management believe it is reasonable and appropriate, and the level of uncertainty associated with each.

The income approach derives fair value by discounting future cash flows of the Company. While the Company has experienced revenue declines in each year since 2009, it has proven an ability to drive strong cash flow by limiting revenue declines and transforming its business model to reduce legacy operating costs. As a result, since 2009 the Company's adjusted EBITDA has remained strong and steady.

In preparing the cash flow projections, the Company projects revenue, cash costs1, adjusted EBITDA1, capital expenditures and income taxes over a five year period and a terminal year. In our May 19, 2016 response we provided the information you requested in this letter (how the assumption was calculated or determined, why management thinks it is reasonable and appropriate, and the level of uncertainty associated with that assumption) related to the weighted average cost of capital ("WACC") used for the income approach and as such this response will focus on the other key assumptions. The Company used the following assumptions in determination of the cash flow projections:

Fiscal Year

 2016

 2017

 2018

 2019

 2020

 Terminal Year

Total revenue (percent change)

 ***

 ***

 ***

 ***

 ***

 ***

Cash costs (percent change)

 ***

 ***

 ***

 ***

 ***

 ***

Adjusted EBITDA  (percent change)

 ***

 ***

 ***

 ***

 ***

 ***

Depreciation (in thousands of dollars)

 ***

 ***

 ***

 ***

 ***

 ***

Income tax rate (effective rate)

 ***

 ***

 ***

 ***

 ***

 ***

1

 Cash costs and adjusted EBITDA are non-GAAP financial measures. Cash costs represents operating expenses excluding depreciation, amortization and other non-cash operating expenses. Adjusted EBITDA represents earnings excluding interest, taxes, depreciation, amortization and other non-cash operating expenses.

To forecast revenue, cash costs and adjusted EBITDA, the Company considered historical trends, anticipated future results from the annual budgeting process as well as projections from published analyst reports. The Company will focus the discussion below on adjusted EBITDA projections as that is the result of our revenue and cash costs projections and what drives the step 2 goodwill impairment exercise. To trigger a goodwill impairment, the 2016 - 2020 compounded annual decline of adjusted EBITDA would need to be more than *** and would create a terminal year adjusted EBITDA that is more than *** less than what was used in projections.

Confidential Treatment Requested by Lee Enterprises, Inc.

LE - 002

The Company's adjusted EBITDA has remained strong and stable since 2009, declining 1.7% on an annual basis through FY2014, the most recent annual fiscal year completed at the time of the analysis. While revenue declines varied year-over-year, the Company was able to manage a modest decline in adjusted EBITDA through business transformation and reduction of legacy operating costs.

The Company also considered the FY2016 budgeting process that was completed prior to finalizing the adjusted EBITDA projections. Included in the FY2016 budget were several digital and subscription revenue related initiatives that were implemented to grow revenue and drive cash flow. Additionally, the Company has several business transformation initiatives underway to help reduce legacy costs and drive adjusted EBITDA.

The Company also assessed its ability to forecast by comparing adjusted EBITDA projections determined in prior years to actual results. The Company's adjusted EBITDA projections were within *** in FY2013, *** in FY2014 and *** in FY2015. Projecting adjusted EBITDA includes a significant level of uncertainty, however, the Company has demonstrated its ability to forecast within a reasonable level of accuracy and at a level of precision that is well within the sensitivity of the assumption discussed above.

The Company also looked at a published analyst report on May 11, 2015 which estimated FY16 adjusted EBITDA *** higher than what was used in the valuation of goodwill.

While there is a significant level of uncertainty in preparing the adjusted EBITDA projections as there can be no assurance that historical trends will be indicative of future results, nor can there be any assurance that current expectations will be realized in the future, the Company was comfortable with the adjusted EBITDA assumptions used in the analysis due to the following:

1.

 They were the product of FY16 budgeting process completed by the CEO, CFO, COO and publishers;

2.

 They were consistent with a recent analyst report;

3.

 They were compared to prior projections;

4.

 They were analyzed with current year trends;

5.

 We concluded the Company's ability to forecast was reasonable by comparing actual results to internal plan for the last three fiscal years;

6.

 We considered our current revenue and business transformation initiatives as well as management’s ability to manage the business to produce strong and steady adjusted EBITDA; and

7.

 The resulting fair value under the income approach was consistent with the resulting fair value determined under the market approach.

To estimate capital expenditures, the Company considered historical trends as well as the capital budgeting process. For FY2014 - FY2012, the last three fiscal years prior to the 2015 goodwill impairment analysis, capital expenditures, net of insurance proceeds, totaled $11.8 million, $9.7 million and $7.8 million, respectively. Capital expenditures totaled $9.7 million in FY2015. The capital budgeting process for FY2016 was completed prior to finalizing the cash flow projections and was used in the goodwill valuation exercise. Capital expenditures for FY2016 are now expected to total $10.0 million in FY2016 instead of the *** used in the income approach model as the Company decided to put a planned major capital project on hold. This difference creates additional cushion in the exercise that was performed in fiscal year 2015.

Due to the consistent level of capital spending year-over-year, the level of uncertainty of the Company's capital expenditure projections is low.

The income tax rate of *** is the Company's combined federal and state corporate income tax rate. While the Company has not paid significant taxes since 2010, using the combined federal and state corporate

Confidential Treatment Requested by Lee Enterprises, Inc.

LE - 003

income tax rates is standard valuation practice. There is not a significant level of uncertainty with respect to the assumed income tax rate.

We are hopeful that the information provided above is responsive to your comment. To provide additional context we highlight a couple of points that were made in our prior responses to your goodwill comments:

•

  As noted within our response dated April 22, 2016, “the result of the Step 2 analysis was that implied goodwill was more than double its carrying amount and as a result there was no impairment.” The implied fair value of goodwill calculated in our 2015 annual assessment was *** million compared to the carrying value of $243.7 million.

•

 In addition, in our letter dated May 19, 2016, we highlighted that the WACC utilized in the income model was not very sensitive and that “the WACC would need to increase by more than 600 basis points to suggest a goodwill impairment.”

•

 Also in our letter dated May 19, 2016, we highlighted that “we also considered recent transactions in our industry, including the Gannett Co., Inc. acquisition of Journal Media Group (JMG) announced on October 7, 2015 at 5.6x EBITDA, to validate the selected market multiples” used in our analysis. This multiple is in excess of the ***x adjusted EBITDA multiple we used in our analysis and if we had used the JMG valuation metric in place of our selected metric in the market approach it would only increase the amount by which the implied fair value of goodwill exceeded carrying value.

***********

In connection with the response to this letter, the Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of this disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any actions with respect to the filing; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If the Staff has any further questions or comments concerning this response, or if you require additional information, please feel free to contact me at (563) 383-2557.

Sincerely,

/s/ Ronald A. Mayo

Ronald A. Mayo

Vice President, Chief Financial Officer and Treasurer

Confidential Treatment Requested by Lee Enterprises, Inc.

LE - 004

Mail Stop 3561
June 6 , 2016

Ronald A. Mayo
Chief Financial Officer
Lee Enterprises, Incorporated
201 N. Harrison Street, Suite 600
Davenport, Iowa 52801

Re: Lee Enterprises, Incorporated
 Form 10-K for the Fiscal Year Ended September 27, 2015
Filed December 11, 2015
File No. 001 -06227

Dear Mr. Mayo :

We have reviewed your response letter dated May 20, 2016 and have the following
comment .  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comm ent applies to your facts and circumstances , please tell us why in your response.

After reviewing your response to this comment, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended September 27, 2015

Critical Accounting P olicies, page 23

1. We note from your response to our prior comment 2 that along with WACC,  cash flow
projections  is one of the main drivers for determining fair value under the income
approach and it involves significant estimates and assumptions, such as f uture revenue,
cash costs, operating margins and the period over which future cash flow are projected.
You also indicate  in your response  that such projections take into a ccount historical
trends, anticipated future results from the annual budgeting proces s as well as projections
from published analyst reports; however, you do not provide key assumptions or
estimates or how such amounts were calculated or determined, specific to Lee
Enterprises.  Therefore , we reissue our comment in part.  Please provide us  with the key
assumptions used in your goodwill impairment analysis.  Additionally, for each key
assumption or estimate used in your cash flow projections please provide us the basis
which supports each of your key assumptions or estimates, why management believe it is
reasonable and appropriate, and the level of uncertainty associated with each.

Ronald A. Mayo
Lee Enterprises, Incorporated
June 6, 2016
Page 2

You may contact Heather Clark at 202 -551-3624 or Jean Yu  at 202 -551-3305 if you have
questions regarding comments on the financial statements and related matters.  Please contact me
at 202 -551-3377 with any other questions.

Sincerely,

 /s/ Andrew Mew

         Andrew Mew
Senior Assistant Chief Accountant
Office of Transportation and Leisure

CORRESP
1
filename1.htm

		SEC Document

Ron Mayo

Vice President, Chief Financial Officer and Treasurer

(563) 383-2557

ron.mayo@lee.net

May 20, 2016

Ms. Melissa Raminpour

Branch Chief

Securities and Exchange Commission

Re:    Lee Enterprises, Incorporated

Form 10-K for the year ended September 27, 2015

Filed December 11, 2015

File No. 001-06227

Dear Ms. Raminpour:

Set forth below is the response of Lee Enterprises, Incorporated (“Lee” or the “Company”) to the comments of the staff (“Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) contained in the letter addressed to Ronald A. Mayo, Chief Financial Officer of the Company dated May 6, 2016, relating to the Company’s Form 10-K for the Fiscal Year Ended September 27, 2015 filed December 11, 2015. For convenience of reference, the text of the comments in the Staff’s letter have been reproduced in italicized type.

Form 10-K for the Fiscal Year Ended September 27, 2015

Management's Discussion and Analysis of Financial Condition and Results of Operations, page 22

1. We note your response to prior comment 4; however, we reissue our comment in part. Based upon your revised reconciliation relating to unlevered free cash flow and free cash flow, it appears that you continue to adjust for certain charges and liabilities that required, or will require cash settlement from such non-GAAP measures. In other words, your reconciliation reflects adjustments that exclude charges and liabilities that are settled or will be settled in cash which is prohibited under Item 10(e)(1)(ii)(A) of Regulation S-K. Please revise your non-GAAP liquidity measures to comply with the guidance noted above or remove their presentation from your filing.

The Company understands the Staff's concerns with respect to non-GAAP financial measurements and the complexities in complying with Item 10(e)(1)(ii)(A) related to the suggested unlevered free cash flow reconciliation. As a result, in future filings with the Commission, the Company will no longer present unlevered free cash flow or free cash flow.

Critical Accounting Policies, page 23

2. We note from your response to our prior comment 5 that implied fair value of your goodwill was significantly in excess of its carrying value. Given that revenues have declined in each of the three years presented in your most recent Form 10-K and your market capitalization has decreased significantly from March 31, 2015 to date, please provide us with the key assumptions used in your goodwill impairment analysis which resulted in an implied goodwill value that was more than double its carrying amount. As part of your response, please explain how such assumptions were determined and/or calculated and the level of uncertainty associated with each key assumption.

The Company's revenue has declined over the last three years from $677.8 million in 2013 to $648.5 million in 2015. Additionally, the Company's stock price declined from $3.17 per share as of March 31, 2015 to $1.77 per share on September 25, 2015, the last trading day of our fiscal year. As a result, the Company could not conclude, based on qualitative factors outlined in bullets (a) through (g) of paragraph 3A of ASC 350-20-35, that a goodwill impairment was not more likely than not. Due to the Company's negative carrying value, in accordance with ASC 350-20-35-8A, the Company proceeded to the Step 2 goodwill impairment analysis.

The step 2 goodwill impairment analysis is driven by the Company's cash flow, which has remained relatively stable over that same time period. The following will provide the Staff with additional information about the valuation methods the Company used to determine the implied fair value of goodwill.

To determine the Company's implied fair value of goodwill, we first made a determination of fair value of the Company. Fair value was determined using the combination of a discounted cash flow method (the "income approach") and the guideline public company method (the "market approach").

Under the income approach, fair value is determined by estimating future cash flows discounted to their present value. The market approach estimates fair value using market multiples of various financial measures compared to a set of comparable public companies in the publishing industry. The income approach and the market approach are weighted equally in determination of the fair value of the Company.

To determine the implied fair value of goodwill, the fair value of the Company is allocated among the fair value of its assets and liabilities to determine the implied fair value of goodwill. An impairment charge will be recognized when the book value of goodwill exceeds its implied fair value.

The Company used the following methodologies in determining the fair value of its assets and liabilities:

•

 The multi-period excess earnings method was utilized to determine the fair value of the Advertiser and Subscriber lists;

•

 The relief from royalty method was utilized to determine the fair value of the Mastheads; and

•

 The sales comparison approach was utilized to determine the fair value of owned land and buildings and the Company utilized the direct and indirect cost and market approaches to value plant, property and equipment.

Determining the fair value is judgmental in nature and involves significant estimates and assumptions including estimates of discount rates, future revenue, cash costs, operating margins, valuation multiples of entities engaged in the same or similar lines of business and future economic and market conditions. To aid the Company's judgment over these significant estimates, we hired third party valuation specialists from a Big 4 firm. The significant assumptions that drive the goodwill impairment analysis are discussed in further detail below.

Weighted average cost of capital (the "WACC") for the income approach

The Company uses published information on corporate bond yields, risk premiums along with other valuation data to compute the WACC. The WACC used in the analysis was 10.5% and was determined using the following assumptions:

•

 Risk free rate of 2.8% represents the 20-year constant maturity US Treasury as of June 29, 2015.

•

 Equity market risk premium of 6.5% is based on consideration of historical realized returns over both the short term and long term, forward-looking estimates, recent publications and academic studies.

•

 Levered beta of 0.99 is based on market participant data as obtained from Capital IQ as of June 29, 2015. In determination of the levered beta, we looked at data of seven peer companies in the publishing industry (ticker symbols AHC, MNI, GCI, NYT, TPUB, JMG and NEWM).

•

 Size risk premium of 3.7% is based on the 2015 Duff & Phelps Valuation Handbook.

•

 Cost of debt of 8.0% is based on yields of B+, B and B- US corporate bonds as of June 29, 2015 as sourced by Bloomberg.

•

 Debt to equity weighting of 46.4%/53.6% is based on the median debt to equity weighting of the Company and our seven peer companies.

•

 Effective tax rate of 38.5% is based on the normalized effective income tax rate.

While the WACC is a quantitative computation of market participant data, it includes some level of uncertainty. Minor changes in the WACC can cause significant changes in fair value. However, changes in the WACC have offsetting effects on fair values of the Company's assets and liabilities, which would mute its impact. Based on sensitivity analysis performed by the Company, the WACC would need to increase by more than 600 basis points to suggest a goodwill impairment.

Cash flow projections for the income approach

One of the main drivers in the income approach besides the WACC is the Company's cash flow projections. The Company prepared the cash flow projections taking into account historical trends, anticipated future results from the annual budgeting process as well as projections from published analyst reports.

There is a significant level of uncertainty in preparing the cash flow projections as there can be no assurance that historical trends will be indicative of future results, nor can there be any assurance that current expectations will be realized in the future.

Market multiples for the market approach

The market approach uses market multiples of both expected future cash flow and expected future revenue to determine fair value. The Company determined the market multiples by looking at the multiples of the seven comparable companies in the publishing industry. We also considered recent transactions in our industry, including the Gannett Co., Inc. acquisition of Journal Media Group announced on October 7, 2015 at 5.6x EBITDA, to validate the selected market multiples. The Company used the following average market multiple assumptions to determine fair value under the market approach:

•

 1.3x estimated revenue and

•

 5.1x estimated adjusted EBITDA.

While historical multiples can be computed with relative certainty, calculating fair values using expected future multiples includes a significant level of uncertainty. There is no guarantee that forecasts will be met or that the historical market multiples of the publishing industry will be consistent with the Company's expectations in the future.

***********

In connection with the response to this letter, the Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of this disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any actions with respect to the filing; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If the Staff has any further questions or comments concerning this response, or if you require additional information, please feel free to contact me at (563) 383-2557.

Sincerely,

/s/ Ronald A. Mayo

Ronald A. Mayo

Vice President, Chief Financial Officer and Treasurer

Mail Stop 3561
May 6, 2016

Ronald A. Mayo
Chief Financial Officer
Lee Enterprises, Incorporated
201 N. Harrison Street, Suite 600
Davenport, Iowa 52801

Re: Lee Enterprises, Incorporated
 Form 10-K for the Fiscal Year Ended September 27, 2015
Filed December 11, 2015
File No. 001 -06227

Dear Mr. Mayo :

We have reviewed your response letters dated March 14, 2016 and April 22, 2016 and
have the following comments .  In some of our  comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended September  27, 2015

Management's Discussion and Analysis of Financial Condition and Results of Operations , page
22

1. We note your response to prior comment 4 ; however, we reissue our comment in part.
Based upon your revised reconciliation relating to unlevered free  cash flow and free cash
flow, it appears that you continue to adjust for  certain charges and liabilities that required,
or will require cash settlement from  such non-GAAP measures. In other words, your
reconciliation reflects adjustm ents that exclude charges and liabilities  that are settled or
will be settled in cash which is prohibited under Item 10(e)(1)(ii)(A) of Regulation S -K.
Please revise your non -GAAP liquidity measures to comply with the guidance  noted
above  or remove their presentation from your filing.

Ronald A. Mayo
Lee Enterprises, Incorporated
May 6, 2016
Page 2

 Critical Accounting Policies, page 23

2. We note from your response to our prior comment 5 that implied fair value of your
goodwill was significantly in excess of its carrying value. Given that revenues have
declined in each of the three  years presented in your most recent Form 10 -K and your
market capitalization has decreased significantly  from March 31, 2015 to date, please
provide us with the key assumptions used in your goodwill impairment analysis which
resulted in an implied goodwil l value that was more than double its carrying amount.  As
part of your response, please explain how such assumptions were determined and/or
calculated and the level of uncertainty associat ed with each key assumption.

You may contact Heather Clark at 202 -551-3624 or Jean Yu  at 202 -551-3305 if you have
questions regarding comments on the financial statements and related matters.  Please contact me
at 202 -551-3379 with any other questions.

Sincerely,

 /s/ Andrew Mew

         Andrew Mew
Senior Assistant Chief Accountant
Office of Transportation and Leisure

CORRESP
1
filename1.htm

		CORRESP

Ron Mayo

Vice President, Chief Financial Officer and Treasurer

(563) 383-2557

ron.mayo@lee.net

April 22, 2016

Ms. Melissa Raminpour

Branch Chief

Securities and Exchange Commission

Re:    Lee Enterprises, Incorporated

Form 10-K for the year ended September 27, 2015

From DEF14A filed January 8, 2016

Form 8-K filed December 11, 2015

File No. 001-06227

Dear Ms. Raminpour:

Set forth below is the response of Lee Enterprises, Incorporated (“Lee” or the “Company”) to the comments of the staff (“Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) contained in the letter addressed to Ronald A. Mayo, Chief Financial Officer of the Company dated March 1, 2016, relating to the Company’s Form 10-K for the Fiscal Year Ended September 27, 2015, Form DEF14A filed January 8, 2016, and Form 8-K filed December 11, 2015. For convenience of reference, the text of the comments in the Staff’s letter have been reproduced in italicized type.

Form 10-K for the Fiscal Year Ended September 27, 2015

Management's Discussion and Analysis of Financial Condition and Results of Operations, page 22

Comment 1:

We note from pages 22 and 39 that your presentation of the non-GAAP measures EBITDA and Adjusted EBITDA are reconciled ultimately to operating income (loss) rather than net income. Please revise to reconcile the non-GAAP measures EBITDA and Adjusted EBITDA to net income which represents the most comparable GAAP measure. Refer to the guidance outlined in Question 103.02 of the Compliance and Disclosure Interpretations issued by the Division of Corporation Finance regarding Non-GAAP Financial Measures. The selected Lee Legacy and Pulitzer only financial information on pages 41 and 42 should be similarly revised as well as your earnings releases on Form 8-K.

Response:

We agree with the comment and request to comply with this request in future filings. In future filings we will no longer present EBITDA as a non-GAAP financial measure. We will continue to present Adjusted EBITDA

and will revise our reconciliation to begin with net income. We will no longer include the selected Lee Legacy and Pulitzer only financial information in our Form 10-Q, Form 10-K or Form 8-K filed under Item 2.02.

Below is a draft of the presentation we will include in future flings on Form 10-K, Form 10-Q and earnings releases on Form 8-K to reconcile Adjusted EBITDA to net income:

 13  Weeks Ended

 52 Weeks Ended

(Thousands of Dollars)

 December 27
2015

 December 28
2014

 September 27
2015

 September 28
2014

Net Income

 11,508

 10,007

 24,318

 7,671

Adjusted to exclude

Nonoperating expenses, net

 17,754

 20,992

 71,456

 99,238

Income tax expense

 7,147

 6,498

 13,594

 6,290

Depreciation and amortization

 10,943

 11,496

 45,563

 48,511

Loss (gain) on sale of assets, net

 (971

 )

 (257

 )

 106

 (1,338

 )

Impairment of intangible and other assets

 —

 —

 —

 2,980

Equity in earnings of TNI and MNI

 (2,799

 )

 (2,757

 )

 (8,254

 )

 (8,297

 )

Workforce adjustments

 604

 211

 3,304

 1,265

Stock compensation

 570

 443

 1,971

 1,481

Add:

Ownership share of TNI and MNI EBITDA (50%)

 3,809

 3,757

 11,246

 11,236

Adjusted EBITDA

 48,565

 50,390

 163,304

 169,037

Comment 2:

Additionally, please be advised that EBITDA is defined as “earnings before interest, taxes, depreciation and amortization." Measures that are calculated differently should not be characterized as EBITDA and their titles should be distinguished from EBITDA. Please revise your non-GAAP measure presentation accordingly. Refer to the guidance outlined in Question 103.01 of the Compliance and Disclosure Interpretations issued by the Division of Corporation Finance regarding Non-GAAP Financial Measures.

Response:

As stated in our response to comment 1 above, going forward we will no longer present EBITDA as a non-GAAP financial measure.

Comment 3:

Reference is made to your disclosures contained in the first paragraph under the heading NON-GAAP FINANCIAL MEASURES on page 22 in which you state the reasons you believe the presentation of non-GAAP measures are useful to investors and others in generic terms. We do not consider your current disclosures to fully comply with the requirements of Item 10(e)(1)(i) of Regulation S-K as the disclosures should be specific to each non-GAAP financial measure. Please revise to provide the disclosures required by Item 10(e)(1)(i)(C)-(D) of Regulation S-K for each of your non-GAAP financial measures. Please provide us with your revised disclosures as part of your response.

Response:

We appreciate your comment and request to expand our disclosures on non-GAAP financial measures in future filings. Below is a draft of the expanded disclosure:

“We use non-GAAP financial performance measures for purposes of evaluating our performance and liquidity. Therefore, we believe that each of the non-GAAP measures presented provides useful information to investors by allowing them to view our businesses through the eyes of our management and Board of Directors, facilitating

comparison of results across historical periods, and providing a focus on the underlying ongoing operating performance and liquidity of our businesses. The non-GAAP financial measures we use are as follows:

Adjusted EBITDA is a non-GAAP financial performance measure that enhances financial statement users overall understanding of the operating performance of the Company. The measure isolates unusual, infrequent or non-cash transactions from the operating performance of the business. This allows users to easily compare operating performance among various fiscal periods and understand how management measures the performance of the business. This measure also provides users with a benchmark that can be used when forecasting future operating performance of the Company that excludes unusual, nonrecurring or one time transactions. Adjusted EBITDA is also a component of the calculation used by stockholders and analysts to determine the value of our business when using the market approach, which applies a market multiple to financial metrics. It is also a measure used to calculate the leverage ratio of the Company, which is a key financial ratio monitored and used by the Company and its investors. Adjusted EBITDA is defined as net income (loss), plus nonoperating expenses, income tax expense (benefit), depreciation, amortization, loss (gain) on sale of assets, impairment charges, workforce adjustment costs, stock compensation and our 50% share of EBITDA from TNI and MNI, minus equity in earnings of TNI and MNI and curtailment gains.

Adjusted Income (Loss) and Adjusted Earnings (Loss) Per Common Share are non-GAAP financial performance measures that we believe offer a useful metric to evaluate overall performance of the Company by providing financial statement users the operating performance of the Company on a per share basis excluding unusual and infrequent transactions. It is defined as income (loss) attributable to Lee Enterprises, Incorporated and earnings (loss) per common share adjusted to exclude both unusual matters and those of a substantially non-recurring nature.

Cash Costs is a non-GAAP financial performance measure of operating expenses that are settled in cash and is useful to investors in understanding the components of the Company’s cash operating costs. Generally, the Company provides forward looking guidance of Cash Costs, which can be used by financial statement users to assess the Company's ability to manage and control its operating cost structure. Cash Costs is defined as compensation, newsprint and ink, other operating expenses and certain unusual matters, such as workforce adjustment costs. Depreciation, amortization, impairment charges, other non-cash operating expenses and other unusual matters are excluded. Cash Costs are also presented excluding workforce adjustments, which are paid in cash.

Unlevered Free Cash Flow and Free Cash Flow are non-GAAP liquidity measures that provide a useful view into the Company’s cash flow generation capabilities. Financial statement users can use these measures to understand the cash flow generated by the Company and that is available to service outstanding debt or return to stockholders. These measures can also used by stockholders, analysts and lenders to determine the valuation of the Company. Unlevered Free Cash Flow is defined as net cash provided by operating activities adjusted to exclude changes in operating assets and liabilities and changes in deferred income tax assets and liabilities plus income tax expense, interest expense, distributions greater than TNI earnings and cash income tax refunds, minus capital expenditures and cash income tax payments. Free Cash Flow is calculated by adding financial income and deducting interest expense settled in cash and debt financing and administrative costs paid from unlevered free cash flow.

Tables reconciling Adjusted EBITDA to net income (loss) and Unlevered Free Cash Flow and Free Cash Flow to Net cash provided by operating activities, the most directly comparable measures under GAAP, are set forth in Item 2, included herein, under the caption "Reconciliation of Non-GAAP Financial Measures".

Reconciliations of adjusted income (loss) and adjusted earnings (loss) per common share to income (loss) attributable to Lee Enterprises, Incorporated and earnings (loss) per common share, respectively, the most directly comparable measures under GAAP, are set forth in Item 2, included herein, under the caption “Overall Results”.

These non-GAAP financial measures should not be considered in isolation from or as a substitute for the related consolidated GAAP measures, and should be read together with financial information presented on a GAAP basis.”

Comment 4:

Reference is made to Unlevered Free Cash Flow and Free Cash Flow. From page 13, it appears unlevered free cash flow represents a non-GAAP liquidity measure. In this regard, please tell us why operating income is considered the most directly comparable financial measure for reconciliation purposes. Additionally, please be advised that Item 10(e)(1)(ii)(A) of Regulation S-K prohibits "excluding charges or liabilities that required, or will require, cash settlement, or would have required cash settlement absent an ability to settle in another manner, from non-GAAP liquidity measures.” It appears from your reconciliation on page 39 that certain amounts requiring cash settlement have been included in the measures. Please advise or revise your disclosures and reconciliations accordingly.

Response:

As discussed in our response to comment 3, we consider unlevered free cash flow and free cash flow to be non-GAAP liquidity measures. In future filings the Company will reconcile non-GAAP liquidity  measures to net cash provided by operating activities, as requested. Below is a draft of the presentation we will include in future filings on Form 10-K, Form 10-Q and earnings releases on Form 8-K to reconcile these non-GAAP liquidity measures to net cash provided by operating activities:

 13  Weeks Ended

 52 Weeks Ended

(Thousands of Dollars)

 December 27
2015

 December 28
2014

 September 27
2015

 September 28
2014

Net cash provided by operating activities

 21,069

 22,290

 74,476

 82,075

Adjusted to exclude

Changes in operating assets and liabilities

 9,531

 8,567

 10,260

 4,450

Changes in deferred income assets and liabilities

 (6,572

 )

 (6,289

 )

 (12,764

 )

 (6,425

 )

Add (deduct)

Income tax expense

 7,147

 6,498

 13,594

 6,290

Capital expenditures

 (1,470

 )

 (3,547

 )

 (9,707

 )

 (11,824

 )

Pension contributions

 (744

 )

 (435

 )

 (3,577

 )

 (1,522

 )

Interest expense to be settled in cash

 17,142

 18,790

 72,409

 77,330

Distributions greater than TNI earnings

 (137

 )

 (451

 )

 637

 333

Cash income tax refunds (payments)

 11

 (4

 )

 (485

 )

 6,022

Unlevered free cash flow

 45,977

 45,419

 144,843

 156,729

Add (deduct)

Financial income

 76

 78

 337

 385

Interest expense to be settled in cash

 (17,142

 )

 (18,790

 )

 (72,409

 )

 (77,330

 )

Debt financing and administration costs paid

 (44

 )

 (17

 )

 (733

 )

 (31,587

 )

Free cash flow

 28,867

 26,690

 72,038

 48,197

Critical Accounting Policies, page 23

Comment 5:

Reference is made to your Goodwill and Other Intangible Assets critical accounting policy. You disclose that during fiscal 2015 you performed additional quantitative analysis regarding the carrying value of your goodwill and concluded the implied fair value of goodwill was in excess of its carrying value; thus, no impairment was recorded. Please tell us whether you were at risk of failing step one of the impairment test. If so, please consider disclosing the percentage by which fair value exceeded carrying value as of the most recent test. We note that you used a combination of an income and market approach in determining fair value of your business. Rather than simply describing the approaches, please provide the key assumptions used and how such key assumptions were determined. Please consider a discussion of the degree of uncertainty

associated with the key assumptions and should be specific to the extent possible. We may have further comment.

Response:

Under ASC 350-20-35, an entity must evaluate on a periodic basis any potential impairment of goodwill using a two-step goodwill impairment test. As noted in the Company’s Form 10-K for the year ended September 27, 2015, Lee has one reporting unit. As of June 28, 2015, Lee reported a stockholders’ deficit of $163.3 million and as such had a negative carrying value for its single reporting unit. In accordance with ASC 350-20-35-8A, due to certain qualitative factors and the negative carry value, the Company did not perform the Step 1 exercise and proceeded to the Step 2 analysis. The result of the Step 2 analysis was that implied goodwill was more than double its carrying amount and as a result there was no impairment.

As you note in your comment, our current disclosure provides a summary of the methods we use to calculate fair value under the income and market approaches.  Due to the fact the implied fair value is significantly in excess of carrying value we did not deem it necessary to provide any sensitivity analysis in our disclosure.

In our future 10-K filings, we will include an expanded description of the impairment testing performed in the “Critical Accounting Policies” section of “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” This disclosure will include a comment about some of the estimation uncertainties and will include a description of the valuation methods used to determine fair value of the reporting unit and the material assumptions used in each valuation method, and disclose that the fair value of goodwill was substantially in excess of the carrying value.  A draft of the expected disclosure is as follows:

“Should we determine that a goodwill impairment is more likely than not, we make a determination of the fair value of our business. Fair value is determined using a combination of an income approach and a market approach. In 2015, the implied fair value of goodwill was substantially in excess of the carrying value.

Under the income approach, fair value is determined by estimating future cash flows discounted to their present value. The market approach estimates fair value using market multiples of various financial measures compared to a set of comparable public companies in the publishing industry. Determining the fair value is judgmental in nature and involves significant estimates and assumptions including estimates of future revenue, cash costs, operating margins, discount rates, valuation multiples of entities engaged in the same or simila

CORRESP
1
filename1.htm

		CORRESP

Ron Mayo

Vice President, Chief Financial Officer and Treasurer

(563) 383-2557

ron.mayo@lee.net

March 11, 2016

Ms. Melissa Raminpour

Branch Chief

Securities and Exchange Commission

Re:    Lee Enterprises, Incorporated

Form 10-K for the year ended September 27, 2015

From DEF14A filed January 8, 2016

Form 8-K filed December 11, 2015

File No. 001-06227

Dear Ms. Raminpour:

Set forth below is the response of Lee Enterprises, Incorporated (“Lee” or the “Company”) to the comments of the staff (“Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) contained in the letter addressed to Ronald A. Mayo, Chief Financial Officer of the Company dated March 1, 2016, relating to the Company’s Form 10-K for the Fiscal Year Ended September 27, 2015, Form DEF14A filed January 8, 2016, and Form 8-K filed December 11, 2015. For convenience of reference, the text of the comments in the Staff’s letter have been reproduced in italicized type.

Form 10-K for the Fiscal Year Ended September 27, 2015

Management's Discussion and Analysis of Financial Condition and Results of Operations, page 22

Comment 1:

We note from pages 22 and 39 that your presentation of the non-GAAP measures EBITDA and Adjusted EBITDA are reconciled ultimately to operating income (loss) rather than net income. Please revise to reconcile the non-GAAP measures EBITDA and Adjusted EBITDA to net income which represents the most comparable GAAP measure. Refer to the guidance outlined in Question 103.02 of the Compliance and Disclosure Interpretations issued by the Division of Corporation Finance regarding Non-GAAP Financial Measures. The selected Lee Legacy and Pulitzer only financial information on pages 41 and 42 should be similarly revised as well as your earnings releases on Form 8-K.

Response:

We believe our current presentation provides information necessary to reconcile these non-GAAP measures ultimately to net income, if desired. However, we do understand the SEC’s views on the most directly comparable GAAP measure of EBITDA and Adjusted EBITDA and will comply with your requested

modifications in future filings. Additionally, in future filings we will no longer use EBITDA as we have defined it as a non-GAAP measure and as such we would expect to remove EBITDA from the schedules on pages 39, 41, and 42 and include only a reconciliation of Adjusted EBITDA to net income.

Below is a draft of the presentation we will include in the Selected Financial Information schedules (see our response to comment 6 in which we address your comment on the revised titles we will use going forward) in future flings on Form 10-K, Form 10-Q and earnings releases on Form 8-K to reconcile all of our non-GAAP financial measures to net income (loss):

Consolidated

 2016 Q1

 2015 Q1

 2015

 2014

 LTM Dec 2015

Advertising and marketing services

 105,637

 115,830

 412,099

 443,247

 401,906

Subscription

 50,430

 50,399

 194,474

 176,826

 194,505

Other

 12,338

 10,981

 41,970

 40,804

 43,327

Total operating revenue

 168,405

 177,210

 648,543

 660,877

 639,738

Compensation

 58,665

 61,937

 239,028

 243,054

 235,756

Newsprint and ink

 6,685

 8,846

 30,263

 37,994

 28,102

Other operating expenses

 58,869

 60,237

 229,165

 223,509

 227,796

Depreciation and amortization

 10,943

 11,496

 45,563

 48,511

 45,009

Loss (gain) on sales of assets, net

 (971

 )

 (257

 )

 106

 (1,338

 )

 (608

 )

Impairment of intangible and other assets

 —

 —

 —

 2,980

 —

Workforce adjustments

 604

 211

 3,304

 1,265

 3,698

Total operating expenses

 134,795

 142,470

 547,429

 555,975

 539,753

Equity in earnings of TNI and MNI

 2,799

 2,757

 8,254

 8,297

 8,296

Operating Income

 36,409

 37,497

 109,368

 113,199

 108,281

Nonoperating expenses, net

 17,754

 20,992

 71,456

 99,238

 68,218

Income tax expense

 7,147

 6,498

 13,594

 6,290

 14,243

Net income

 11,508

 10,007

 24,318

 7,671

 25,820

Adjusted to exclude:

Nonoperating expenses, net

 17,754

 20,992

 71,456

 99,238

 68,218

Income tax expense

 7,147

 6,498

 13,594

 6,290

 14,243

Depreciation and amortization

 10,943

 11,496

 45,563

 48,511

 45,009

Loss (gain) on sale of assets, net

 (971

 )

 (257

 )

 106

 (1,338

 )

 (608

 )

Impairment of goodwill and other assets

 —

 —

 —

 2,980

 —

Equity in earnings of TNI and MNI

 (2,799

 )

 (2,757

 )

 (8,254

 )

 (8,297

 )

 (8,296

 )

Operating cash flow

 43,582

 45,979

 146,783

 155,055

 144,386

Adjusted to exclude:

Workforce adjustments

 604

 211

 3,304

 1,265

 3,698

Stock Compensation

 570

 443

 1,971

 1,481

 2,098

Add:

Ownership share of TNI and MNI EBITDA (50%)

 3,809

 3,757

 11,246

 11,236

 11,298

Adjusted EBITDA

 48,565

 50,390

 163,304

 169,037

 161,480

Adjusted to exclude:

Ownership share of TNI and MNI EBITDA (50%)

 (3,809

 )

 (3,757

 )

 (11,246

 )

 (11,236

 )

 (11,298

 )

Add (deduct):

Distributions from TNI and MNI

 3,229

 2,944

 10,975

 9,996

 11,260

Capital expenditures

 (1,470

 )

 (3,547

 )

 (9,707

 )

 (11,824

 )

 (7,630

 )

Pension contributions

 (744

 )

 —

 (3,577

 )

 (1,522

 )

 (4,321

 )

Cash income tax refunds (payments)

 11

 (4

 )

 (485

 )

 6,022

 (470

 )

Unlevered free cash flow

 45,782

 46,026

 149,264

 160,473

 149,021

Add (deduct):

Interest income

 76

 78

 337

 385

 335

Interest expense to be settled in cash

 (17,142

 )

 (18,790

 )

 (72,409

 )

 (77,330

 )

 (70,761

 )

Debt financing and administrative costs paid

 (44

 )

 (17

 )

 (733

 )

 (31,587

 )

 (760

 )

Free cash flow

 28,672

 27,297

 76,459

 51,941

 77,835

We report separate financial information for Lee Legacy and Pulitzer to comply with  a reporting covenant in our debt agreements. All of our debt is an obligation of the Company (i.e. not subsidiary debt), however due to separate collateral packages this level of information is helpful to lenders to understand the performance of each collateral package. The focus of our lenders relates to an Adjusted EBITDA measure for Lee Legacy and Pulitzer and as such we do not prepare complete financial statements for these entities. As a result it would not be possible to reconcile Adjusted EBITDA for Lee Legacy and Pulitzer to net income of the respective entity. The key financial information that we do not prepare at the Lee Legacy and Pulitzer level relates to nonoperating expense and income tax expense, both of which are not included in operating income. As such, we believe our reconciliation of Adjusted EBITDA for Lee Legacy and Pulitzer to operating income is sufficient and provides transparent disclosure to the key users of our financial statements.

Comment 2:

Additionally, please be advised that EBITDA is defined as “earnings before interest, taxes, depreciation and amortization." Measures that are calculated differently should not be characterized as EBITDA and their titles should be distinguished from EBITDA. Please revise your non-GAAP measure presentation accordingly. Refer to the guidance outlined in Question 103.01 of the Compliance and Disclosure Interpretations issued by the Division of Corporation Finance regarding Non-GAAP Financial Measures.

Response:

As stated in our response to comment 1 above, going forward we will no longer present EBITDA, as we have defined it, and as such will not reconcile EBITDA to net income. As noted in our response to comment 1, we will provide a reconciliation of Adjusted EBITDA to net income in future filings.

Comment 3:

Reference is made to your disclosures contained in the first paragraph under the heading NON-GAAP FINANCIAL MEASURES on page 22 in which you state the reasons you believe the presentation of non-GAAP measures are useful to investors and others in generic terms. We do not consider your current disclosures to fully comply with the requirements of Item 10(e)(1)(i) of Regulation S-K as the disclosures should be specific to each non-GAAP financial measure. Please revise to provide the disclosures required by Item 10(e)(1)(i)(C)-(D) of Regulation S-K for each of your non-GAAP financial measures. Please provide us with your revised disclosures as part of your response.

Response:

We appreciate your comment and will expand our disclosures on non-GAAP financial measures in future filings to address each measure individually. Below is a draft of the expanded disclosure we will include in future filings:

“We use non-GAAP financial performance measures for purposes of evaluating our performance. Therefore, we believe that each of the non-GAAP measures presented provides useful information to investors by allowing them to view our businesses through the eyes of our management and Board of Directors, facilitating comparison of results across historical periods, and providing a focus on the underlying ongoing operating performance of our businesses. The non-GAAP financial measures we use are as follows:

Adjusted EBITDA is a non-GAAP financial performance measure that enhances investors’ overall understanding of the financial performance of the Company. It is defined as net income (loss), plus nonoperating expenses, income tax expense (benefit), depreciation, amortization, loss (gain) on sale of assets, impairment charges, workforce adjustment costs, stock compensation and our 50% share of EBITDA from TNI and MNI, minus equity in earnings of TNI and MNI and curtailment gains.

Adjusted Income (Loss) and Adjusted Earnings (Loss) Per Common Share are non-GAAP financial performance measures that we believe offer a useful view of the overall operation of the Company.

They are defined as income (loss) attributable to Lee Enterprises, Incorporated and earnings (loss) per common share adjusted to exclude both unusual matters and those of a substantially non-recurring nature.

Cash Costs is a non-GAAP financial performance measure of operating expenses that are settled in cash and is useful to investors in understanding the management of the Company’s cost structure. It is defined as compensation, newsprint and ink, other operating expenses and certain unusual matters, such as workforce adjustment costs. Depreciation, amortization, impairment charges, other non-cash operating expenses and other unusual matters are excluded. Cash Costs are also presented excluding workforce adjustments.

Operating Cash Flow is a non-GAAP financial performance measure that we believe offers a useful view of operating results of the Company excluding its equity method investments. It is defined as net income (loss), plus nonoperating expenses, income tax expense (benefit), depreciation, amortization, loss (gain) on sale of assets and impairment charges minus equity in earnings of TNI and MNI and curtailment gains. Operating cash flow margin is defined as operating cash flow divided by operating revenue.

Unlevered Free Cash Flow and Free Cash Flow are non-GAAP liquidity measures that provide a useful view into the Company’s operating performance including all sources and uses of cash. These measures are used by stockholders, analysts and lenders in the valuation of the Company. Unlevered Free Cash Flow is defined as net income (loss), plus nonoperating expenses, income tax expense (benefit), depreciation, amortization, loss (gain) on sale of assets, impairment charges, stock compensation, distributions from TNI and MNI and cash income tax refunds, minus equity in earnings of TNI and MNI, curtailment gains, cash income taxes, pension contributions and capital expenditures. Changes in working capital, asset sales, minority interest and discontinued operations are excluded. Free Cash Flow also includes financial income, interest expense and debt financing and reorganization costs.”

Comment 4:

Reference is made to Unlevered Free Cash Flow and Free Cash Flow. From page 13, it appears unlevered free cash flow represents a non-GAAP liquidity measure. In this regard, please tell us why operating income is considered the most directly comparable financial measure for reconciliation purposes. Additionally, please be advised that Item 10(e)(1)(ii)(A) of Regulation S-K prohibits "excluding charges or liabilities that required, or will require, cash settlement, or would have required cash settlement absent an ability to settle in another manner, from non-GAAP liquidity measures.” It appears from your reconciliation on page 39 that certain amounts requiring cash settlement have been included in the measures. Please advise or revise your disclosures and reconciliations accordingly.

Response:

As discussed in response to comment 1, in future filings the Company will reconcile all non-GAAP financial measures to net income, including unlevered free cash flow and free cash flow. Net income is the appropriate GAAP measure for our non-GAAP reconciliations for the following reasons:

1.

 The table is require by our debt agreements and it also reconciles all non-GAAP financial measures to net income.

2.

 It enhances the financial statement users understanding of the metrics used in managing the Company.

3.

 Reconciling to net income allows financial statement users to reconcile non-GAAP liquidity measures to a statement of cash flows GAAP measure, if that is desired, as net income is the starting point in the statement of cash flows.

4.

 Reconciling to net income allows us to separately disclose in one summary table the key items of free cash flow that are useful to stockholders, analysts and investors, such as pension contributions, cash income taxes and capital expenditures.

Unlevered free cash flow and free cash flow are non-GAAP liquidity measures that are used by stockholders, analysts and lenders in the valuation of the Company. Item 10(e)(1)(ii)(A) of Regulation S-K lists criteria for non-GAAP liquidity measures, and our current reporting complies with those standards. The adjustments for pension contributions, cash tax payments, etc. are to ensure the outflows and inflows from all sources are included in our definition of those terms to be in compliance with the regulation.

For example, as shown in our response to comment 1 above, we begin our reconciliation with net income and then remove income tax expense.  Had we not adjusted for cash income tax payments, our definition of unlevered free cash flow would have excluded charges that required cash settlement and therefore been in violation with the regulation.

Critical Accounting Policies, page 23

Comment 5:

Reference is made to your Goodwill and Other Intangible Assets critical accounting policy. You disclose that during fiscal 2015 you performed additional quantitative analysis regarding the carrying value of your goodwill and concluded the implied fair value of goodwill was in excess of its carrying value; thus, no impairment was recorded. Please tell us whether you were at risk of failing step one of the impairment test. If so, please consider disclosing the percentage by which fair value exceeded carrying value as of the most recent test. We note that you used a combination of an income and market approach in determining fair value of your business. Rather than simply describing the approaches, please provide the key assumptions used and how such key assumptions were determined. Please consider a discussion of the degree of uncertainty associated with the key assumptions and should be specific to the extent possible. We may have further comment.

Response:

Under ASC 350-20-35, an entity must evaluate on a periodic basis any potential impairment of goodwill using a two-step goodwill impairment test. As noted in the Company’s Form 10-K for the year ended September 27, 2015, Lee has one reporting unit. As of June 28, 2015, Lee reported a stockholders’ deficit of $163.3 million and as such had a negative carrying value for its single repor

Mail Stop 3561
March 1, 2016

Ronald A. Mayo
Chief Financial Officer
Lee Enterprises, Incorporated
201 N. Harrison Street, Suite 600
Davenport, Iowa 52801

Re: Lee Enterprises, Incorporated
 Form 10-K for the Fiscal Year Ended September 27, 2015
 Form DEF14A filed January 8, 2016
  Form 8 -K filed December 11, 2015
File No. 001 -06227

Dear Mr. Mayo :

We have reviewed your filing and have the following comments .  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended September 27, 2015

Management's Discussion and Analysis of Financial Condition and Results of Operations , page
22

1. We note from pages 22 and 39 that your presentation of the non -GAAP measure s
EBITDA and  Adjusted EBIT DA are reconciled ultimately to operating income (loss)
rather than net income.  Please revise to reconcile the non -GAAP measure s EBITDA and
Adjusted EBIT DA to net income which represents the most comparable GAAP measure.
Refer to the guidance outlined in Question 103.02 o f the Compliance and Disclosure
Interpretations issued by the Division of Corporation Finance regarding Non -GAAP
Financial Measures.  The selected Lee Legacy and Pulitzer only financial information on
pages 41 and 42 should be similarly revised as well as your earnings releases on Form 8 -
K.

Ronald A. Mayo
Lee Enterprises, Incorporated
March 1, 2016
Page 2

 2. Additionally, please be advised that EBITDA is defined as  “earnings before interest,
taxes, depreciation and amortization."   Measures that are calculated differently should not
be characterized as EBITDA and their titl es should be distinguished from EBITDA.
Please revise your non -GAAP measure presentation accordingly.  Refer to the guidance
outlined in Question 103.01  of the Compliance and Disclosure Interpretations issued by
the Division of Corporation Finance regardi ng Non -GAAP Financial Measures.

3. Reference is made to your disclosures contained in the first paragraph under the heading
NON -GAAP FINANCIAL MEASURES on page 22 in which you state the reasons you
believe the presentation of non -GAAP measures are useful to investors and others in
generic terms.  We do not consider your current disclosures to fully comply with the
requirements of Item 10(e)(1)(i) of Regulation S -K as the disclosures should be specific
to each non -GAAP financial measure.  Please revise to prov ide the disclosures required
by Item 10(e)(1)(i)(C) -(D) of Regulation S -K for each of your non -GAAP financial
measures.  Please provide us with your revised disclosures as part of your response.

4. Reference is made to Unlevered Free Cash Flow and Free Cash Flow.  From page 13, it
appears unlevered free cash flow represents a non -GAAP liquidity measure.  In this
regard, please tell us why operating income is considered the most directly comparable
financial measure for reconciliation purposes.  Additionally, please be advised that Item
10(e)(1)(ii)(A) of Regulation S -K prohibits "excluding charges or liabilities that required,
or will require, cash settlement, or would have required cash settlement absent an ability
to settle in another manner, from non -GAAP l iquidity measures.”  It appears from your
reconciliation on page 39 that certain amounts requiring cash settlement have been
included in the measures.  Please advise or revise your disclosures and reconciliations
accordingly.

Critical Accounting Policie s, page 23

5. Reference is made to your Goodwill and Other Intangible Assets critical accounting
policy.  You disclose that during fiscal 2015 you performed additional quantitative
analysis regarding the carrying value of your goodwill and concluded the implied fair
value of goodwill was in excess of its carrying value; thus, no impairment was recorded.
Please tell us whether you were at risk of failing step one of the impairment test.  If so,
please consider disclosing the percentage by which fair value exceeded carryi ng value as
of the most recent test.  We note that you used a combination of an income and market
approach in determining fair value of your business.  Rather than simply describing the
approaches, please provide the key assumptions used and how such key a ssumptions
were determined.  Please consider a discussion of the degree of uncertainty associated
with the key assumptions and should be specific to the extent possible.  We may have
further comment.

Ronald A. Mayo
Lee Enterprises, Incorporated
March 1, 2016
Page 3

 Selected Consolidated Financial Information, page 39

6. Please revise the titles of the tables “Selected Consolidated Financial Information”
starting on page 39.  The current titles of the tables are confusing with the similarly titled
“selected financial data” on page 21and give no indication that the inform ation provided
is related to the reconciliation of non -GAAP financial measures.  The tables should
clearly describe their purpose and be easily distinguished from the tables on page 21.
The selected Lee Legacy and Pulitzer only financial information on pa ges 41 and 42
should be similarly revised as well as your earnings releases on Form 8 -K.

Selected Lee Legacy Only Financial Information

Selected Pulitzer Only Financial Information, page 42

7. Please revise to clarify your reasons for presenting th e separate financial information for
the Lee Legacy and Pulitzer operations given that the acquisition of Pulitzer took place in
2005.

Form DEF14A filed January 8, 2016

Appendix A, page 33

8. We note from page 16 that you have presented the non -GAAP measur es “cash costs” and
“Adjusted EBITDA” and provided a footnote that references your annual report on Form
10-K.  Please revise to include reconciliations to the most directly comparable GAAP
measure for each of the non -GAAP measures pursuant to Regulation G .

Form 8 -K filed December 11, 2015

9. We note from the press release included in exhibit 99.1 that operating cash flow and
Adjusted EBIT DA are  the first measure s presented in bullet points of the exhibit .  In
addition, we note that in the operating results narrative for both the fourth fiscal quarter
of 2015 and full fiscal year 2015 narrative you discuss the changes in operating cash flow
and Adjusted EBITDA without a balanced discussion of the net income.  Please be
advised that when you present non -GAAP m easures, the most directly comparable GAAP
measure should be presented with equal or greater prominence.  Please revise your
presentation accordingly and include a balanced discussion of the relevant GAAP
measures.  Refer to I nstruction 2 of Item 2.02 of F orm 8 -K and Item 1 0(e)(1)(i)(A) of
Regulation S -K.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all ap plicable Exchange Act rules require.   Since the company and its management are

Ronald A. Mayo
Lee Enterprises, Incorporated
March 1, 2016
Page 4

 in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not forec lose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Heather Clark at 202 -551-3624 or Jean Yu  at 202 -551-3305 if you have
questions regarding comments on the financial statements and related matters.  Please contact me
at 202 -551-3379 with any other questions.

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Bran ch Chief
Office of Transportation and Leisure

CORRESP
1
filename1.htm

    s3ltr82014.htm

 201 N. Harrison St.

 Davenport, IA 52801-1939

 Timothy R. Millage

 www.lee.net

 Assistant Secretary, Assistant Treasurer

 and Controller

 Office: 563-383-2135

 Cell: 563-468-3975

 tim.millage@lee.net

August 19, 2014

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7010

Attention: Mr. Justin Dobbie, Legal Branch Chief

 Re:
 Lee Enterprises, Incorporated

 Registration Statement on Form S-3, filed July 15, 2014,

 as amended by Amendment No. 1, filed August 12, 2014

 File No. 333-197450

Dear Mr. Dobbie:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby request acceleration by the Securities and Exchange Commission (the “Commission”) of the effective date of the Registration Statement on Form S-3 (Registration No. 333-197450), as amended by Amendment No. 1 on Form S-3/A filed August 12, 2014 (the “Registration Statement”) of Lee Enterprises, Incorporated (the “Company”). The Company respectfully requests that the Registration Statement become effective on August 21, 2014 at 3:00 p.m. Washington, D.C. local time.

The Company acknowledges to the Commission the Company’s responsibilities under the Act as such responsibilities relate to the proposed public offering of the securities specified in the Registration Statement.  The Company also acknowledges the following:

 Ÿ

should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to

the filing;

Mr. Justin Dobbie

August 19, 2014

Page 2

Ÿ

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the

disclosure in the filing; and

Ÿ

the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Once the Registration Statement has been declared effective, please confirm effectiveness with the Company’s counsel, Lane & Waterman LLP, by calling Ed Carroll at (563) 324-3246 or via email at ecarroll@l-wlaw.com.

Thank you for your assistance with this matter.

Very truly yours,

LEE ENTERPRISES, INCORPORATED

By:

Timothy R. Millage

Assistant Secretary, Assistant Treasurer

   and Controller

CORRESP
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    s3responseltr.htm

Joe R. Lane (1858-1931)

Charles M. Waterman (1847-1924)

C. Dana Waterman III

David A. Dettmann*

Terry M. Giebelstein*

Rand S. Wonio

Curtis E. Beason

Robert V. P. Waterman, Jr.*

R. Scott Van Vooren*

Richard A. Davidson*

Michael P. Byrne*

Edmund H. Carroll*

Theodore F. Olt III*

Jeffrey B. Lang*

Judith L. Herrmann*

Robert B. McMonagle*

Christopher J. Curran*

Joseph C. Judge*

Jason J. O’Rourke*

Troy A. Howell*

Diane M. Reinsch*

Catherine E. E. Hult*

Mikkie R. Schiltz*

Diane E. Puthoff*

Wendy S. Meyer*

Ian J. Russell*

Benjamin J. Patterson*

Douglas R. Lindstrom, Jr.*

Rian D. Waterman*

___________________________

220 North Main Street, Suite 600

Davenport, Iowa 52801-1987

Telephone (563) 324-3246

Fax (563) 324-1616

Writer’s Direct Dial: (563) 333-6623

E-Mail Address:  ecarroll@l-wlaw.com

www.L-WLaw.com

August 15, 2014

VIA EDGAR

Abbey C. Furlong*

Samuel J. Skorepa*

Kurt P. Spurgeon*

Joshua J. McIntyre*

Brett R. Marshall*

Kelsey A. W. Marquard*

Kyle R. Day*

Andrea D. Mason

Registered Patent Attorney

April A. Price*

Of Counsel

Robert A. Van Vooren*

Thomas N. Kamp

William C. Davidson*

Charles E. Miller*

James A. Mezvinsky

Peter J. Benson*

Michael L. Noyes

Jeffrey W. Paul*

   *Also Admitted in Illinois

Illinois Office

3551 7th Street, Suite 110

Moline, IL  61265

Mr. Justin Dobbie

Legal Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7010

RE:  Lee Enterprises, Incorporated

   Registration Statement on Amendment No. 1 to Form S-3

   Filed August 12¸ 2014

   File No. 333-197450

Dear Mr. Dobbie:

On behalf of Lee Enterprises, Incorporated, a Delaware corporation (the “Company”), on August 12, 2014 we filed Amendment No. 1 to the Registration Statement on Form S-3 of the Company (“Amendment No. 1”).  Amendment No. 1 reflects the responses of the Company to comments received from the Staff of the Securities and Exchange Commission (the “Staff”) in a letter from you dated July 31, 2014 (the “Comment Letter”).  The discussion below is presented in the order of the numbered comments in the Comment Letter.  For your convenience, references in the responses to the page numbers are to Amendment No. 1 and the prospectus included therein.

      The Company has asked us to convey the following as its responses to the Staff:

Mr. Justin Dobbie

August 15, 2014

Page 2

General

1. Please confirm that none of the selling stockholders are broker-dealers or affiliates of broker-dealers, or revise your document to reflect their status or affiliation.

RESPONSE TO COMMENT 1:

We have confirmed that none of the selling stockholders are broker-dealers or affiliates of broker-dealers, except for our disclosure that one selling stockholder, CVC Global Credit Opportunities Master Fund, L.P., is an affiliate of a broker-dealer.  See Note 9 of the Selling Securityholders table on page 15 of Amendment No. 1.

Signatures

2. Revise the introductory paragraph to the signature section of your document to include all the statements required by Form S-3. The phrase “the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3” appears to have been omitted from your filing. To distinguish the signatures of the board of directors and principal officers of the registrant in their individual capacities from the signature of an authorized officer on behalf of the registrant, include the prescribed sentence “Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated” immediately following the duly authorized officer’s signature and prior to the other required signatures. This statement should be followed by the signatures of a majority of the board of directors as well as the signatures of the Principal Executive Officer, the Principal Financial Officer and the Principal Accounting Officer or Controller.

RESPONSE TO COMMENT 2:

We have revised the introductory paragraph to the signature section of Amendment No. 1 to include all the statements required by Form S-3.  See page 26 of Amendment No. 1.

With respect to distinguishing the signatures of the board of directors and principal officers of the registrant in their individual capacities from the signature of an authorized officer on behalf of the registrant, we have revised Amendment No. 1 to include the prescribed sentence “Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated” immediately following the duly authorized officer’s signature and prior to the other required signatures.  See page 26 of Amendment No. 1.

Mr. Justin Dobbie

August 15, 2014

Page 3

Exhibits

3. When you file your amended registration statement, please file each exhibit separately on EDGAR rather than appending them to the main filing.

RESPONSE TO COMMENT 3:

We have filed the Exhibits separately in Amendment No. 1.

We hope that these responses satisfy the Staff.  Please do not hesitate to contact me with any questions or further comments you may have regarding Amendment No. 1 or if you wish to discuss our responses to the Comment Letter.

Sincerely,

LANE & WATERMAN LLP

By:

Edmund H. Carroll

EHC:mlc

cc:  Mr. Tim Millage (via email)

July 31, 2014

Via E -mail
Carl G. Schmidt
Chief Financial Officer
Lee Enterprises, Incorporated
201 North Harrison Street, Suite 600
Davenport, IA 52801

Re: Lee Enterprises, Incorporated
Registration Statement on Form S-3
Filed July 15, 2014
  File No.  333-197450

Dear Mr. Schmidt:

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosur e.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us wh y in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. Please confirm that none of the selling stockholders are broker -dealers or affiliates of
broker -dealers, or revise your document to reflect their status or affiliation.

Signatures

2. Revise the introductory paragraph to the signature section of your document to include all
the statements required by Form S -3.  The phrase “ the registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S -3”
appears to have been omitted from your filing.  T o distinguish the signatures of the board
of directors and principal officers of the registrant in their individual capacities from the
signature of an authorized officer on behalf of the registrant, include the prescribed
sentence “Pursuant to the requirement s of the Securities Act of 1933, this registration

Carl G. Schmidt
Lee Enterprises, Incorporated
July 31, 2014
Page 2

 statement has been signed by the following persons in the capaci ties and on the dates
indicated” immediately following the duly authorized officer’s signature and prior to the
other required signatures. Th is statement should be followed by the signatures of a
majority of the board of directors as well as the signatures of the Principal Executive
Officer, the Principal Financial Officer and the Principal Accounting Officer or
Controller.

Exhibits

3. When yo u file your amended registration statement, please file each exhibit separately on
EDGAR rather than appending them to the main filing.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain th at the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accurac y
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding reques ts for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities  Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective  date of the
registration statement.

Carl G. Schmidt
Lee Enterprises, Incorporated
July 31, 2014
Page 3

 Please contact Julia Griffith  at (202) 551 -3267 or me at (202) 551 -3469  with any
questions.

Sincerely,

 /s/ Justin Dobbie

Justin Dobbie
Legal Branch Chief

cc: C. Dana Waterman III
 Edmund H. Carroll
 Lane & Waterman LLP

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    s3accelerationrequestltr.htm

                      201 N. Harrison St.

              Davenport, IA 52801-1939                                                                                                             Carl G. Schmidt

www.lee.net                                                                                                                                             Vice President, Chief Financial Officer

                                                                             and Treasurer

             (563) 383-2179

             Fax: (563) 327-2600

                                             carl.schmidt@lee.net

February 6, 2014

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7010

Attention:  Mr. Justin Dobbie, Legal Branch Chief

Re:          Lee Enterprises, Incorporated

Registration Statement on Form S-3

Filed December 18, 2013, as amended January 21, 2014

File No. 333-192940

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby request acceleration by the Securities and Exchange Commission (the “Commission”) of the effective date of the Registration Statement on Form S-3 (Registration No. 333-192940), as amended by Amendment No. 1 on Form S-3/A filed January 21, 2014 (the “Registration Statement”) of Lee Enterprises, Incorporated (the “Company”). The Company respectfully requests that the Registration Statement become effective on February 7, 2014 at 4:00 p.m. Washington, D.C. local time.

The Company acknowledges to the Commission the Company’s responsibilities under the Act as such responsibilities relate to the proposed public offering of the securities specified in the Registration Statement. The Company also acknowledges the following:

●

should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

●

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

Securities and Exchange Commission

February 6, 2014

Page 2

●

the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Once the Registration Statement has been declared effective, please orally confirm that event with the Company’s counsel, Lane & Waterman LLP, by calling C. D. Waterman III at (563) 324-3246.

Thank you for your assistance with this matter.

Very truly yours,

LEE ENTERPRISES, INCORPORATED

By:

Carl G. Schmidt

Vice President, Chief Financial Officer

    and Treasurer

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    s3accelerationrequest.htm

                      201 N. Harrison St.

      Davenport, IA 52801-1939                                                                                                                Carl G. Schmidt

www.lee.net                                                                                                                                        Vice President, Chief Financial Officer

                                                                        and Treasurer

            (563) 383-2179

            Fax: (563) 327-2600

                                                                                                                                                                                    carl.schmidt@lee.net

February 5, 2014

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7010

Attention:  Mr. Justin Dobbie, Legal Branch Chief

Re:          Lee Enterprises, Incorporated

Registration Statement on Form S-3

Filed December 18, 2013, as amended January 21, 2014

File No. 333-192940

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby request acceleration by the Securities and Exchange Commission (the “Commission”) of the effective date of the Registration Statement on Form S-3 (Registration No. 333-192940), as amended by Amendment No. 1 on Form S-3/A filed January 21, 2014 (the “Registration Statement”) of Lee Enterprises, Incorporated (the “Company”). The Company respectfully requests that the Registration Statement become effective as soon as practicable.

The Company acknowledges to the Commission the Company’s responsibilities under the Act as such responsibilities relate to the proposed public offering of the securities specified in the Registration Statement.  The Company also acknowledges the following:

  ●

should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

  ●

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

Securities and Exchange Commission

February 5, 2014

Page 2

  ●

the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Once the Registration Statement has been declared effective, please orally confirm that event with the Company’s counsel, Lane & Waterman LLP, by calling C. D. Waterman III at (563) 324-3246.

Thank you for your assistance with this matter.

Very truly yours,

LEE ENTERPRISES, INCORPORATED

By:

Carl G. Schmidt

Vice President, Chief Financial Officer

   and Treasurer

CORRESP
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		S-3 Comment Letter Response

201 N. Harrison St.

 Carl G. Schmidt

Davenport, IA 52801-1939

 Vice President, Chief Financial Officer

www.lee.net

   and Treasurer

 (563) 383-2179

 Fax: (563) 323-9609

 carl.schmidt@lee.net

January 21, 2014

VIA EDGAR

Mr. Justin Dobbie

Legal Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7010

Re:     Lee Enterprises, Incorporated

Registration Statement on Form S-3

Filed December 18¸ 2013

File No. 333-192940

Dear Mr. Dobbie:

I am writing to respond to the comments set forth in the comment letter of the staff of the Securities and Exchange Commission (the “Staff”) dated January 13, 2014 (the “Comment Letter”), relating to the above-referenced Registration Statement of Lee Enterprises, Incorporated (the “Company”) on Form S-3 filed on December 18, 2013 (as amended, the “Registration Statement”). The Company has also revised the Registration Statement in response to the Staff’s comments and is filing concurrently with this letter Amendment No. 1 to the Registration Statement (“Amendment No. 1”), which reflects these revisions and updates a limited amount of other information.  References to “we”, “our”, “us” and the like throughout this letter refer to the Company.

Set forth below are our responses to the Staff’s comments as set forth in the Comment Letter. For your convenience, the numbered paragraphs of this letter correspond to the numbered paragraphs of the Comment Letter. Page references in the text of this letter correspond to the pages of Amendment No. 1. To assist your review, we have retyped the text of the Staff’s comments in italics below.

The Company, page 1

1.

 Consistent with the disclosure in your Form 10-K for fiscal year ended September 29, 2013, please disclose here your net losses for the most recent audited period, and your substantial debt and the implications on your liquidity.

Securities and Exchange Commission

January 21, 2014

Page 2

We have amended our disclosures in Amendment No. 1 to include disclosures of our net losses for the most recent audited period, our debt and the implications on our liquidity.  Please see pages 1-4 of Amendment No. 1.

Description of Purchase Contracts, page 33

2.

 We note that you contemplate offering purchase contracts for the purchase or sale of securities issued by third parties, a basket of such securities, an index or indices of such securities, or any combination of the aforementioned as specified in the applicable prospectus supplement. Please explain to us what plans you have for issuing such purchase contracts and provide us with an example of the disclosure you intend to provide about these securities in connection with any such offering. Additionally, to the extent you offer purchase contracts consisting of securities or obligations of third parties, please have counsel, as applicable, revise its opinion to address the legality of each component of the purchase contracts. Alternatively, please remove any language regarding the offering of purchase contracts consisting of securities or obligations of third parties.

We have removed from the Registration Statement any language regarding the offering of purchase contracts consisting of securities or obligations of third parties.

3.

 In this regard, please explain to us what plans you have for issuing purchase contracts for currencies or commodities. In your response, please describe to us the currencies or commodities involved.

Please see response to item number 2, above.

Exhibit 5.1

4.

 We note that the opinions given in Exhibit 5.2 related to the debt securities are limited to the laws of the State of New York. We also note that you have not included opinions that the registrant is validly existing, has the power to create the obligations, and has taken the required steps to authorize entering into the obligations with respect to these debt securities. Given that the company is incorporated in Delaware, please have counsel revise this opinion accordingly. For guidance, see section II.B.1.e. of Staff Legal Bulletin No. 19 (Oct. 14, 2011).

Exhibit 5.1 has been revised to reflect the fact that counsel is of the opinion that as of this date, the Company is validly existing, has the power to create the obligations under the Debt Securities, and that the Board of Directors of the Company has authorized the filing of the Registration Statement registering the Debt Securities.  However, because this is a shelf registration, the Company has not yet decided to issue or sell such Debt Securities and would not take the required steps to authorize entering into the obligations with respect to any such Debt Securities until the Company has fixed the terms thereof.  If and when the Company decides to issue and sell any Debt Securities, counsel will provide an updated opinion letter including the opinions requested above in accordance with section II.B.1.e. of Staff Legal Bulletin No. 19 (Oct. 14, 2011).

5.

 Please have counsel opine that the Depositary Shares will, when sold, be legally issued and will entitle their holders to the rights specified in the deposit agreement. For guidance, see section II.B.1.d. of Staff Legal Bulletin No. 19 (Oct. 14, 2011).

Exhibit 5.1 has been revised accordingly.

6.

 Refer to the last paragraph on page 4. Please have counsel revise the first sentence to remove the limitation on the scope of the opinion, or tell us why it is appropriate to require that the opinion be

Securities and Exchange Commission

January 21, 2014

Page 3

interpreted in accordance with the Legal Opinion Principles issued by the Committee on Legal Opinions of the American Bar Association’s Business Law Section.

Exhibit 5.1 has been revised to remove the requirement that the opinion be interpreted in accordance with the Legal Opinion Principles issued by the Committee on Legal Opinions of the American Bar Association’s Business Law Section.

Exhibit 5.2

7.

 Refer to the first paragraph on page 2. Please have counsel revise the last sentence to remove the assumption that New York law applies or confirm that an opinion without this assumption will be filed at takedown to the extent any of the applicable agreements are governed by other than New York law.

An opinion without this assumption will be filed at takedown to the extent any of the applicable agreements are governed by other than New York law.

We hope that these responses satisfy the Staff.  Please do not hesitate to contact me with any questions or further comments you may have regarding the Registration Statement or if you wish to discuss our responses to the Comment Letter.

Very truly yours,

LEE ENTERPRISES, INCORPORATED

By  /s/ Carl G. Schmidt

   Carl G. Schmidt

   Vice President, Chief Financial Officer          and Treasurer

January 13, 2014

Via E -mail
Carl G. Schmidt
Vice President, Chief Financial Officer and Treasurer
Lee Enterprises, Incorporated
201 N. Harrison Street, Suite 600
Davenport, Iowa 52801

Re: Lee Enterprises, Incorporated
  Registration Statement on Form S-3
Filed  December 18 ¸ 2013
  File No. 333 -192940

Dear Mr. Schmidt :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments , we may have  additional comments.

The Company, page 1

1. Consistent with the disclosure in your Form 10 -K for fiscal year  ended September 29,
2013, please disclose here your net losses  for the most recent audited period , and your
substantial debt  and the implications on your liquidity .

Description of Purchase Co ntracts, page 33

2. We note that you contemplate offering purchase contracts  for the purchase or sale of
securities issued by third parties, a basket of such securities, an index or indices of s uch
securities, or any combination of the aforementioned as specified in the applicable
prospectus supplement.  Please explain to us what plans you have for issuing such
purchase contracts and provide us with an example of the disclosure you intend to
provide about these securities in connection with any such offering.  Additionally, to the
extent you offer purchase contracts  consisting of securities or obligations of third parties,

Carl G. Schmidt
Lee Enterprises, Incorporated
January 13 , 2014
 Page 2

 please have counsel, as applicable, revise its opinion to address the legal ity of each
component of the purchase contracts.  Alternatively,  please remove any language
regarding the offering of purchase contracts  consisting of securities or obligations of third
parties.

3. In this regard, p lease explain to us what plans you have f or issuing purchase contracts for
currencies or commodities. In your response, please describe to us the currencies or
commodities involved.

Exhibit 5.1

4. We note that the opinions given in Exhibit 5.2 related to the debt securities are limited to
the laws of the State of New York.  We also note that you have not included opinions that
the registrant is validly existing, has the power to create the obligatio ns, and has taken the
required steps to authorize entering into the obligation s with respect to these debt
securities.  Given that the company is incorporated in Delaware, p lease have counsel
revise this opinion accordingly.  For guidance, see section II.B .1.e. of Staff Legal
Bulletin No. 19 (Oct. 14, 2011) .

5. Please have counsel opine that the Depositary Shares will, when sold, be legally issued
and will entitle their holders to the rights specified in the deposit agreement.  For
guidance, see section II.B. 1.d. of Staff Legal Bulletin No. 19 (Oct. 14, 2011).

6. Refer to the last paragraph on page 4.  Please have counsel revise the first sentence to
remove the limitation on the scope of the opinion, or tell us why it is appropriate to
require that the opinion be interpreted in accordance with the Legal Opinion Principles
issued by the Committee on Legal Opinions of the American Bar Association’s Business
Law Section.

Exhibit 5.2

1. Refer to the first paragraph on page 2.  Please  have counsel  revise the last sent ence to
remove the assumption that New York law applies  or confirm that an opinion without this
assumption will be filed at takedown  to the extent any of the applicable agreements are
governed by other than New York law .

We urge all persons who are respon sible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession o f all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Carl G. Schmidt
Lee Enterprises, Incorporated
January 13 , 2014
 Page 3

 Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with re spect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the fi ling; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities unde r
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the req uested effective date of the
registration statement.

Please contact John Stickel  at (202) 551 -3324  or me at (202) 551 -3469  with any
questions.

Sincerely,

 /s/ Justin Dobbie

Justin Dobbie
Legal Branch Chief

cc:  via E -mail
 C.D. Waterman III , Esq.

February 27 , 2013

Via E-Mail
Mr. Carl G. Schmidt
Chief  Financial  Officer
Lee Enterprises Inc.
201 North Harrison Street
Suite 600
Davenport, IA 52801 -1939

Re: Lee Enterprises , Inc.
 Form 10-K for the year ended September 30, 2012
Filed December 14 , 2012
  File No.  001-06227

Dear  Mr. Schmidt :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments  do not foreclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of t he United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincere ly,

 /s/ Linda Cvrkel

Linda Cvrkel
Branch Chief

CORRESP
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		SEC Comment Letter FY12 10-K Additional Comment

Carl G. Schmidt

Vice President, Chief Financial Officer and Treasurer

(563) 383-2179

Fax: (563) 327-2600

carl.schmidt@lee.net

February 14, 2013

Ms. Linda Cvrkel

Branch Chief

Securities and Exchange Commission

100 F Street, N.E.

Washington, D. C. 20549

Re:    Lee Enterprises, Incorporated

Form 10-K for the year ended September 30, 2012

Filed December 14, 2012

File No. 001-06227

Dear Ms. Cvrkel:

The following is in response to your additional comment on the January 3, 2013 letter.

Note 16. Commitments and Contingent Liabilities

Redemption of PD LLC Minority Interest, page 81

Comment 10

Staff Comment:

We note your response to our prior comment number 10 in which you indicate that the change in the liability associated with the Herald Value was recognized as a component of other income (expense) in your consolidated statement of operations. Please explain in further detail why you believe it was appropriate to reflect the reduction of this liability in your consolidated statement of operations rather than as an equity transaction consistent with the treatment of the other transactions recognized in connection with the redemption of Herald's interest in PD LLC and DS LLC as further described in Note 16 to your financial statements. We may have further comment upon review of your response.

Response:

Accounting for the redemption of Herald's interest in PD LLC and DS LLC was done in accordance with ASC 480-10-S99 paragraph 15(b). The Herald Value was deemed to be a derivative financial instrument under ASC 815-10-15-83 and initially recorded at its fair value. Subsequent changes in its fair value were

recorded in our Consolidated Statement of Operations and Comprehensive Income (Loss) in accordance with ASC 815-10-35-2.

* * * *

As requested, the Company acknowledges:

•

 Its responsibility for the adequacy and accuracy of the disclosures in its filings;

•

 That Staff comments or changes in disclosure in response to Staff comments do not foreclose the SEC from taking any action with respect to the Company's filings; and

•

 The Company may not assert Staff comments as a defense in any proceeding initiated by the SEC or any person under the Federal securities laws of the United States.

Please contact me at 563-383-2179 or Carl.Schmidt@lee.net if you wish to further discuss any of the above matters.

Sincerely,

Carl G. Schmidt

Vice President, Chief Financial Officer and Treasurer

February 5 , 2013

Via E-Mail
Mr. Carl G. Schmidt
Chief  Financial  Officer
Lee Enterprises Inc.
201 North Harrison Street
Suite 600
Davenport, IA 52801 -1939

Re: Lee Enterprises , Inc.
 Form 10-K for the year ended September 30, 2012
Filed December 14 , 2012
  File No.  001-06227

Dear  Mr. Schmidt :

We have reviewed your letter dated January 11, 2013 , in response to the Staff’s letter
dated January 3, 2013 and have the following  additional comment.  Please revise your disclosure
in future filings in response to our comment. Your response should be submitted in electronic
form, under the label “corresp” with a copy to the staff.  Please respond within ten (10) business
days.

Note  16.  Commitments and Contingent Liabilities
Redemption of PD LLC Minority Interest, page 81

1. We note your response to our prior comment number 10 in which you indicate that the
change in the liability associated with the Herald Value was recognized as a component
of other income (expense) in your consolidated statement of operations. Please explain in
further detail why you believe it was appropriate to reflect the reduction of this liability in
your consolidated statement of operations rather than as an equity transaction consistent
with the treatment of the other transactions recognized in connection with the redemption
of Herald’s interest in PD LLC and DS LLC as further described in Note 16 to your
financial statements. We may have further comment upon  review of your response.

Mr. Carl G. Schmidt
Lee Enterprises Inc.
February 5 , 2013
Page 2

 You may contact Effie Simpson at (202) 551 -3346 , or in her absence, the undersigned  at
(202) 551 -3750 if you have questions regarding comments on the financial statements and
related matters.  Please contact the undersigned at (202) 551 -3750 with any other questions.

Sincerely,

 /s/ Linda Cvrkel

Linda Cvrkel
Branch Chief

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		SEC Comment Letter Response- January 11, 2013

Carl G. Schmidt

Vice President, Chief Financial Officer and Treasurer

(563) 383-2179

Fax: (563) 327-2600

carl.schmidt@lee.net

January 11, 2013

Ms. Linda Cvrkel

Branch Chief

Securities and Exchange Commission

100 F Street, N.E.

Washington, D. C. 20549

Re:    Lee Enterprises, Incorporated

Form 10-K for the year ended September 30, 2012

Filed December 14, 2012

File No. 001-06227

Dear Ms. Cvrkel:

The following is in response to your January 3, 2013 letter.

Form 10-K for the year ended September 30, 2012.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Polices, page 21

Goodwill and Other Intangible Assets

Comment 1

Staff Comment:

We note your section on critical accounting policies. It appears that the items included in this section are a mere repetition of the significant accounting policies section of your financial statements. Pursuant to FR-72, this section is intended to focus on the sensitivity aspects of your critical accounting policies, that is, the likelihood that materially different amounts would be reported under different conditions or assumptions. In making disclosures under FR-72, registrants need not repeat information that is already included in the financial statements or other sections of the filing. In light of the significance of goodwill and intangible assets to your balance sheet, which represented approximately 65% of total assets at the latest balance sheet date presented, and the fact that your aggregate revenues have decreased in each of the three most recent fiscal years presented in your financial statements, please consider revising this

section to provide a sensitivity analysis explaining how the use of different assumptions in your impairment analysis of goodwill and other intangible assets could potentially impact the overall results of your impairment assessment. This sensitivity analysis could explain how the use of different discount rates, future changes in revenues and expense estimates, and other assumptions used in your impairment testing could impact the results of your analysis.

Response:

Our discussion of goodwill in connection with our critical accounting policies includes the following:

The required valuation methodology and underlying financial information that are used to determine fair value require significant judgments to be made by us. These judgments include, but are not limited to, long term projections of future financial performance and the selection of appropriate discount rates used to determine the present value of future cash flows. Changes in such estimates or the application of alternative assumptions could produce significantly different results.

And also:

Future decreases in our market value, or significant differences in revenue, expenses or cash flows from estimates used to determine fair value, could result in additional impairment charges in the future.

The Company believes it has described all known significant risks including risks of impairment given a change in discount rates, market value, revenue, expenses or cash flows from the estimates used to determine fair value.  In future filings, the Company will consider the appropriateness of additional disclosure around the sensitivity of the assumptions used.

Consolidated Statements of Operations and Comprehensive Income, page 49

Comment 2

Staff Comment:

Your current presentation of other comprehensive income in your consolidated statement of operations and comprehensive income does not comply with the guidance outlined in ASC 220-10-45. As outlined in ASC 220-10-45-1(b), an entity reporting comprehensive income in a single continuous financial statement as you have done shall present a total amount for comprehensive income together with the components that make up other comprehensive income. Please revise your consolidated statements of operations and comprehensive income to disclose the various components of comprehensive income in this financial statement.

Response:

Other comprehensive income for fiscal years 2012 and 2011 relates only to the single factor of pension and post-retirement benefits, as more fully described in Note 15, while fiscal year 2010 also includes a one time unrealized gain on interest rate exchange agreements. Additionally, the Company has not yet adopted ASU 2011-05, which is not required until fiscal year 2013 due to the Company's use of a September fiscal year end.  To the extent there is more than one type of other comprehensive income in future years, the Company requests to comply with this requirement in future filings.

Comment 3

Staff Comment:

In a related matter, we note that the Company has net income attributable to non-controlling interests. As outlined in ASC 220-10-45-5, if an entity has an outstanding non-controlling interest, amounts for both comprehensive income attributable to the parent and comprehensive income attributable to the non-controlling interest in a less than wholly owned subsidiary, should be reported on the face of the financial statement in which comprehensive income is presented, in addition to presenting consolidated comprehensive income. Please revise your presentation accordingly.

Response:

The Company does not have other comprehensive income related to its non-controlling interests and believes the amount of net income attributable to non-controlling interest to be immaterial. The Company requests to clarify in future filings comprehensive income in the consolidated statements of operations and comprehensive income (loss) by changing the caption “comprehensive income” to “comprehensive income attributable to Lee Enterprises, Incorporated.”

Comment 4

Staff Comment:

We note that the Company recognized reorganization costs aggregating $37,765 during fiscal 2012 in connection with its Chapter 11 proceedings. Given the materiality of such costs to your results of operations for the period, please tell us and revise MD&A and the notes to your financial statements to explain the nature and amounts of the costs included in reorganization costs in your 2012 statement of operations and comprehensive income.

Response:

The components of reorganization costs are as follows:

(Thousands of Dollars)

Fees paid in cash to lenders, attorneys and others

 $38,628

Unamortized loan fees (previous debt agreements)

 1,740

Fair value of stock granted to 2nd Lien lenders

 9,576

Noncash fees in the form of additional debt

 12,250

Present value adjustment

 (23,709

 )

Total reorganization costs*

 $38,485

Charged to expense in FY2011 as other non-operating expense

 $721

Charged to expense in FY2012

 $37,765

*Difference between total reorganization costs and the amounts expensed in FY2011 and 2012 is due to rounding

Each of the items in the table above is disclosed in MD&A as well as the notes to the consolidated financial statements to some extent. The Company requests to clarify its disclosure in future filings to summarize, in a manner similar to the table above, the amounts recognized in the 2012 consolidated statement of operations and comprehensive income (loss).

Comment 5

Staff Comment:

Please revise your consolidated statement of stockholders equity (deficit) or the notes to your financial statements to include a reconciliation of the beginning and end of period carrying amount of total equity attributable to your non-controlling interest. Refer to the guidance outlined in ASC 810-10-50.

Response:

The Company believes the amount of non-controlling interest, which totaled $577,000, $452,000 and $284,000 as of September 2012, 2011 and 2010, respectively, and the changes thereto are immaterial for inclusion in the consolidated statement of stockholders' equity (deficit) and requests to comply in future filings if amounts become more significant.

Note 1. Significant Accounting Policies, page 54

Comment 6

Staff Comment:

We note from the disclosures provided in MD&A and in Note 1 to the financial statements that the Company has not provided any disclosure as to how any recently issued accounting pronouncements may impact its financial statements in future periods. In future filings, please revise MD&A and the notes to the financial statements to discuss how any recently issued accounting standards or pronouncements may impact your financial statements. Refer to the guidance outlined in SAB Topic 11:M.

Response:

The Company has historically included a summary of significant new accounting pronouncements.  However, the Company did not believe them to be significant for FY2012 and future periods. In future filings, the Company will continue to include a summary of the new accounting pronouncements should such pronouncements be significant or disclose that new accounting pronouncements are not expected to have a significant impact on the Company's consolidated financial statements in future periods.

Note 2. Discontinued Operations, page 59

Comment 7

Staff Comment:

In light of the materiality of the gain from the sale of discontinued operations of the North County Times in October 2012, please tell us and expand your disclosure to indicate how you calculated the gain from this transaction pursuant to ASC 205-20. As part of your response, please present your calculation in a table that indicates all items considered in your calculation. Also, please revise the notes to your financial statements to include a description of the facts and circumstances that lead to the disposal and disclose the carrying amounts of the major classes of assets and liabilities that were included as part of the disposal group. Refer to the guidance in ASC 205-20-50.

Response:

Please note that the sale of the North County Times (“NCT”) is a subsequent event, as the sale occurred in FY 2013. The gain is appropriately disclosed as an approximate amount in Form 10-K and is calculated as follows:

(Millions of Dollars)

 Form 10-K Estimate

Sale price

 ($12.0

 )

Settlement of working capital

 (0.9

 )

Net assets of NCT as of September 30, 2012

 7.5

Allocation of goodwill

 1.2

Legal and other fees

 0.4

Gain on sale before income taxes

 (3.8

 )

Tax expense (@ 38%)

 1.5

Net gain on sale

 ($2.3

 )

Amount disclosed

 ($2.0

 )

The Company requests that the complete disclosure required by ASC 205-20-50 be included in future filings, beginning with its Form 10-Q for the 13 weeks ended December 30, 2012.

Note 5. Debt, page 62

2nd Lien Agreement

Covenants and Other Matters

Comment 8

Staff Comment:

We note from the disclosure included in note 5 that the 2nd Lien Lenders shared in the issuance of 6,743,640 shares of your common stock valued at $9,576,000. Please tell us and explain in the notes to your financial statements how you valued and accounted for the issuance of these shares in the Company's financial statements.

Response:

The Company valued the stock granted to the 2nd Lien lenders as part of the refinancing using the closing stock price as of the date of issuance ($1.42 per share). The value of the stock issued is accounted for as a reorganization cost as indicated in our response to Comment 4 above. The Company requests to disclose the valuation methodology in future filings.

Other, page 66

Comment 9

Staff Comment:

We note from the disclosure in the third paragraph on page 67 that debt under the plan was considered compromised and as a result, the 1st Lien Agreement, 2nd Lien Agreement and the Pulitzer Notes were recorded at their respective present values which resulted in a discount to the stated amount totaling $23,709,000. Please tell us and explain in Note 5 how you determined the related discount rates used to determine the present values of such obligations.

Response:

The respective effective interest rates were used as the discount rate to determine the present value of the 1st Lien debt, 2nd Lien debt and Pulitzer Notes. In the computation of the effective rate, the Company included all cash outflows of the respective debt including: mandatory principal payments, interest payments, fees paid to lenders in connection with the refinancing as well as, in the case of the 2nd Lien debt, stock issued. The Company requests to expand its disclosure of the determination of present value to include additional explanation in future filings, beginning with its Form 10-Q for the 13 weeks ended December 30, 2012.

Note 16. Commitments and Contingent Liabilities

Redemption of PD LLC Minority Interest, page 81

Comment 10

Staff Comment:

We note that in connection with the Notes Amendment and PD LLC's redemption of the 5% interest in PD LLC and DS LLC owned by The Herald Company (“Herald Inc.”), conforming amendments were made to the Operating Agreement. We also note that as a result, Herald's former interest will be settled at a date determined by Herald between April 2013 and April 2015, based on a calculation of 10% of the fair market value of PD LLC and DS LLC at the time of settlement, less the balance, as adjusted of the Pulitzer Notes or the equivalent successor debt if any. We further note that in 2009, the Company recorded a liability of $2,300,000 as an estimate of the amount of the Herald value to be disbursed and in 2011 this liability was reduced to $300,000 based on the current estimate of fair value. Please tell us the nature of the changes in facts, circumstances or assumptions that resulted in the decline of this liability to $300,000 during 2011. Also, please explain how the offset to the decline in this liability was accounted for in the Company's financial statements.

Response:

The Company uses a combination of an income approach and a market approach in determining the fair value of SLPD for purposes of determining the Herald Value liability. From 2009 to 2011 we observed a decrease in the valuation for newspaper companies in general as well as a decrease in future revenues and operating cash flow of SLPD and an increase in discount rates applicable to the Company. Some of these changes also resulted in impairment charges in these years.  As a result, the Company decreased the Herald Value liability in FY2011, which was recorded in other non-operating income (expense) in the consolidated statements of operations and comprehensive income (loss).

Other

Comment 11

Staff Comment:

Please note that when reference to the work of other auditors is included in the report of the independent registered public accounting firm, the separate report of the firm performing the referenced work should be included in the filing in accordance with Rule 2-05 of Regulation S-X. In future filings, please include the report of the other auditors within the filing rather than as Exhibit 23.3 to the filing.

Response:

The Company will comply with this requirement in future filings on Form 10-K.

* * * *

As requested, the Company acknowledges:

•

 Its responsibility for the adequacy and accuracy of the disclosures in its filings;

•

 That Staff comments or changes in disclosure in response to Staff comments do not foreclose the SEC from taking any action with respect to the Company's filings; and

•

 The Company may not assert Staff comments as a defense in any proceeding initiated by the SEC or any person under the Federal securities laws of the United States.

Please contact me at 563-383-2179 or Carl.Schmidt@lee.net if you wish to further discuss any of the above matters.

Sincerely,

Carl G. Schmidt

Vice President, Chief Financial Officer and Treasurer

January 3 , 2013

Via E-Mail
Mr. Carl G. Schmidt
Chief  Financial  Officer
Lee Enterprises Inc.
201 North Harrison Street
Suite 600
Davenport, IA 52801 -1939

Re: Lee Enterprises , Inc.
 Form 10-K for the year ended September 30, 2012
Filed December 14 , 2012
  File No.  001-06227

Dear  Mr. Schmidt :

We have reviewed your filing  and have the following comments .  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not  believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have additional comments.

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Critical Accounting Polices, page 21
Goodwill and Other Intangible Assets

1. We note your section on critical accounting policies.  It appears that the items inclu ded in
this section are a mere repetition of the significant accounting policies section of your
financial statements.  Pursuant to FR -72, this section is intended to focus on the
sensitivity aspects of your critical accounting policies, that is, the likel ihood that
materially different amounts would be reported under different conditions or
assumptions.  In making disclosures under FR -72, registrants need not repeat information
that is already included in the financial statements or other sections of the f iling.  In light

Mr. Carl G. Schmidt
Lee Enterprises Inc.
January 3 , 2013
Page 2

 of the significance of goodwill and intangible assets to your balance sheet, which
represented approximately 65% of total assets at the latest balance sheet date presented,
and the fact that your aggregate revenues have decreased in each o f the three most recent
fiscal years presented in your financial statements, please consider revising this section to
provide a sensitivity analysis explaining how the use of different assumptions in your
impairment analysis of goodwill and other intangibl e assets could potentially impact the
overall results of your impairment assessment. This sensitivity analysis could explain
how the use of different discount rates, future changes in  revenues and expense estimates ,
and other assumptions used in your impa irment testing could impact the results of your
analysis.

Consolidated Statements of Operations and Comprehensive Income, page 49

2. Your current presentation of other comprehensive income in your consolidated statement
of operations and comprehensive inco me does not comply with the guidance outlined in
ASC 220 -10-45. As outlined in ASC 220 -10-45-1(b), an entity reporting comprehensive
income in a single continuous financial statement as you have done shall present a total
amount for comprehensive income to gether with the components that make up other
comprehensive income. Please revise your consolidated statements of operations and
comprehensive income to disclose the various components of comprehensive income in
this financial statement.

3. In a related matt er, we note that the Company has net income attributable to non -
controlling interests. As outlined in ASC 220 -10-45-5, if an entity has an outstanding
non-controlling interest , amounts for both comprehensive income attributable to the
parent and comprehensi ve income attributable to the non -controlling interest in a less
than wholly owned subsidiary , should be reported on the face of the financial statement
in which comprehensive income is presented, in addition to presenting consolidated
comprehensive income.  Please revise your presentation accordingly.

4. We note that the Company recognized reorganization costs aggregating $37,765 during
fiscal 2012 in connection with its Chapter 11 proceedings. Given the materiality of such
costs to your results of operations for the period, please tell us and revise MD&A and the
notes to your financial statements to explain the nature and amounts of the costs included
in reorganization costs in your 2012 statement of operations and comprehensive income.

Mr. Carl G. Schmidt
Lee Enterprises Inc.
January 3 , 2013
Page 3

 Consolidated Statements of Stockholders’ Equity (Deficit ), page 52

5. Please revise your consolidated statement of stockholders equity (deficit) or the notes to
your financial statements to include a reconciliation of the beginning and end of period
carrying amount of total equity attributable to your non -controlling interest. Refer to the
guidance outlined in ASC 810 -10-50.

Note 1. Significant Accounting Policies, page 54

6. We note from the disclosures provided in MD&A and in Note 1 to the financial
statement s that the Company has not provided any disclosure as to how any recently
issued accounting pronouncements may impact its financial statements in future periods.
In future filings, please revise MD&A and the notes to the financial statements to discuss
how any recently issued accounting standards or pronouncements may impact your
financial statements. Refer to the guidance outlined in SAB Topic 11:M.

Note 2.  Discontinued Operations, page 59

7. In light of the materiality of the gain from the sale of discont inued operations of the
North County Times in October 2012, please tell us and expand your disclosure to
indicate how you calculated the gain from this transaction pursuant to ASC 205 -20.  As
part of your response, please present your calculation in a tabl e that indicates all items
considered in your calculation.  Also, please revise the notes to your financial statements
to include a description of the facts and circumstances that lead to the disposal and
disclose the carrying amounts of the major classes of assets and liabilities that were
included as part of the disposal group. Refer to the guidance in ASC 205 -20-50.

Note 5. Debt, page 62
2nd Lien Agreement
Covenants and Other Matters

8. We note from the disclosure included in note 5 that the 2nd Lien Lend ers shared in the
issuance of 6,743,640 shares of your common stock valued at $9,576,000.  Please tell us
and explain in the notes to your financial statements how you valued and accounted for
the issuance of these shares in the Company’s financial stateme nts.

Mr. Carl G. Schmidt
Lee Enterprises Inc.
January 3 , 2013
Page 4

Other, page 66

9. We note from the disclosure in the third paragraph on page 67 that debt under the plan
was considered compromised and as a result, the 1st Lien Agreement, 2nd Lien Agreement
and the Pulitzer Notes were recorded at their respective pre sent values which resulted in a
discount to the stated amount totaling $23,709,000. Please tell us and explain in Note 5
how you determined the related discount rates used to determine the present values of
such obligations.

Note 16.  Commitments and Con tingent Liabilities
Redemption of PD LLC Minority Interest, page 81

10. We note that in connection with the Notes Amendment and PD LLC’s redemption of the
5% interest in PD LLC and DS LLC owned by The Herald Company (“Herald Inc.”) ,
conforming amendments were made to the Operating Agreement. We also note that as a
result, Herald’s former interest will be settled at a date determined by Herald between
April 2013 and April 2015, based on a calculation of 10% of the fair market value of PD
LLC and DS LLC at the ti me of settlement, less the balance, as adjusted of the Pulizer
Notes or the equivalent successor debt if any. We further note that in 2009, the Company
recorded a liability of $2,300,000 as an estimate of the amount of the Herald value to be
disbursed and in 2011 this liability was reduced to $300,000 based on the current
estimate of fair value. Please tell us the nature of the changes in facts, circumstances or
assumptions that resulted in the decline of this liability to $300,000 during 2011. Also,
please  explain how the offset to the decline in this liability was accounted for in the
Company’s financial statements.

Other

11. Please note that when reference to the work of other auditors is included in the report of
the independent registered public accounting firm, the separate report of the firm
performing the referenced work should be included in the filing in accordance with  Rule
2-05 of Regulation S -X.  In future filings, please include the report of the other auditors
within the filing rather than as Exhibit 23.3 to the filing.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the f iling to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require .  Since the company and its management are

Mr. Carl G. Schmidt
Lee Enterprises Inc.
January 3 , 2013
Page 5

 in possession of all facts relating to a company’s disclosure, they ar e responsible for the accuracy
and adequacy of the disclosures they have made.

In connection with responding to our comments, please p rovide, in writing, a statement
from the company acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Effie Simpson at (202) 551 -3346 , or in her absence, the undersigned  at
(202) 551 -3750 if you have questions regarding comments on the financial statements and
related matters.  Please contact the undersigned at (202) 551 -3750 with any other questions.

Sincerely,

 /s/ Linda Cvrkel

Linda Cvrkel
Branch Chief

Mail Stop 3561
        A p r i l  9 ,  2 0 1 0   Via Fax & U.S. Mail

 Mr. Carl G. Schmidt Chief Financial Officer 201 N. Harrison Street, Suite 600 Davenport, Iowa 52801

Re: Lee Enterprises, Incorporated
 Form 10-K for the year ended September 27, 2009
Filed December 11, 2009
 File No. 001-06227

Dear Mr. Schmidt:

We have completed our review of your Form 10-K and related filings and have no further
comments at this time.

Sincerely,

Linda Cvrkel
Branch Chief

VIA FACSIMILE (563) 327-2600

CORRESP
1
filename1.htm

    secltr42010.htm

201 N. Harrison St.

Carl G. Schmidt

Davenport, IA 52801

Vice President, Chief Financial

www.lee.net
Officer and Treasurer

(563)383-2179

Fax:  (563)327-2600

carl.schmidt@lee.net

April 5, 2010

Ms. Linda Cvrkel

Branch Chief

Securities and Exchange Commission

100 F Street, N.E.

Washington, D. C. 20549

 Re:
 Lee Enterprises, Incorporated

 Form 10-K for the year ended September 27, 2009

 Filed December 11, 2009

 File No. 001-06227

Dear Ms. Cvrkel:

The following is in response to your March 31, 2010 letter, which was received via facsimile on the same day.

Form 10-K for the year ended September 27, 2009.

Comment 1 – Signatures

Staff Comment:

We note your response to our prior comment 3 and reissue the comment. The principal and accounting officer should also sign underneath the language indicating that the following persons have signed on behalf of the Registrant and in their respective capacities. Please refer to General Instructions D.2. for Signatures on Form 10-K.

Response:

The Company will comply with this requirement in future filings.

* * * *

As requested, the Company acknowledges:

·

Its responsibility for the adequacy and accuracy of the disclosures in its filings;

·

That Staff comments or changes in disclosure in response to Staff comments do not foreclose the SEC from taking any action with respect to the Company’s filings, and;

·

The Company may not assert Staff comments as a defense in any proceeding initiated by the SEC or any person under the Federal securities laws of the United States.

Please contact me at 563-383-2179 or Carl.Schmidt@lee.net if you wish to further discuss any of the above matters.

Sincerely,

Carl G. Schmidt

Vice President, Chief Financial Officer and Treasurer

Mail Stop 3561
        March 31, 2010  Via Fax & U.S. Mail

 Mr. Carl G. Schmidt Chief Financial Officer 201 N. Harrison Street, Suite 600 Davenport, Iowa 52801

Re: Lee Enterprises, Incorporated
 Form 10-K for the year ended September 27, 2009
Filed December 11, 2009
 File No. 001-06227

Dear Mr. Schmidt:

We have reviewed your response lett er dated March 26, 2010 and have the
following comments.  Unless otherwise indi cated, we think you should revise your
document in future filings in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this info rmation, we may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond w ithin ten (10) business days.
  Form 10-K for the year ended September 27, 2009

Signatures

Mr. Carl G. Schmidt
Lee Enterprises, Incorporated March 31, 2010 Page 2

1. We note your response to our prior comme nt 3 and reissue the comment.  The
principal and accounting officer shoul d also sign underneath the language
indicating that the following persons have signed on behalf of the Registrant and
in their respective capacities.  Please refer to Gene ral Instructions D.2. for
Signatures on Form 10-K.

********
    You may contact Claire Er langer at (202) 551-3301 or Jean Yu at (202) 551-3305
if you have questions regarding comments on the financial statements and related
matters.  You may contact Susie Block at  (202) 551-3210 if you have any questions
regarding this comment.  Please contact me  at (202) 551-3813 with  any other questions.

Sincerely,

Linda Cvrkel Branch Chief

VIA FACSIMILE (563) 327-2600

CORRESP
1
filename1.htm

                        201 N. Harrison St

                        Carl G. Schmidt

                        Davenport, IA 52801

                        Vice President, Chief Financial

                        www.lee.net

                        Officer and Treasurer

                        (563)383-2179

                        Fax: (563)327-2600

                        carl.schmidt@lee.net

        March 26, 2010

        Ms. Linda Cvrkel

        Branch Chief

        Securities and Exchange Commission

        100 F Street, N.E.

        Washington, D. C. 20549

                        Re:

                        Lee Enterprises, Incorporated

        Form 10-K for the year ended September 27, 2009

        Filed December 11, 2009

        File No. 001-06227

        Dear Ms. Cvrkel:

        The following is in response to your March 12, 2010 letter, which was received via facsimile on the same day.

        Form 10-K for the year ended September 27, 2009.

        Comment 1 – Item 1A. Risk Factors

        Staff Comment:

        We note that you indicate this is a discussion of certain of the most significant risks and that other factors, both known and unknown, may cause results to differ. In future filings, all material risks should be described. If risks are note (sic) deemed material, do not reference them in future filings.

        Response:

        The Company believes it has described all known significant risks. In future filings, the Company will clarify the applicable language.

        Comment 2 – Item 1A. Risk Factors

        Staff Comment:

        Refer to the subheadings provided in this section. In future filings, please provide a sub- caption that adequately describes each of the risks discussed. Each risk should have its own subheading that adequately describes the risk that follows. Refer to Item 1A. of Form 10-K, Item 503(c) of Regulation S-K and Rule 421(d) of the Securities Act of 1933.

            1

        Response:

        The Company will comply with this requirement in future filings.

        Comment 3 – Signatures

        Staff Comment:

        The report must also be signed on behalf of the Registrant by its principal financial officer and its controller or principal accounting officer in their respective capacities. If someone is signing in more than one capacity, please indicate each capacity in which he has signed. Refer to General Instructions D.2. for Signatures on Form 10-K.

        Response:

        The Company is uncertain of the intent of the Staff’s comment. The Company’s Chief Financial Officer is its “Principal Financial and Accounting Officer” as disclosed.

                        Management's Discussion and Analysis

        Comment 4 – Overall Results, page 26

        Staff Comment:

        We note that net income, as adjusted amount includes an adjustment in both fiscal 2009 and 2008 for "other, net." Please tell us the nature of these "other" amounts and why you believe it is appropriate to include them in a non-GAAP financial measure. Also, we note from your disclosure on page 32 that debt financing costs have been included as an adjustment in your non-GAAP measure "net income, as adjusted"
        in fiscal years 2007, 2008 and 2009. In light of the fact that you disclose on page 19 that your non-GAAP adjustments are substantially nonrecurring in nature, we would not expect similar debt financing cost, or other adjustments to be incurred over the last three year period. Please explain to us why you believe it is appropriate to disclose that the adjustments to your non- GAAP financial measures are "non-recurring" in nature. If these adjustments are not appropriately considered
        "non-recurring" in nature, provide us with and include in future filings, an explanation of the substantive reasons why management believes it is useful to include these adjustments in the non-GAAP financial measures. Your disclosure should also be revised to eliminate the reference to the "non-recurring" nature of the adjustments.

            2

        Response:

        The components of “other, net” adjustments to reported results are as follows:

                        (Thousands)

                        2009

                        2008

                        2007

                        Curtailment gains:

                        Company

                        -

                        -

                        (3,731)

                        TNI

                        (667)

                        -

                        (1,037)

                        Workforce adjustments and transition costs:

                        Company

                         6,651

                         3,428

                        -

                        MNI

                        266

                        774

                        -

                        TNI

                        598

                         261

                        -

                        Early retirement programs

                        -

                        -

                        7,962

                         6,848

                          4,463

                        3,194

        Such adjustments have been reported as separate line items in the related presentation in previous years but were combined in 2009 to simplify the presentation. Such items are also generally reported separately in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).

        The Company’s adjusted net income and adjusted earnings per common share present non-GAAP adjustments to reported results for both “. . . unusual matters (emphasis added) and those of a substantially non-recurring nature . . .” as discussed on page 19. We agree with the Staff that amortization of debt financing costs is not generally
        considered to be non-recurring. However, in 2009, the Company incurred substantial debt financing costs in connection with a comprehensive restructuring of its debt, certain of which costs were reported as an expense. 2009 debt financing costs charged to expense were five times the 2008 level, a difference of almost $14 million, or $0.20 per share. The Company considered this to be “unusual”. The restructuring event and related spike in financing costs may also be considered
        by some as non-recurring. Accordingly, such costs were identified for purposes of the presentation as the impact on the Consolidated Financial Statements was significant.

        Notes to the Financial Statements

        Comment 5 – Note 6, Goodwill and Other Intangible Assets, page 64

        Staff Comment:

        We note your disclosure that in 2008 you recorded a reduction to goodwill totaling $25,098,000 to reflect a correction to the original 2005 purchase accounting of Pulitzer. Please explain to us the nature of the correction of this error and tell us why you believe it is appropriate to adjust the goodwill balance during fiscal 2008.

        Response:

        The adjustment to goodwill resulted from reversal of a deferred income tax liability related to tax deductible goodwill that was recorded by the Company’s Pulitzer Inc. subsidiary prior to its acquisition by the Company. This liability should have been eliminated upon the acquisition of Pulitzer in 2005 but was not discovered until 2008. Reversal of the liability in 2008 reduced goodwill and deferred
        income tax liabilities and had no impact on the amount of net loss recognized, stockholders’ equity or cash flows. The reversal of the amounts in

            3

        2005 would have resulted in the identical impact in purchase accounting. Due to the significant amount ($909 million) of goodwill impairment charges and related reversal of deferred taxes recognized in 2008, the reversal, as recorded, was not considered to be material to the Consolidated Financial Statements.

        Comment 6 – Note 7, Debt, page 65

        Staff Comment:

        We note your disclosure that the Company paid fees to the Lenders and Noteholders for the 2009 Amendments and Notes Amendment, which along with the related legal and financial advisory expenses, totaled $26,061,000, of which $15,500,000 were capitalized. Please tell us how you accounted for both the capitalized and the expensed fees in accordance with the guidance in FASB ASC 470-50-40 paragraphs 17, 18 and
        21 (EITF 96-19 and 98-14), as applicable.

        Response:

        The identified charges are related to several events, none of which was considered to be a debt extinguishment. Capitalized costs represent (1) fees to lenders in conjunction with the 2009 Amendments in accordance with FASB ASC 470-50-40-17b; and (2) third party costs related to amendment of the Company’s revolving credit facility in February 2009, the amount of which was not reduced as a result of the
        amendment, in accordance with FASB ASC 470-50-40-21b.

        Costs charged to expense primarily represent third party costs related to amendment of the Company’s A Term Loan and Pulitzer Notes under the 2009 Amendments, in accordance with FASB ASC 470-50-40-18b. Third party costs related to the 2009 Amendments were allocated between the Company’s A Term Loan and revolving credit facility for capitalization purposes based upon the amount of the commitment.
        This allocation resulted in approximately two-thirds of such costs related to the Credit Agreement being charged to expense. All third party costs related to the Pulitzer Notes were charged to expense.

        The following table summarizes costs incurred:

                        (Thousands)

                        Capitalized

                        Expense

                        Credit Agreement:

                        A Term Loan:

                        Fees to Lenders

                         7,828

                        -

                        Third Party Costs

                        -

                         5,961

                        Revolving Credit Facility:

                        Fees to Lenders

                         3,770

                        -

                        Third Party Costs

                         3,004

                        -

                        Pulitzer Notes:

                        Fees to Lenders

                        930

                        -

                        Third Party Costs

                        -

                         3,440

                        Other

                         1,128

                        Total

                         15,532

                          10,529

            4

        Comment 7 – Note 8, Interest Rate Exchange Agreements, page 69

        Staff Comment:

        We note your disclosure that until 2009, you accounted for interest rate exchange agreements as cash flow hedges, and then in 2009, you marked all interest rate exchange agreements to market and recognized interest expense of $268,000. Please explain to us, and disclose in future filings, the reason for the change in your accounting for these interest rate exchange agreements.

        Response:

        Substantially all of the Company’s hedging instruments were approaching their maturity in 2009 and matured after the end of the fiscal year in November 2009. The Company marked such instruments to market as the effect of the change in designation was not material to the Consolidated Financial Statements. The Company, accordingly, ceased to perform the required evaluation required to consider such
        instruments as hedges. The Company will comply with this requirement in future filings to the extent such disclosure is considered to be material.

        Comment 8 – Note 13, Stock Ownership Plans, page 78

        Staff Comment:

        We note your disclosure of the weighted average assumptions used in the Black-Scholes model for options granted. In addition to disclosing the weighted average assumptions for options granted during the year, please revise future filings to include a description of the methods used to estimate or determine those assumptions. For example, for the expected term of share options, provide a discussion of the
        method used to incorporate the contractual term of the instruments and employees' expected exercise and postvesting employment termination behavior into the fair value of the instrument. See guidance in FASB ASC 718-10-50-2.f.2 (paragraph 240(e)(2)of SFAS No.123R).

        Response:

        No stock options were granted in 2008 (most were cancelled as disclosed) and the cumulative amount of expense to be recognized in the years 2009 to 2012 for stock options granted in 2009 is approximately $1.2 million. The Company will comply with this requirement in future filings to the extent stock option activity is considered to be material.

        Comment 9 – Note 15, Fair Value of Financial Instruments, page 82

        Staff Comment:

        We note your disclosure that the Herald Value - liability is measured using significant unobservable inputs (Level 3). For all assets and liabilities measured at fair value on a recurring basis using Level 3 inputs, please revise future filings to include disclosure of a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following:

                        (1)

                        Total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets), and a description

            5

        of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities)

                        (2)

                        Purchases, sales, issuances, and settlements (net)

                        (3)

                        Transfers in and/or out of Level 3 (for example, transfers due to changes in the observability of significant inputs)

        See guidance in FASB ASC 820-10-50-2.c (paragraph 32 of SFAS No. 157).

        Response:

        The only financial instrument as of September 27, 2009 measured using Level 3 inputs also originated in 2009. The Company will comply with this requirement in future filings to the extent such disclosure is considered to be material.

        Comment 10 – Note 19, Commitments and Contingent Liabilities, page 84 - Redemption of PD LLC Minority Interest, page 85

        Staff Comment:

        We note your disclosure that in February 2009, in conjunction with the Notes Amendment, PD LLC redeemed the 5% interest in PD LLC and DS LLC. In light of the fact that the present value of the 2010 Redemption was approximately $73.6 million at the time of redemption in February 2009, please tell us why you recorded a liability of $2.3 million at September 27, 2009 as an estimate of the amount of the Herald
        Value to be disbursed. As part of your response, please tell us the nature of any differences between the Redemption Agreement that was executed in February 2009 and the "2010 Redemption". Also, tell us the nature of the assumptions used in the calculation or determination of the $2.3 million liability established at September 27, 2009.

        Response:

        The determination of the amount of the Herald Value was based on an estimate of fair value. In 2009, the Company utilized both market and income-based approaches to determine the Herald Value. Both approaches subtract the balance of debt and apply a 10% (of fair value) factor to determine a final estimate of the Herald Value. In 2009, the market-based approach resulted in a negative value, so the
        income-based approach was weighted more heavily.

        The Company was assisted by a third party valuation expert in the determination of certain of

Mail Stop 3561
        March 12, 2010  Via Fax & U.S. Mail

 Mr. Carl G. Schmidt Chief Financial Officer 201 N. Harrison Street, Suite 600 Davenport, Iowa 52801

Re: Lee Enterprises, Incorporated
 Form 10-K for the year ended September 27, 2009
Filed December 11, 2009
 File No. 001-06227

Dear Mr. Schmidt:

We have reviewed your filing and have the following comments.  Unless
otherwise indicated, we think you should revi se your document in future filings in
response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us
with information so we may better understand your disclosure.  Af ter reviewing this
information, we may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond w ithin ten (10) business days.
  Form 10-K for the year ended September 27, 2009

Item 1A.  Risk Factors

Mr. Carl G. Schmidt
Lee Enterprises, Incorporated
March 12, 2010 Page 2

1. We note that you indicate this is a discus sion of certain of the most significant
risks and that other factor s, both known and unknown, may cau se results to differ.
In future filings, all material risks shoul d be described.  If risks are note deemed
material, do not reference them in future filings.

2. Refer to the subheadings provided in this section.  In future filings, please provide
a subcaption that adequately describes each  of the risks discussed.  Each risk
should have its own subheading that adequately describes the risk that follows.
Refer to Item 1A. of Form 10-K, Item 503(c) of Regulation S-K and Rule 421(d)
of the Securities Act of 1933.
 Signatures

3. The report must also be signed on behalf  of the Registrant by its principal
financial officer and its controller or principal accounting officer in their respective capacities.  If someone is signi ng in more than one capacity, please
indicate each capacity in which he has si gned.  Refer to Genera l Instructions D.2.
for Signatures on Form 10-K.
 Management’s Discussion and Analysis

 – Overall Results, page 26

4. We note that net income, as adjusted amount includes an adjustment in both fiscal
2009 and 2008 for “other, net.”  Please tell us the nature of these “other” amounts
and why you believe it is appropriate to  include them in a non-GAAP financial
measure.  Also, we note from your disclosu re on page 32 that debt financing costs
have been included as an adjustment in  your non-GAAP measure “net income, as
adjusted” in fiscal years 2007, 2008 and 2009 .  In light of the fact that you
disclose on page 19 that your non-GAAP adjustments are substantially non-recurring in nature, we would not expect  similar debt financ ing cost, or other
adjustments to be incurred over the last three year period.  Pl ease explain to us
why you believe it is appropriate to disclose that the ad justments to your non-
GAAP financial measures are “non-recurring” in nature.  If these adjustments are not appropriately considered  “non-recurring” in natu re, provide us with and
include in future filings , an explanation of the substantive reasons why
management believes it is useful to in clude these adjustments in the non-GAAP
financial measures.  Your disclosure s hould also be revised to eliminate the
reference to the “non-recurring” na ture of the adjustments.
 Notes to the Financial Statements

 Note 6. Goodwill and Other Intangible Assets, page 64

Mr. Carl G. Schmidt
Lee Enterprises, Incorporated
March 12, 2010 Page 3

5. We note your disclosure that in 2008 you recorded a reduction to goodwill
totaling $25,098,000 to reflect a correctio n to the original 2005 purchase
accounting of Pulitzer.  Please explain to us  the nature of the correction of this
error and tell us why you believe it is a ppropriate to adjust the goodwill balance
during fiscal 2008.

Note 7. Debt, page 65

6. We note your disclosure that the Comp any paid fees to the Lenders and
Noteholders for the 2009 Amendments and Notes Amendment, which along with the related legal and financial advisory expenses, totaled $26,061,000, of which $15,500,000 were capitalized.   Please tell  us how you accounted for both the
capitalized and the expensed fees in accordance with the guidance in FASB ASC
470-50-40 paragraphs 17, 18 and 21 (EITF 96-19 and 98-14), as applicable.
 Note 8. Interest Rate Exchange Agreements, page 69

7. We note your disclosure that until 2009, you accounted for interest rate exchange
agreements as cash flow hedges, and th en in 2009, you marked all interest rate
exchange agreements to market and recognized interest expense of $268,000. Please explain to us, and disclose in future filings, the reason for the change in your accounting for these interest rate exchange agreements.
 Note 13. Stock Ownership Plans, page 78

8. We note your disclosure of the weighted average assumptions used in the Black-
Scholes model for options granted.  In add ition to disclosing the weighted average
assumptions for options granted during the year, please revise future filings to include a description of the methods used to estimate or determine those
assumptions.  For example, for the exp ected term of share options, provide a
discussion of the method used to inco rporate the contractual term of the
instruments and employees’ expected ex ercise and postvesting employment
termination behavior into the fair value of the instrument.  See guidance in FASB
ASC 718-10-50-2.f.2 (paragraph 240(e)(2) of SFAS No. 123R).

Note 15. Fair Value of Financial Instruments, page 82

9. We note your disclosure that the Herald  Value – liability is measured using
significant unobservable inputs (Level 3).  For all assets and liabilities measured
at fair value on a recurring basis using Level 3 inputs, please revise future filings
to include disclosure of a reconciliation of the be ginning and ending balances,
separately presenting changes during the period attributable to the following:
(1) Total gains or losses for the period (realized and unrealized), segregating those gains or  losses included in earn ings (or changes in net

Mr. Carl G. Schmidt
Lee Enterprises, Incorporated
March 12, 2010 Page 4

assets), and a description of wher e those gains or losses included in
earnings (or changes in ne t assets) are reported in the statement of income
(or activities)
(2) Purchases, sales, issuances, and settlements (net) (3) Transfers in and/or out of Level 3 (for exam ple, transfers due to
changes in the observability of significant inputs)
See guidance in FASB ASC 820-10-50-2.c  (paragraph 32 of SFAS No. 157).
 Note 19. Commitments and Contingent Liabilities, page 84

- Redemption of PD LLC Minority Interest, page 85

10. We note your disclosure that in Februa ry 2009, in conjunction with the Notes
Amendment, PD LLC redeemed the 5% inte rest in PD LLC and DS LLC.  In light
of the fact that the present value of the 2010 Redemption was approximately
$73.6 million at the time of redemption in February 2009, please tell us why you recorded a liability of $2.3 million at September 27, 2009 as an estimate of the
amount of the Herald Value to  be disbursed.  As part of your response, please tell
us the nature of any differences betw een the Redemption Agreement that was
executed in February 2009 and the “2010 Rede mption.”  Also, tell us the nature of
the assumptions used in the calculation or determination of the $2.3 million liability established at September 27, 2009.

Note 21. Quarterly Financial Data (Unaudited), page 87

11. We note from your disclosure in Note 14 th at subsequent to the quarter and year
ended September 28, 2008, you discovered an immaterial error in the valuation
allowance for deferred tax assets which a ffected the amount of net deferred tax
liabilities, the income tax benefit and earnings(loss) per share for the quarter
ended September 28, 2008.  Please note for future filings that  when the data
supplied in your note disclosing quarterly financial data varies from the amounts
previously reported on the Form 10-Q f iled for any quarter, your disclosure
should reconcile the amounts given with those previous ly reported and describe
the reason for the difference.  See Item 302(A)(2) of Regulation S-K.

Form 10-Q for the quarter ended December 27, 2009

Balance Sheet
Statements of Operations a nd Comprehensive Income (Loss)

12. We note from your presentation of minority interest on both the balance sheet and
statement of operations that it does not a ppear that you have adopted the guidance
in FASB ASC 810-10-45.  Please revise future filings accordingly.

Mr. Carl G. Schmidt
Lee Enterprises, Incorporated
March 12, 2010 Page 5

Note 6. Pension, Postretirement and Postemployment Defined Benefit Plans

13. We note your disclosure that in Decem ber 2009 you notified certa in participants
in your postretirement medical plans of changes to be made to the plans, including
increases in participant premium cost-s haring and elimination of coverage for
certain participants.  You also disclose  that these changes resulted in non-cash
curtailment gains of $31 million and re duced the benefit obligation by $31
million.  Please provide us more details as  to the nature of the changes made and
explain why you believe all changes repres ent a curtailment ra ther than both a
negative plan amendment and a curtailmen t.  Also, please e xplain to us how you
calculated the amount of the net curtailmen t gain to be recognized on the income
statement.  Include in your response th e amount of any unrecognized net actuarial
gain(loss) included in accumulated other comprehensive income at the time of the
curtailment.  If a portion of this transact ion is more appropriat ely classified as a
negative plan amendment, the effects of  the negative plan amendment should be
calculated before the determination of any gain/loss related to the curtailment is
made.  Please advise or revise accordingl y.  Also, please revise MD&A in future
filings to discuss the nature of this tr ansaction and how you ar e accounting for it.
Additionally, please tell us  why you believe it is appropriate to present the
curtailment gain as part  of operating income.
 Note 10. Fair Value Measurements, page 16

14. We note from your disclosure on page 17 that in 2009 you reduced the carrying
value of property and equipment no longer in use by $4,579,000 based on
estimates of the related fair value in the cu rrent market.  Please revise the notes to
the financial statements in future filings to include the disclosures required by FASB ASC 820-10-50-5 for any assets and liabilities measured at fair value on a
non-recurring basis.

Schedule 14A filed January 7, 2010

Compensation of Non-Empl oyee Directors, page 15

15. In future filings, please disclose all assumptions made in the valuation of awards
in the stock awards column of the tabl e by reference to a discussion of those
assumptions in your financial statements, f ootnotes to the financial statements, or
discussion in Management’s Discussion and Analysis.  See Instruction to Regulation S-K Item 402(k), which refers to Instruction 1 to Item 402(c)(2)(v)
and (vi).  Similarly revise your Summary  Compensation Table in regards to the
stock awards and option awards columns.   Refer to Instruction 1 to Item
402(c)(2)(v) and (vi) of Regulation S-K.

Mr. Carl G. Schmidt
Lee Enterprises, Incorporated March 12, 2010 Page 6

********

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.   You may contact Claire Er langer at (202) 551-3301 or Jean Yu at (202) 551-3305
if you have questions regarding comments on the financial statements and related
matters.  Please contact me at ( 202) 551-3813 with any other questions.

Sincerely,

Linda Cvrkel Branch Chief

VIA FACSIMILE (563) 327-2600

Mail Stop 3561
        May 12, 2008

Via Fax & U.S. Mail

Ms. Mary E. Junck
Chief Executive Officer
Lee Enterprises, Inc.
201 N. Harrison Street
Suite 600
Davenport, Iowa 52801

Re: Lee Enterprises, Inc.
 Form 10-K for the year ended September 30, 2007
Filed November 29, 2007
 File No. 1-06227

Dear Ms. Junck:

We have completed our review of your Form 10-K noted above and do  not, at this time,
have any further comments.

Sincerely,

Linda Cvrkel
Branch Chief

Via Fax: Mr. Carl. G. Schmidt, CFO
    (563) 328-4322

Mail Stop 3561
        February 14, 2008

Via Fax & U.S. Mail

Ms. Mary E. Junck
Chief Executive Officer
Lee Enterprises, Inc.
201 N. Harrison Street
Suite 600
Davenport, Iowa 52801

Re: Lee Enterprises, Inc.
 Form 10-K for the year ended September 30, 2007
Filed November 29, 2007
 File No. 1-06227

Dear Ms. Junck:

We have reviewed your filing and have the following comments.  Unless
otherwise indicated, we think you should revise  your future filings in response to these
comments.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we  may ask you to provide us with information
so we may better understand your disclosure.  After reviewi ng this information, we may
raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We
welcome any questions you may have about ou r comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropria te, advise the staff of  your reason.  Your
response should be submitted in electronic fo rm, under the label “corresp” with a copy to
the staff.  Please respond w ithin ten (10) business days.

Ms. Mary E. Junck
Lee Enterprises, Inc.
February 14, 2008 Page 2

Critical Accounting Policies, page 17

1. We note your section on critical accounting policies.  It appears that the items
included are a mere repetition of your Si gnificant Accounting Policies section of
the notes to your financial statements.  Pu rsuant to FR-60, this section is intended
to focus on the sensitivity aspects of your critical accounting polic ies, that is, the
likelihood that materially different am ounts would be reported under different
conditions or using different assumptions.  In making disclosures under FR-60,
registrants need not repeat information th at is already included in the financial
statements. With a view towards expa nded disclosure and considering the
comments which follow concerning goodwill and intangible assets, please revise future filings accordingly.

Consolidated Balance Sheets
Note 6.  Goodwill and Other In tangible Assets, page 56

2. We note that during the Company’s most recent fiscal year, and the subsequent
interim period since the co mpletion of the Company’s 2007 fiscal year, the
Company’s common share price and its related market capitalization has
significantly declined and totaled a pproximately $700 million at December 31,
2007. We also note that the amount of  the Company’s current market
capitalization is significantly belo w the book value of the Company’s
stockholder’s equity at September 30, 2007, and that the Company’s book value
at this date included a significant amount  of goodwill and other intangible assets,
which aggregated approximately $2.4 bill ion. This decline in the Company’s
market capitalization, coupled with decl ines in various categories of the
Company’s revenues in fiscal 2007 and the first quarter of fiscal 2008, may be
indicative of a potential impairment of th e Company’s recorded investment in its
intangible assets and goodwill. Based on the guidance in SFAS 142, and in light
of the fact that the company’s market capitalization has been steadily declining
during the fiscal year en ded September 30, 2007, supplementally advise us what
consideration was given to recognizing an impairment of  the Company’s recorded
investment in goodwill and other intangible assets.

Ms. Mary E. Junck
Lee Enterprises, Inc.
February 14, 2008 Page 3

As part of your response , specifically address the reasons you believe these
intangible assets are more valuable than  the market’s valuat ion of the entire
company as a whole, and provide us with  a detailed analysis of significant
assumptions involved, that include, but are not limited to:

For intangible assets other than goodwill:

• Future income and expense projections associated with these assets with a
justification of any projected or expected increases/decreases,

• The reasons the Company believes customers and newspaper subscribers will
continue to use/subscribe to publicat ions at the rates included in your
assumptions, with an explanation of actual and estimated attrition for each material acquired customer and newspape r subscriber list throughout its economic
life,

• A discussion of whether  online growth has been considered in this analysis and if
so, explain its relevance at the time of your  impairment analysis as compared to
the time of the acquisition, and,

• Any other matters or assumptions which were relevant to your analysis of
potential impairments in your inta ngible assets other than goodwill.

For goodwill:

• Please indicate the date the Company’s most recent goodwill impairment analysis
was completed and explain how the Comp any was organized into reporting units
for purposes of completing its impairment analysis.

• Explain the methods and significant a ssumptions used in the Company’s
impairment analysis for its various reporti ng units and provide us with the results
of the most recently completed impairment analysis.

• Given the significant disparity betw een the Company’s current market
capitalization and its book value, please explain the facts and circumstances
which management believes are responsible  for the significant disparity between
the Company’s market capitalization and the book value of the Company’s equity.

Ms. Mary E. Junck
Lee Enterprises, Inc.
February 14, 2008 Page 4

We may have further comments upon re viewing your response.  Assuming a
satisfactory response, the notes to your financial statements and Management’s
Discussion and Analysis should be si gnificantly expanded to summarize your
methodology, analysis, and conclusions of your impairment test s, including the
reasons management believes no write -downs are required. Your revised
discussion should include a discussion of the significant declin e in the market
capitalization of the Company which has occurred over the past year and should
also include a discussion of why manage ment does not believe this decline in
market capitalization is indicative of a potential impairment in the Company’s
recorded investment in indefinite lived intangible assets and goodwill.

Notes to Financial Statements
Advertising Costs
3. In future filings, please revise to disclose the amount of advertising costs incurred
during each period presented in the Co mpany’s consolidated statement of
operations. Refer to the disclosure requirements outlined in paragraph 49 of SOP 93-7.

Note 19. Commitments and Contingent Liabilities
PD LLC Operating Agreement
4. We note from the disclosure in Note 19, that pursuant to the terms of the
operating agreement governing PD LLC, Hera ld owns a 5% interest in PD LLC,
of which Pulitzer is the managing member  and owns the remaining 95% interest.
We also note that under the terms of th e operating agreement governing PD LLC,
on May 1, 2010, Herald will have a one-tim e right to require PD LLC to redeem
Herald’s interest in PD LLC, together w ith Heralds’ interest in DS LLC, another
entity in which Pulitzer is the managing member and which is engaged in the business of delivering publications a nd products in the greater St. Louis
metropolitan area. We further note that  the May 1, 2010 redemption price for the
Herald’s interest will be calculated pursuan t to a formula that is further described
in Note 19 to the financial statements.

Ms. Mary E. Junck
Lee Enterprises, Inc.
February 14, 2008 Page 5

In this regard, pl ease explain how the Herald’s  redemption right on May 1, 2010
with respect to its equity interest in  PD LLC is being accounted for in the
Company’s consolidated financial statemen ts pursuant to the guidance in EITF D-
98, SFAS No. 133, and/or SFAS No.150, as app licable. As part of your response,
please explain what your expected obligati on to redeem the Herald’s interest on
May 1, 2010 would be, based on facts and circumstances existing at the most
recent balance sheet date. Also, please explain how changes in the potential
redemption value of the Herald’s inte rest are being acc ounted for in the
Company’s consolidated financial statem ents. If no obligati on for the Herald’s
redemption right is being r ecognized in the Company’ s consolidated financial
statements, please explain in detail why the Company believes this treatment is
appropriate. We may have further co mment upon receipt of your response.

Other

5. We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all information
required under the Securitie s Exchange Act of 1934 and that they have provided
all information investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating to a
company’s disclosure, they are responsible  for the accuracy and adequacy of the
disclosures they have made.

In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

‚ the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

‚ staff comments or changes to disclosu re in response to staff comments do
not foreclose the Commission from taking any action with respect to the filing;
and

‚ the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or  any person under the federal securities
laws of the United States.

Ms. Mary E. Junck
Lee Enterprises, Inc.
February 14, 2008 Page 6

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

You may contact Effie Simpson at (202) 551-3346, or the undersigned if you have
questions regarding comments on the financial statements and related matters.  Please
contact me at (202) 551-3813 with any other questions.

Sincerely,

Linda Cvrkel
Branch Chief

Via Fax: Mr. Carl. G. Schmidt, CFO
    (563) 328-4322

CORRESP
1
filename1.htm

April 24, 2008

Ms. Linda Cvrkel

Branch Chief

Securities and Exchange Commission

100 F Street, N.E.

Washington, D. C. 20549

            Re:

            Lee Enterprises, Incorporated

            Form 10-K for the year ended September 30, 2007

            Filed November 29, 2007

Commission File No. 1-06227

Dear Ms. Cvrkel:

The following draft 10-Q and draft future 10-K language is in further response to your February 14, 2008 letter to Ms. Mary E. Junck, and as we discussed in our subsequent telephonic conference on March 24, 2008.  The language herein has been marked to indicate changes from previous filings.

Please contact me at 563-383-2179 or Carl.Schmidt@lee.net if you wish to further discuss any of the matters noted in your letter.

Sincerely,

Carl G. Schmidt

Vice President, Chief Financial Officer and Treasurer

RE: Comment 2

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Form 10-Q

            4

            GOODWILL AND OTHER INTANGIBLE ASSETS

In assessing the recoverability of its goodwill and other nonamortized intangible assets, the Company makes a determination of the fair value of its business. Fair value is determined using a combination of an income approach, which estimates fair value based upon future revenue, expenses and cash flows discounted to their present value, and a market approach, which estimates fair value using market multiples of various financial measures compared to a set of comparable public companies in the publishing industry. An impairment loss will generally be recognized when the carrying amount of the net assets of the business exceeds its estimated fair value.

The required two-step valuation methodology and underlying financial information that are used to determine fair value require significant judgments to be made by management. These judgments include, but are not limited to, long term projections of future financial performance and the selection of appropriate discount rates used to determine the present value of future cash flows. Changes in such estimates or the application of alternative assumptions could produce significantly different results.

Under step one of the process,Tthe Company analyzes its goodwill and other nonamortized intangible assets for impairment on an annual basis at the end of its fiscal year, or more frequently if impairment indicators are present. Such indicators of impairment include, but are not limited to, changes in business climate and operating or cash flow losses related to such assets,  The Company analyzed the recoverability of such assets as of December 30, 2007, dDue primarily to the continuing, and increasing difference between its stock price and the per share carrying value of its net assets,. T the Company concluded that the fair value of its business exceeded analyzed the carrying value of its net assets as of December March 30, 20087.  Recent deterioration in the Company’s revenue and the overall recessionary operating environment for the Company and other publishing companies were also factors in the timing of the analysis. The Company concluded the fair value of its business did not exceed the carrying value of its net assets as of March 30, 2008.

As a result, the Company recorded a preliminary non-cash charge in the 13 weeks ended March 30, 2008 to reduce the carrying value of goodwill by $______.  [The Company also recorded a preliminary non-cash charge of $_____ to reduce the carrying value of nonamortized intangible assets.]  [$_____ of the charges were recorded as a reduction in equity in earnings of TNI].

Because of the timing and complexity of the calculations required under step two of the process, the Company has not yet completed the required determination of fair value.  Accordingly, the final determination of reductions in the amounts of goodwill [and nonamortized intangible assets] included in the March 30, 2008 Consolidated Balance Sheet could change significantly.  Such changes would not impact the Company’s cash flows.

The Company also periodically evaluates its determination of the useful lives of amortizable intangible assets. Any resulting changes in the useful lives of such intangible assets will not impact the cash flows of the Company. However, a decrease in the useful lives of such intangible assets would increase future amortization expense and decrease future reported operating results and earnings per common share. The Company also tested such assets for impairment as of March 30, 2008 and preliminarily concluded [no] adjustments to the useful lives of such assets were required.

RE: Comment 2

Management’s Discussion and Analysis of Financial Condition and Results of Operations -Form 10-Q

CRITICAL ACCOUNTING POLICIES

The Company’s discussion and analysis of its results of operations and financial condition are based upon the Company’s Consolidated Financial Statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

The Company’s critical accounting policies include the following:

            •

            Goodwill and other intangible assets

            •

            Pension, postretirement and postemployment benefit plans

            •

            Income taxes

            •

            Revenue recognition

            •

            Uninsured risks

The Company recorded a preliminary non-cash charge in the 13 weeks ended March 30, 2008 to reduce the carrying value of goodwill by $______.  [The Company also recorded a non-cash charge of $_____ to reduce the carrying value of nonamortized intangible assets.]  [$_____ of the charges were recorded as a reduction in equity in earnings of TNI].  See Note __ to Consolidated Financial Statements, included herein.

Additional information regarding these critical accounting policies can be found under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s 2007 Annual Report on Form 10-K and the Notes to Consolidated Financial Statements, included herein.

RE: Comments 1 and 2

Management’s Discussion and Analysis of Financial Condition and Results of Operations - Form 10-K

CRITICAL ACCOUNTING POLICIES

The Company’s discussion and analysis of its financial condition and results of operations are based upon the Company’s Consolidated Financial Statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Additional
information follows with regard to certain of the most critical of the Company’s accounting policies.

Goodwill and Other Intangible Assets

In assessing the recoverability of goodwill and other nonamortized intangible assets, the Company makes a determination of the fair value of its business. Fair value is determined using a combination of an income approach, which estimates fair value based upon future revenue, expenses and cash flows discounted to their present value, and a market approach, which estimates fair value using market multiples of various financial measures compared to a set of comparable public companies in the publishing industry.  An impairment loss will generally be recognized when the carrying amount of the net assets of the business exceeds its estimated fair value.

The required two-step valuation methodology and underlying financial information that are used to determine fair value require significant judgments to be made by management. These judgments include, but are not limited to, long term projections of future financial performance and the selection of appropriate discount rates used to determine the present value of future cash flows. Changes in such estimates or the application of alternative assumptions could produce significantly different results.

Under step one of the process, the Company analyzes goodwill and other nonamortized intangible assets for impairment on an annual basis at the end of its fiscal year, or more frequently if impairment indicators are present. See Note 6 of the Notes to Consolidated Financial Statements, included herein, for a more detailed explanation of the Company’s intangible assets. Such indicators of impairment include, but are not limited to, changes in business climate and operating or cash flow losses related to such assets,  Due primarily to the continuing, and increasing difference between its stock price and the per share carrying value of its net assets, the Company analyzed the carrying value of its net assets as of March 30, 2008.
Recent deterioration in the Company’s revenue and the overall recessionary operating environment for the Company and other publishing companies were also factors in the timing of the analysis. The Company concluded the fair value of its business did not exceed the carrying value of its net assets.

As a result, the Company recorded a preliminary non-cash charge in the 13 weeks ended March 30, 2008 to reduce the carrying value of goodwill by $______.  [The Company also recorded a preliminary non-cash charge of $_____ to reduce the carrying value of nonamortized intangible assets.]  [$_____ of the charges were recorded as a reduction in equity in earnings of TNI].  The

charges were finalized during the 13 week period ended June 29, 2008, resulting [in additional expense] [a reduction of the charge in the amount] of $_____.

The Company also periodically evaluates its determination of the useful lives of amortizable intangible assets. Any resulting changes in the useful lives of such intangible assets will not impact the cash flows of the Company. However, a decrease in the useful lives of such intangible assets would increase future amortization expense and decrease future reported operating results and earnings per common share. The Company also tested such assets for impairment as of March 30, 2008 and preliminarily concluded [no] adjustments to the useful lives of such assets were required.

Pension, Postretirement and Postemployment Benefit Plans

The Company evaluates its liability for pension, postretirement and postemployment benefit plans based upon computations made by consulting actuaries, incorporating estimates and actuarial assumptions of future plan service costs, future interest costs on projected benefit obligations, rates of compensation increases, employee turnover rates, anticipated mortality rates, expected investment returns on plan assets, asset allocation assumptions of plan assets, and other factors. If the Company used different estimates and assumptions regarding these plans, the funded status of the plans could vary significantly, resulting in recognition of different amounts of expense over future periods.  Increases in market interest rates, which may impact plan assumptions, generally result in lower service costs for current employees, higher interest expense and lower liabilities.
Actual returns on plan assets that are lower than the plan assumptions will generally result in decreases in a plan’s funded status.

Income Taxes

Deferred income taxes are provided using the liability method, whereby deferred income tax assets are recognized for deductible temporary differences and loss carryforwards and deferred income tax liabilities are recognized for taxable temporary differences. Temporary differences are the difference between the reported amounts of assets and liabilities and their tax basis. Deferred income tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred income tax assets will not be realized. Deferred income tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Recent changes in accounting for uncertain tax positions can result in significant variability in the Company’s effective income tax rate.

The Company files income tax returns with the Internal Revenue Service (IRS) and various state tax jurisdictions. From time to time, the Company is subject to routine audits by those agencies, and those audits may result in proposed adjustments. The Company has considered the alternative interpretations that may be assumed by the various taxing agencies, believes its positions taken regarding its filings are valid, and that adequate tax liabilities have been recorded to resolve such matters. However, the actual outcome cannot be determined with certainty and the difference could be material, either positively or negatively, to the Consolidated Statements of Income and Comprehensive Income in the periods in which such matters are ultimately determined. The Company does not believe the final resolution of such matters will be material to its consolidated financial position or cash flows.

Revenue Recognition

Advertising revenue is recorded when advertisements are placed in the publication or on the related online site. Circulation revenue is recorded as newspapers are distributed over the subscription term. Other revenue is recognized when the related product or service has been delivered. Unearned revenue arises in the ordinary course of business from advance subscription payments for publications or advance payments for advertising.

Uninsured Risks

The Company is self-insured for health care, workers compensation and certain long-term disability costs of its employees, subject to stop loss insurance, which limits exposure to large claims. The Company accrues its estimated health care costs in the period in which such costs are incurred, including an estimate of incurred but not reported claims. Other risks are insured and carry deductible losses of varying amounts.  An increasing frequency of large claims or deterioration in overall claim experience could increase the volatility of expenses for such self-insured risks.

The Company’s reserves for health care and workers compensation claims are based upon estimates of the remaining liability for retained losses made by consulting actuaries. The amount of workers compensation reserve has been determined based upon historical patterns of incurred and paid loss development factors from the insurance industry.

RE: Comment 2

Management’s Discussion and Analysis of Financial Condition and Results of Operations – Form 10-Q

EXECUTIVE OVERVIEW

The Company is a premier provider of local news, information and advertising in primarily midsize markets, with 50 daily newspapers and a joint interest in five others, rapidly growing online sites and more than 300 weekly newspapers and specialty publications in 23 states.

In 2005, the Company acquired Pulitzer. Pulitzer published 14 daily newspapers, including t

CORRESP
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            Mississippi Plaza

            201 N. Harrison St.

            Davenport, IA 52801-1939

            www.lee.net

            Carl G. Schmidt

            Vice President, Chief Financial Officer

            and Treasurer

            (563) 383-2179

            Fax: (563) 327-2600

            carl.schmidt@lee.net

March 14, 2008

Ms. Linda Cvrkel

Branch Chief

Securities and Exchange Commission

100 F Street, N.E.

Washington, D. C. 20549

            Re:

            Lee Enterprises, Incorporated

            Form 10-K for the year ended September 30, 2007

            Filed November 29, 2007

Commission File No. 1-06227

Dear Ms. Cvrkel:

The following is in response to your February 14, 2008 letter to Ms. Mary E. Junck, which was received via facsimile on the same day.

The Company intends to make all changes described herein in future filings.  Unless otherwise noted, such changes will first occur in the Form 10-K for the year ending September 28, 2008.

Comment 1 – Critical Accounting Policies

            Staff Comment:

We note your section on critical accounting policies.  It appears that the items included are a mere repetition of your Significant Accounting Policies section of the notes to your financial statements.  Pursuant to FR-60, this section is intended to focus on the sensitivity aspects of your critical accounting policies, that is, the likelihood that materially different amounts would be reported under different conditions or using different assumptions.  In making disclosures under FR-60, registrants need not repeat information that is already included in the financial statements.  With a view towards expanded disclosure and considering the comments which follow concerning goodwill and intangible assets, please revise future fillings accordingly.

            Response:

The Company agrees with the recommendation of the Staff with regard to disclosure and will comply in future filings.

Comment 2 – Consolidated Balance Sheets – Note 6 - Goodwill and Other Intangible Assets

Please refer to the Company’s supplemental letter dated March 14, 2008.

1

Comment 3 – Notes to Financial Statements - Advertising Costs

            Staff Comment:

In future filings, please revise to disclose the amount of advertising costs incurred during each period presented in the Company’s consolidated statement of operations.  Refer to the disclosure requirements outlined in paragraph 49 of SOP 93-7.

            Response:

A substantial amount of the Company’s advertising and promotion program consists of ads placed in its own publications and on its own websites using available space.  The incremental cost of such advertising is negligible and is not measured separately by the Company.  The Company’s external advertising and promotion expenses totaled less than $10,000,000 in 2007 and 2006, or less than 1% of operating expenses.  A more precise estimate is not available at the present time due to the co-mingling of other costs with certain advertising costs.  The Company agrees with the recommendation of the Staff with regard to disclosure of this matter and will comply in future filings, to the extent the amount of the Company’s external advertising and promotion expenses are material.  If the Company concludes such costs are not material, future filings will state that conclusion.

Comment 4 – Note 19 - Commitments and Contingent Liabilities – PD LLC Operating Agreement

            Staff Comment:

We note from the disclosure in Note 19, that pursuant to the terms of the operating agreement governing PD LLC, Herald owns a 5% interest in PD LLC, of which Pulitzer is the managing member and owns the remaining 95% interest.  We also note that under the terms of the operating agreement governing PD LLC, on May 1, 2010, Herald will have a one-time right to require PD LLC to redeem Herald’s interest in PD LLC, together with Heralds’ interest in DS LLC, another entity in which Pulitzer is the managing member and which is engaged in the business of delivering publication and products in the greater St. Louis metropolitan area.  We further note that the May 1, 2010 redemption price for the Herald’s interest will be calculated pursuant to a formula that is further described in Note 19 to the financial statements.

In this regard, please explain how the Herald’s redemption right on May 1, 2010 with respect to its equity interest in PD LLC is being accounted for in the Company’s consolidated financial statements pursuant to the guidance in EITF D-98, SFAS No. 133, and/or SFAS No. 150, as applicable.  As part of your response, please explain what your expected obligation to redeem the Herald’s interest on May 1, 2010 would be, based on facts and circumstances existing at the most recent balance sheet date.  Also, please explain how changes in the potential redemption value of the Herald’s interest are being accounted for in the Company’s consolidated financial statements.  If no obligation for the Herald’s redemption right is being recognized in the Company’s consolidated financial statements, please explain in detail why the Company believes this treatment is appropriate.  We may have
further comment upon receipt of your response.

2

            Response:

Status at September 30, 2007

As of September 30, 2007, no obligation for the 2010 redemption of Herald Publishing Company, LLC’s (“Herald”) 5% interest in St. Louis Post-Dispatch LLC and STL Distribution Services LLC (the “Herald Put”) or for the 2015 liquidation value of Herald’s 5% interest (the “2015 Liquidation”) is being recognized in the Company’s consolidated financial statements under EITF Topic D-98 (“EITF D-98”).  Changes in the potential value of the Herald Put and 2015 Liquidation are also not being recognized.

Accounting Treatment by the Company

Upon acquisition of Pulitzer Inc. (“Pulitzer”) in 2005, the Company obtained a 95% interest in St. Louis Post-Dispatch LLC and STL Distribution Services LLC (the “LLCs”).  Since that date the Company has been consolidating the financial statements of Pulitzer, as well as the LLCs.  The remaining 5% of the LLCs is held by Herald.  As described in Note 19 to the 2007 Form 10-K, Herald holds a one-time right to require the LLCs to redeem the Herald Put on May 1, 2010.

The redemption price of the Herald Put will be calculated based on the following formula:

P = $275,000,000 – [$306,000,000 – T – D]

Where:

P = the put price adjusted for the time value of money through May 1, 2010.

T = the present value on May 1, 2000 of the taxes payable by Herald in 2010 on the initial distribution of $306,000,000 and the put price received upon exercise of the Herald Put.

D = the present value on May 1, 2000 of the distributions received by Herald from the LLCs from May 1, 2000 through May 1, 2010.

The LLCs have a limited life that ends on May 1, 2015.  On that date the LLCs will be liquidated.  In the event that Herald does not exercise the Herald Put in 2010, Pulitzer will be required to redeem Herald’s 5% interest in the LLCs at fair value under the 2015 Liquidation, subject to a cap.

Upon acquisition of Pulitzer in 2005 the Company recognized the acquisition of the LLCs as purchase business combinations in accordance with FASB Statement 141 (“FASB 141”).  Under FASB 141 the Company allocated the purchase price paid to the net assets (including identifiable intangible assets) acquired to the extent acquired (at 95%).  The Company recognized Herald’s minority interest based on 5% of the carrying value of the LLCs net assets.

Prior to the Company’s acquisition of Pulitzer, Pulitzer did not apply the measurement provisions of EITF D-98 to Herald’s minority interest.  Therefore, the carrying value of

3

Herald’s minority interest was solely a result of application of Accounting Research Bulletin 51 (“ARB 51”) (i.e., historical cost adjusted for an allocation of 5% of LLC earnings to Herald).  The carrying value of Herald’s minority interest did not include any adjustments that Pulitzer would have recognized under EITF D-98 related to the Herald Put.

The Company concluded that the Herald Put and 2015 Liquidation were not freestanding financial instruments but rather are embedded in the 5% equity interest held by Herald because neither is legally detachable, assignable or separately exercisable.  Therefore, the Company first considered whether the equity held by Herald would be subject to FASB Statement 150 (“FASB 150”).  The Company concluded that the 5% interest held by Herald is not subject to FASB 150 because the shares are not unconditionally redeemable under the Herald Put and the 2015 Liquidation qualifies for the indefinite deferral of FASB 150 in paragraph 7(a) of FSP 150-3.

The Company also considered whether the Herald Put and 2015 Liquidation would require bifurcation and recognition as a separate embedded derivative under the provisions of paragraph 12 of FASB Statement 133 (“FASB 133”).  The Company concluded that neither the Herald Put nor the 2015 Liquidation requires bifurcation because if those features were freestanding instruments they would not be considered derivatives pursuant to paragraphs 6 through 11 of FASB 133.  That is, the condition in paragraph 12(c) of FASB 133 is not met.  Specifically, both the Herald Put and the 2015 Liquidation require physical settlement.  Additionally, the equity of the LLCs is not traded on any exchange and, therefore, is not considered to be readily convertible into cash.  Accordingly, the Herald Put and 2015 Liquidation do not meet the net settlement criteria of paragraphs 6(c) and 9 of FASB 133.

The Company has historically not applied the provisions of EITF D-98 to the Herald Put or the 2015 Liquidation.  The Company did not believe it was required to apply the provisions of EITF D-98 to the 2015 Liquidation because it understood that it was an acceptable practice to disclose, rather than record, the redemption rights and amounts of minority interests issued in the form of common stock that is redeemable at fair value.  The Company  also believed it was acceptable to consider the 2015 Liquidation to be a fair value redemption right because, based on the fair value of the LLCs, it has always been considered remote that the fair value of the 5% interest held by Herald will exceed the cap on May 1, 2015.  This is consistent with the SEC Staff’s recently proposed amendment to EITF D-98.  Paragraph 41 of the proposed amendment states in part:

            “Additionally, the SEC Staff is aware that some registrants have not previously applied the measurement guidance in paragraphs 13-17 when a noncontrolling interest issued in the form of a common security is redeemable at fair value.  Those registrants should initially apply that measurement guidance no later than the effective date of Statement 160.  In periods preceding that initial adoption, those registrants should disclose the redemption amount of those securities on the face of the balance sheet, and provide disclosures of the pertinent terms and conditions of those securities in the footnotes.”

As described more fully in Note 19 to the 2007 Form 10-K, the calculation of the Herald Put is essentially formulaic, the primary factor of which is the present value of the after tax cash flows to Herald.  Changes in operating results of the LLCs impact the value of the

4

Herald Put, but not in a significant amount.  As a result, the Herald Put is more akin to a fixed price redemption feature than a fair value redemption feature.

As it pertains to the Herald Put, the Company did not believe it was required to apply the measurement provisions of EITF D-98 because the Company did not believe it was probable that Herald would exercise the put.

At the time the Company acquired Pulitzer, the value and probability of exercise of the Herald Put were analyzed.  The Company concluded at that time it was not probable that Herald would exercise the redemption option, consistent with paragraph 15 of EITF Topic D-98, which states in part:

            “If the security is not redeemable currently (for example, because a contingency has not been met), and it is not probable that the security will become redeemable, subsequent adjustment is not necessary until it is probable that the security will become redeemable.”

On a regular basis, the Company has updated its consideration of the probability of the redemption of the Herald Put.  To date, the Company’s analysis has concluded it is not probable Herald will exercise the redemption option in 2010.  Among the factors supporting this conclusion are the following:

            •

            The Company has not received notice of Herald’s intent to exercise its put option.

            •

            The estimated economic impact to Herald, net of income taxes (as discussed below and absent knowledge of other factors which may be unique to Herald’s tax position) indicates the Herald Put will not be exercised.

            •

            Distributions made by the Company to Herald prior to the 2010 redemption date would directly reduce the calculated value of the Herald Put.  Accordingly, the Company has some ability to influence the likelihood of exercise; as such distributions are within its discretion.

As a result, the Company believed disclosure, rather than financial statement recognition under EITF D-98 remained appropriate and, accordingly, has continued to account for Herald’s minority interest under ARB 51 rather than EITF D-98.

Proposed Action

The Company has reconsidered its interpretation and now believes financial statement recognition of the Herald Put under EITF D-98 is appropriate.

The Company is aware of recent discussions between the SEC and the “Big 4” accounting firms related to the appropriate application of EITF D-98 to redeemable minority interests and the proposed amendment of EITF D-98 as a result of the issuance of FASB Statement 160 (“FASB 160”).  As a result of these developments the Company has now concluded that it should apply the measurement provisions of EITF D-98 to Herald’s minority interest.  Additionally, the Company has also concluded that Pulitzer should have applied EITF D-98 prior to its acquisition by the Company.  The Company will furnish the Staff a Q&A prepared by Deloitte & Touche on this topic, if desired.

5

The Company has also concluded that paragraph 15 of EITF D-98 does not allow a probability assessment of whether a security will be redeemed.  Rather it requires an assessment of the probability whether “a security will become redeemable.”  Since the Herald Put will become exercisable based solely on the passage of time, it is certain that the security will become redeemable.  Accordingly, the Company has concluded it should follow the recognition provisions of paragraph 16 of EITF D-98.

The Company has decided to elect the method in paragraph 16(b) of EITF D-98 as its accounting policy for adjusting the carrying value of the minority interest.  Under this policy the Company will adjust the minority interest to equal the redemption value at each balance sheet date.  The Company understands that members of the Big 4 accounting firms recently discussed the application of EITF D-98 to redeemable minority interests with members of the Office of the Chief Accountant of the SEC.  According to this guidance the Company will apply both ARB 51 and EITF D-98.  The Company will record the minority interest carrying value at the higher of (1) the redemption value or (2) the amount that would result from application of consolidation accounting under ARB 51 (i.e., the historical cost, increased or decreased for the minority interest’s share of net income or loss and dividends).

Had Pulitzer applied EITF D-98 prior to its acquisition by the Company, the carrying value of Herald’s minority interest would have been equal to the redemption value of the Herald Put on the acquisitio

July 21, 2006

Mail Stop 3561

Via US Mail and Facsimile

Mr. Carl G. Schmidt
Vice President, Chief Financial Officer and Treasurer
201 N. Harrison Street, Suite 600
Davenport, Iowa 52801

Re: Lee Enterprises, Incorporated
 Form 10-K for the year ended September 30, 2005
 Form 10-Q for the quarterly  period ended December 30, 2005
 Commission file #: 001-06227

Dear Mr. Schmidt:

We have completed our review of your Form 10-K and related filings and have no further
comments at this time.

        S i n c e r e l y ,

        L i n d a  C v r k e l
        B r a n c h  C h i e f

CORRESP
1
filename1.htm

            Mississippi Plaza

            201 N. Harrison St.

            Davenport, IA 52801-1939

            www.lee.net

            Carl G. Schmidt

            Vice President, Chief Financial Officer

            and Treasurer

            (563) 383-2179

            Fax: (563) 327-2600

            carl.schmidt@lee.net

July 18, 2006

Ms. Linda Cvrkel

Branch Chief

Securities and Exchange Commission

100 F Street, N.E.

Washington, D. C. 20549

            Re:

            Lee Enterprises, Incorporated

            Form 10-K for the year ended September 30, 2005

            Commission File No. 1-6227

Dear Ms. Cvrkel:

The following is in response to your May 5, 2006 letter, and our subsequent telephone conferences on May 9, 2006 and earlier today.

Comment 1

Background

The Company engaged Bearing Point, Inc. to assist in the comprehensive valuation of the intangible assets as of the acquisition date of Pulitzer, including a determination of the estimated useful lives of intangible assets.  The Company utilized the requirements of SFAS 141 in its valuation process, including use of historical attrition information, as well as expected future revenue growth from existing advertisers, and operating margins generated from such advertisers.

For your information, advertising revenue generally represents more than 75% of the total revenue of a newspaper.  As a result, the expected use of the advertising asset relationship is paramount to the future success of the business.  In all of the Pulitzer locations, the acquired newspaper is the only, or at a minimum, the primary daily newspaper in the market area.  This position makes newspapers an important vehicle for advertising by businesses with national scope, such as Target or Home Depot, as well as area businesses, such as real

1

estate brokers, auto dealers, grocers, other retailers and more.  This is especially true in the St. Louis market, and mid-size and smaller markets characteristic of the Company’s locations, that do not have the same degree of penetration of competing media as larger metropolitan markets, such as New York or Chicago.

Advertiser relationships, over the last several years, have also been extended to include online advertising on the newspapers’ local websites, further increasing the value of the relationship to the Company and the advertiser.

Many relationships with advertisers are subject to annual or other contracts, which are routinely renewed, without substantial cost or material modification, other than routine price and volume changes.  Maintenance expenditures are not a factor.

Attrition Rates

The short period of time required to respond to the Staff’s April 6, 2006 letter did not allow for a complete analysis of attrition rates.  As a result, the attrition rates provided to the Staff in the Company’s letter dated May 1, 2006 were not fully developed, for the following reasons:

            •

            The preceding year’s active customers were used to calculate attrition, instead of use of a fixed, base year, customer universe. As a result, the base was not consistent.  For example, the 2005 attrition rate used the 2004 active customers as the base instead of 2003. All the new customers in 2004 that did not advertise in 2005 were counted as inactive, but should have been excluded from the base as well.

            •

            Customers were categorized in specific advertising categories (retail, pre-print, national, etc).  If a customer did not advertise the following period in that specific category, it was counted as inactive. Using a more accurate method, they are counted as active provided they advertised, regardless of the category.

            •

            In the St. Louis market, it is common for advertisers to switch back and forth between the St. Louis Post-Dispatch (PD) and the Suburban Journals (SJ).  Under the previous method, this factor was not taken into account.  Using a more accurate method, if an advertiser is active in the PD one period and active in the SJ the following period, they would not be recorded as inactive in the PD.  As long as they advertise in one or the other during the period, they are counted as active.

As a result of your May 5, 2006 letter, our subsequent May 9, 2006 telephone conference, and the preliminary nature of the Company’s attrition rate calculations in our May 1, 2006 letter, the Company revised its calculations of attrition rates for the PD and the SJ, which together comprise approximately 63% of the identified advertising intangible assets.

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Following is a revised comparison of attrition rates for the PD and SJ, including those used in the original valuation:

            Used in Valuation

            YE Dec 2004

            YE Dec 2005

            LTM May 2006

            St. Louis Post-Dispatch

            6.54%

            4.85%

            5.86%

            6.62%

            Suburban Journals

            12.01%

            15.90%

            9.67%

            9.91%

As you know, use of lower attrition rates than used in the original valuation would increase the useful life of the intangible asset.  The updated attrition rates also reflect a weaker advertising environment for the last twelve months ended May 2006, which does not appear to have had a significant impact on attrition.  Based on the more thorough analysis of attrition rates performed, the Company concludes that the original attrition rates used in the valuation remain appropriate.

Changes in Other Assumptions

Recognizing the concerns of the Staff related to the overall useful life of advertising intangibles, as expressed in its May 5, 2006 letter and our subsequent May 9, 2006 telephone conference, as well as the weaker environment for advertising that exists today, the Company revisited other key assumptions in the original valuation, as described below.

Advertising Growth Rates

The Company revised its assumptions with regard to future growth rates for advertising from its existing customer base for all years projected in the valuation.  These revisions have only a nominal impact on the estimated useful life of the advertising intangibles.

Operating Margins

During our May 9, 2006 telephone conference, the Staff made reference to the operating margins used in the original analysis, comparing such margins to the overall operating margins of Pulitzer.  The Company has made a further review of such margins and left such assumptions unchanged.  The overall operating margins of Pulitzer were historically reduced by significant corporate costs that do not exist today, as well as by lower operating margins related to other aspects of Pulitzer’s business not relevant to the analysis of advertising intangibles.  In addition, the references to “operating margins” in the valuation analysis are actually EBITDA margins, which are more reflective of cash flows and, of course, higher than true operating margins due to the absence of depreciation and amortization expense.

3

End Point of Useful Life

Finally, the original valuation assumed the useful life ended upon realization of 95% of the value of the original asset.  Bearing Point advises that it uses 95% in all its valuations, is aware of other firms using this estimate, and that such a rate is also acceptable to the IRS.  In light of the advertising environment that exists today, a more current view would revise this assumption to truncate the useful life upon realization of 90% of the original asset. The Company has effected this change for the PD and Tucson, the two largest entities, and the two entities with the longest useful lives.

Impact of Changes in Assumptions

The effect of the changes described above is to reduce the estimated useful lives of the advertising intangible assets as follows:

            Used in Valuation

            Revised

            St. Louis Post-Dispatch

            24

            19

            Tucson

            20

            15

            Overall

            20.9

            17.3

            Overall, Excluding Tucson

            21.0

            17.6

The Company intends to account for the reduction in the average useful life from 21 years to 17 years as a change in estimate, in accordance with SFAS 154.  The incremental amortization expense from the change in estimated useful life is approximately $5.5 million per year, beginning in the month of June 2006.

Impairment

The Company has also reviewed its fair value calculations of indefinite life masthead intangible assets in accordance with SFAS 142, using current assumptions, and concluded that its aggregate value should be reduced by approximately $5.5 million.  This charge will be recorded as of June 30, 2006.

Disclosure

The Company intends to add language similar to the following to its Form 10-Q for the three months ended June 30, 2006:

The Company, based on its most recent analysis and  in conjunction with its  ongoing  requirement to assess the estimated useful lives of intangible assets, has concluded that the period of economic benefit of certain identified intangible assets related to the Pulitzer acquisition has decreased.  As a result, the weighted-average useful life of customer lists will be decreased prospectively from approximately 21 years to 17 years.

4

The change in estimated useful life of such assets resulted in recognition of additional amortization expense of $0.5 million in the three months ended June 30, 2006, of which $0.1 million is recorded in equity in earnings of associated companies.  The Company expects amortization expense to increase by approximately $1.4 million in the three months ending September 2006 and $5.5 million in its fiscal year ending September 2007.  This change in non-cash amortization expense has no impact on the Company’s cash flows or debt covenants.

In the three months ended June 30, 2006, the Company also recorded a separate non-cash charge of $5.5 million to reduce the value of non-amortized masthead intangible assets of Pulitzer, of which $4.9 million is recorded in amortization expense and $0.6 million is recorded in equity in earnings of associated companies.

*  *  *  *

Please contact me at 563-383-2179 or Carl.Schmidt@lee.net if you wish to further discuss any of the above matters.

Sincerely,

Carl G. Schmidt

Vice President, Chief Financial Officer and Treasurer

5

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

						May 5, 2006

Mail Stop 3561

Via US Mail and Facsimile

Mr. Carl G. Schmidt
Vice President, Chief Financial Officer and Treasurer
201 N. Harrison Street, Suite 600
Davenport, Iowa 52801

Re:	Lee Enterprises, Incorporated
	Form 10-K for the year ended September 30, 2005
	Form 10-Q for the quarterly period ended December 30, 2005
	Commission file #: 001-06227

Dear Mr. Schmidt:

We have reviewed your May 1, 2006 response letter and have the
following comments.  Please file an amended Form 10-K in response
to
our request for expanded or revised disclosure.  If you disagree,
we
will consider your explanation as to why our comments are
inapplicable
or a revision is unnecessary.  We also ask you to provide us with
supplemental information so we may better understand your
disclosure.
Please be as detailed as necessary in your explanation.  We look
forward to working with you in these respects and welcome any
questions you may have about any aspects of our review.

* * * * * * * * * * * * * * * * * * * * * * *

Form 10-K for the year ended September 30, 2005

1. We have reviewed your responses to our prior comment numbers 1
and
2 but continue to believe that your use of weighted average useful
lives of 21 years for the advertiser lists acquired in the
Pulitzer
acquisition, when used in conjunction with the straight-line
method of
amortization, are not appropriate. In this regard, both the
historical
rates of amortization provided in your last response, and those
used
subsequent to the acquisition, are indicative that little if any
benefit will be generated from the advertiser lists in the later
portion of the 21 year useful lives being used for your advertiser
list. This conclusion is based upon the fact that since the date
of
the acquisition, through March 2006, a period of only a little
more
than a year, the Company has already lost between 10 and 20% of
the
customer list acquired based on your latest response.
Additionally, we
do not concur with the statement included in your response which
indicates that if attrition rates based on the latest full year of
information available were used, the value for the advertiser
lists
would decrease and goodwill recognized would increase by a
corresponding amount. Instead, we believe that the increased
attrition
rates would not only change the valuation of the intangible, but
would
also result in a significantly shortened useful life. Furthermore,
we
do not concur with your conclusion that the straight-line method
provides a better match to the expected future benefits to be
derived
from the advertising list. In this regard, we believe that the
expense
recognized should be matched to the benefit derived from the
intangible asset acquired, which should not include expected
revenue
growth as you have indicated in your response.

Given the above factors, please file an amended Form 10-K for the
year
ended September 30, 2005 to revise your amortization of the
customer
lists acquired in the Pulitzer acquisition to either use a shorter
useful life in line with your recent attrition rates, or to
recognize
the amortization of these assets on an accelerated basis. We
believe
these changes in amortization are necessary so that the customer
lists
acquired are amortized in the periods in which the related
benefits
from the list are derived.

* * * * * * * * * * * * * * * * * * * * * * *

As appropriate, please respond via EDGAR to these comments within
10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments
and provides any requested supplemental information.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

You may contact Claire Erlanger at 202-551-3301 or Linda Cvrkel at
202-551-3813 if you have questions.

								Sincerely,

								Linda Cvrkel
								Branch Chief
Mr. Carl G. Schmidt
Lee Enterprises
May 5, 2006
Page 1

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            Mississippi Plaza

            201 N. Harrison St.

            Davenport, IA 52801-1939

            www.lee.net

            Carl G. Schmidt

            Vice President, Chief Financial Officer

            and Treasurer

            (563) 383-2179

            Fax: (563) 327-2600

            carl.schmidt@lee.net

May 1, 2006

Ms. Linda Cvrkel

Branch Chief

Securities and Exchange Commission

100 F Street, N.E.

Washington, D. C. 20549

            Re:

            Lee Enterprises, Incorporated

            Form 10-K for the year ended September 30, 2005

            Commission File No. 1-6227

Dear Ms. Cvrkel:

The following is in response to your April 6, 2006 letter.

Comment 1

The Company believes that the period used (2003 – 2004) was appropriate for the following reasons:

            1.

            The period used represents the most recent actual data compiled from advertiser lists at the date of acquisition.

            2.

            The Company believes that the period used represents a typical year and was not aware of unusual activity that occurred which may have skewed the attrition rates.

The table below presents the attrition rates for the St. Louis Post-Dispatch, Suburban Journals and the Arizona JV.  These locations represent approximately 76% of the total value of the advertiser lists.

1

            (000s)

Location

            Attrition Rate

Jan 2004 –

Dec. 2004

(used for

valuation)

Attrition Rate

June 2005 –

March 2006

Attrition Rate

April 2005 –

March 2006

Attrition Rate

Jan 2005 –

Dec. 2005

            St. Louis

Post-Dispatch

6.54%

10.48%

9.46%

8.86%

            Suburban

Journals

12.01%

19.49%

16.69%

16.59%

            Arizona

JV(50%

ownership)

9.05%

11.90%

11.20%

7.70%

            Total Value (1)

            $595,608

            $497,888

            $504,578

            $537,059

            Weighted

Average

Useful Life (1)

21 Years

17 Years

17 Years

19 Years

            Annual

Amortization

$28,362

$29,288

$29,681

$28,266

(1)  Excludes 5% minority interest of the St. Louis Post-Dispatch.

The third column shows the information the Staff requested for the period since the acquisition.  Actual data to date  covers the ten-month period from June 2005 through March 2006.  This data is not representative as it does not cover a full year.  There are numerous advertisers that would have been active in April and May 2006 that would not be included in the calculation.  As an alternative, the Company has included information for the twelve-month period ended March 2006, the last full year for which information is available, as well as for calendar year 2005.

As shown in the table above, the actual attrition rates for the three properties generally increased from the period used for the valuation.  This is explained by the unusually weak advertising environment that has existed since October 2005.  Management believes that the actual attrition rates will return to normal levels.  Therefore, the Company believes that the attrition rates for the periods after the acquisition date do not reflect the value at the time of acquisition.

If attrition rates based on the latest full year information available were used, the value for the advertiser lists would decrease as shown in the table above.  As a result, the amount of goodwill reported for the acquisition would increase by a corresponding amount.  However, the overall effect on the Company’s operating income would not be material, and there is no impact on cash flows.

2

Once again, however, we must caution the Staff that the valuation of advertiser lists is based on several factors.  The analysis above is hypothetical and does not take into account changes in revenue growth or operating margins.

Comment 2

According to the Statement of Financial Accounting Standards No. 142, paragraph 12: “The method of amortization shall reflect the pattern in which the economic benefits of the intangible assets are consumed or otherwise used up.  If that pattern can not be reliably determined, a straight-line amortization method shall be used.”

Alternative amortization methods were considered.  The Company believes that the straight-line method provides a better match to the expected future benefits.  As displayed in Exhibit 2.1 of the valuation report which was previously submitted, the survivor operating income is relatively constant from year to year.  This is due to the fact that the decrease attributable to the attrition rate is partially offset by expected revenue growth.

*  *  *  *

Please contact me at 563-383-2179 or Carl.Schmidt@lee.net if you wish to further discuss any of the above matters.

Sincerely,

Carl G. Schmidt

Vice President, Chief Financial Officer and Treasurer

3

CORRESP
1
filename1.htm

LEE ENTERPRISES, INCORPORATED

201 N. Harrison Street, Suite 600

Davenport, Iowa 52801-1924

April 19, 2006

Ms. Linda Cvrkel

Branch Chief

Securities and Exchange Commission

100 F. Street, N.E.

Washington, DC  20549

            Re:

            Lee Enterprises, Incorporated

            Form 10-K for the year ended September 30, 2005

            Commission File No. 1-6227

Dear Ms. Cvrkel:

This is in response to your comment letter of April 6, 2006, which was received by Lee Enterprises, Incorporated via facsimile on April 6, 2006.  In order to complete our response, we have requested additional information and analysis from Bearing Point, Inc., which we expect to receive next week.  We therefore request an extension to respond to the comments contained in your letter and will furnish them to you via EDGAR no later than May 1, 2006.  Absent advice to the contrary, we will assume that this is satisfactory.

            Very truly yours,

            C. D. Waterman III

            Secretary and General Counsel

CDWIII/dc

cc/Mr. Carl G. Schmidt

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

						April 6, 2006

Mail Stop 3561

Via US Mail and Facsimile

Mr. Carl G. Schmidt
Vice President, Chief Financial Officer and Treasurer
201 N. Harrison Street, Suite 600
Davenport, Iowa 52801

Re:	Lee Enterprises, Incorporated
	Form 10-K for the year ended September 30, 2005
	Form 10-Q for the quarterly period ended December 30, 2005
	Commission file #: 001-06227

Dear Mr. Schmidt:

We have reviewed your March 24, 2006 response letter and have the
following comments.  Where expanded or revised disclosure is
requested, you may comply with these comments in future filings.
If
you disagree, we will consider your explanation as to why our
comments are inapplicable or a revision is unnecessary.  We also
ask
you to provide us with supplemental information so we may better
understand your disclosure.  Please be as detailed as necessary in
your explanation.  We look forward to working with you in these
respects and welcome any questions you may have about any aspects
of
our review.

* * * * * * * * * * * * * * * * * * * * * * *

Form 10-K for the year ended September 30, 2005

Note 2. Acquisitions

1. We note your supplemental letter detailing historical attrition
rate information but do not believe that it adequately addresses
the
concerns raised in our prior comment number 2. Please explain to
us
why you believe it was appropriate to use an attrition rate based
on
information from only one period (2003 to 2004).  Additionally,
please provide us information on the actual attrition rates of
these
advertisers since the acquisition in June 2005 and tell us how
that
would have affected your calculation of the intangible asset as of
the date of the acquisition.  We may have further comment upon
receipt of your response.

2. Also, we note from the Company`s response that the useful lives
of
customer lists were further determined by the point at which 95%
of
the expected future value is achieved based on the cash flow
generated by such customer lists. Since it appears you will derive
more value from these customer lists in periods immediately
following
the acquisition than in subsequent periods, it appears that a
method
of amortizing the customer list intangibles which results in
increased amortization in earlier periods and lesser amortization
in
later periods may be more appropriate than the use of the
straight-
line method. Please tell us what if any consideration was given to
amortizing the customer relationship intangibles using a method
that
is based on the expected revenues or benefits to be derived from
the
customer list intangible. We may have further comment upon receipt
of
your response.

* * * * * * * * * * * * * * * * * * * * * * *

As appropriate, please respond via EDGAR to these comments within
10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments and provides any requested supplemental information.
Please
understand that we may have additional comments after reviewing
your
responses to our comments.

You may contact Claire Erlanger at 202-551-3301 or Linda Cvrkel at
202-551-3813 if you have questions.

								Sincerely,

								Linda Cvrkel
								Branch Chief
Mr. Carl G. Schmidt
Lee Enterprises
April 6, 2006
Page 1

</TEXT>
</DOCUMENT>

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            Mississippi Plaza

            201 N. Harrison St.

            Davenport, IA 52801-1939

            www.lee.net

            Carl G. Schmidt

            Vice President, Chief Financial Officer

            and Treasurer

            (563) 383-2179

            Fax: (563) 327-2600

            carl.schmidt@lee.net

March 24, 2006

Mr. Joseph A. Foti

Senior Assistant Chief Accountant

Securities and Exchange Commission

100 F Street, N.E.

Washington, D. C. 20549

            Re:

            Lee Enterprises, Incorporated

            Form 10-K for the year ended September 30, 2005

            Commission File No. 1-6227

Dear Mr. Foti:

The following is in response to your March 10, 2006 letter.

Comment 1

The reasons for the differences between the amounts summarized in the Bearing Point report and the Company’s purchase price allocation relate to the classification of a separate pool of intangible assets for the investment in Tucson (TNI Partners, which is accounted for under the equity method and included in long-term investments in the purchase price allocation detailed in Note 2 to the Consolidated Financial Statements and which intangibles are disclosed in Note 4 of the consolidated Financial Statements) and the existence of a 5% minority interest in St. Louis Post-Dispatch LLC (PD LLC), as described in Note 1 to the Consolidated Financial Statements.  Accordingly, only the 95% interest was recorded related to these intangibles.  A reconciliation of amounts from the Bearing Point report to the Form 10-K follows:

            (Thousands)

            Customer Lists

            Subscriber Lists

            Mastheads

            Bearing Point summary

            614,012

            59,311

            61,052

            Less:

            TNI Partners

            78,878

            7,894

            5,864

            PD LLC 5% minority interest

            18,404

            1,513

            2,069

            2005 Form 10-K

            516,730

            49,902

            53,118

1

Comment 2

The Company engaged Bearing Point, Inc. to assist in the comprehensive valuation of the tangible and intangible assets of Pulitzer, including a determination of the estimated useful lives of intangible assets.  The Company utilized the requirements of FASB 142 in its valuation process.

The “churn” or attrition rates are only one of several factors that affect the estimated useful lives of the advertiser lists.  The other determinative factors are the expected future revenue growth from existing advertisers and the operating margins generated by such advertisers.

The future attrition rates utilized in the valuation were developed by analyzing actual data from 2003 and 2004 for each of the newspapers included in the acquisition. The amount of revenue dollars that was lost due to inactive accounts over a twelve month period was compared to the base year noted above to develop an attrition rate.  The attrition rate (survivorship) for each specific newspaper is shown in the valuation report (Exhibits 2.1 through 2.15) that was forwarded previously.  The historical detail that supports the determination of future attrition rates will be forwarded under separate cover, as the Company requests this information remain confidential.

The useful lives of customer lists were further determined by the point at which 95% of the expected future value is achieved based on the cash flow generated by such customer lists.  As discussed above, the cash flow is influenced by the expected future revenue growth, operating margins and the attrition rate.  Exhibit 2.1 in the report forwarded previously details the calculation of the useful life for the largest of the Pulitzer newspapers, the St. Louis Post-Dispatch.  Ninety-five percent of the expected future value is obtained in year 2029, which is 24 years after the acquisition.  Once the useful life for each individual customer list was determined, it was weighted by the expected future revenue to determine a weighted average useful life for the overall intangible asset, resulting in the life of 21 years.

*  *  *  *

Please contact me at 563-383-2179 or Carl.Schmidt@lee.net if you wish to further discuss any of the above matters.

Sincerely,

Carl G. Schmidt

Vice President, Chief Financial Officer and Treasurer

2

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

						March 10, 2006

Mail Stop 3561

Via US Mail and Facsimile

Mr. Carl G. Schmidt
Vice President, Chief Financial Officer and Treasurer
201 N. Harrison Street, Suite 600
Davenport, Iowa 52801

Re:	Lee Enterprises, Incorporated
	Form 10-K for the year ended September 30, 2005
	Form 10-Q for the quarterly period ended December 30, 2005
	Commission file #: 001-06227

Dear Mr. Schmidt:

We have reviewed your February 23, 2006 response letter and have
the
following comments.  Where expanded or revised disclosure is
requested, you may comply with these comments in future filings.
If
you disagree, we will consider your explanation as to why our
comments are inapplicable or a revision is unnecessary.  We also
ask
you to provide us with supplemental information so we may better
understand your disclosure.  Please be as detailed as necessary in
your explanation.  We look forward to working with you in these
respects and welcome any questions you may have about any aspects
of
our review.

* * * * * * * * * * * * * * * * * * * * * * *

Form 10-K for the year ended September 30, 2005

Note 2. Acquisitions

1. We note from your response to our prior comment 3 that you
utilized a valuation report of a review performed by Bearing Point
in
the valuation of your intangible assets.  Please explain to us why
the value of intangible assets as summarized by Bearing Point on
page
7 of their report is not the amount used in your purchase price
allocation of Pulitzer for each category of intangible (customer
lists, newspaper subscriber lists, and mastheads).

2. Also, we do not believe that your response or the valuation
report
provided adequately addressed the concerns raised in our prior
comment number 3. Based on our review of the valuation report
provided in connection with your response, it appears that the
useful
lives used were based on management`s estimates of "churn rates"
as
described on page 10 of the valuation report. Accordingly, as
requested in our prior comment, please provide us with detail of
the
historical retention/attrition rates with respect to Pulitzer`s
advertisers and explain how this historical experience supports
the
use of a 21 year useful life for customers acquired in the
Pulitzer
acquisition. We may have further comment upon receipt of your
response.

* * * * * * * * * * * * * * * * * * * * * * *

As appropriate, please respond via EDGAR to these comments within
10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments and provides any requested supplemental information.
Please
understand that we may have additional comments after reviewing
your
responses to our comments.

You may contact Claire Erlanger at 202-551-3301 or Linda Cvrkel at
202-551-3813 if you have questions.

								Sincerely,

								Joseph A. Foti
								Senior Assistant Chief
Accountant
??

??

??

??

Mr. Carl G. Schmidt
Lee Enterprises
March 10, 2006
Page 1

</TEXT>
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1
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            Mississippi Plaza

            201 N. Harrison St.

            Davenport, IA 52801-1939

            www.lee.net

            Carl G. Schmidt

            Vice President, Chief Financial Officer

            and Treasurer

            (563) 383-2179

            Fax: (563) 327-2600

            carl.schmidt@lee.net

February 23, 2006

Ms. Linda Cvrkel

Branch Chief

Securities and Exchange Commission

100 F Street, N.E.

Washington, D. C. 20549

            Re:

            Lee Enterprises, Incorporated

            Form 10-K for the year ended September 30, 2005

            Commission File No. 1-6227

Dear Ms. Cvrkel:

The following is in response to your February 8, 2006 letter.

The Company intends to make all changes described herein in future filings.  Unless otherwise noted, the changes will occur in the Form 10-K for the year ending September 30, 2006.

Comment 1

The Company is routinely subject to Federal income tax audits and audits from states (it currently operates in 23 states) where it conducts, or formerly conducted, business.  Several audits are routinely ongoing, as is true at the present time.  In addition, the sale of its broadcast operations in 2001 created substantial gains, further raising the level of attention focused on the Company, especially by the various states.

The majority of the Company’s tax issues tend to be centered around the acquisition or sale of businesses, often related to the apportionment of earnings using the differing formulas of each state.  Certain of the Company’s tax contingency issues within a given state are recurring, and subject to negotiation with the various taxing authorities during each audit cycle.

1

The Company’s policy is to record liabilities for tax contingencies that are based on its historical experience in such matters, including past tax adjustments for the same or similar issues, the risk factors involved in positions taken, proposed adjustments advanced by the various taxing authorities, the advice of experts, including legal counsel, as to the probability of success based on their experience with the Company’s facts and in similar situations, and other factors.  The Company believes this approach meets the probability and estimation tests of FASB 5.  The Company is also aware of the FASB’s initiative with regard to uncertain tax positions, but has not yet adopted such an approach.

The key issue, of course, is the need for estimation under FASB 5.  When the litigation or settlement of such matters has an impact on the Company’s effective income tax rate, such impact is disclosed in Management’s Discussion and Analysis in its periodic filings and, if appropriate, in the Notes to the Consolidated Financial Statements.

The amount of pending audit issues for which an amount has been reserved is approximately $4.4 million, or approximately $2.8 million after reduction for the related Federal income tax benefit.  Appropriate reserves have been accrued for these assessments based on the criteria described above.  The Company has other exposures not yet subject to audit or where audits are incomplete, certain of which are reserved and none of which are individually significant.

Comment 2

The Company appreciates the Staff’s reconsideration of its presentation of equity in earnings of associated companies.  The changes requested by the Staff in the February 8, 2006 letter have been implemented, beginning with the Form 10-Q for the three months ended December 31, 2005.

Comment 3

The Company engaged Bearing Point, Inc. to assist in the comprehensive valuation of the tangible and intangible assets of Pulitzer, including a determination of the estimated useful lives of intangible assets.  The Company utilized the requirements of FASB 142 in its valuation process, including use of historical attrition information, as well as expected future revenue growth from existing advertisers, and operating margins generated from such advertisers.

For your information, advertising revenue represents more than 75% of the total revenue of a newspaper.  As a result, the expected use of the advertising asset relationship is paramount to the future success of the business.  In all of the Pulitzer locations, the acquired newspaper is the only, or at a minimum, the primary daily newspaper in the market area.  This position makes newspapers an important vehicle for advertising by businesses with national scope, such as Target or Home Depot, as well as area businesses, such as real estate brokers, auto dealers, grocers, other retailers and more.  This is especially true in the St.

2

Louis market, and mid-size and smaller markets characteristic of the Company’s locations, that do not have the same degree of penetration of competing media as larger metropolitan markets, such as New York or Chicago.

Advertiser relationships, over the last several years, have also been extended to include online advertising on the newspapers’ local websites, further increasing the value of the relationship to the Company and the advertiser.

Many relationships with advertisers are subject to annual or other contracts, which are routinely renewed, without substantial cost or material modification, other than routine price and volume changes.  Maintenance expenditures are not a factor.

The Company will supplementally provide a copy of the report of Bearing Point, Inc. to the Staff.

Comment 4

While we appreciate the Staff’s attention to detail and complete disclosure, the Company does not believe the materiality of this transaction warrants further disclosure.

Comment 5

The Company agrees with the recommendations of the Staff and will comply in future filings on Form 8-K, to the extent the information requested is available at the time of filing.

*  *  *  *

Please contact me at 563-383-2179 or Carl.Schmidt@lee.net if you wish to further discuss any of the above matters.

Sincerely,

Carl G. Schmidt

Vice President, Chief Financial Officer and Treasurer

3

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

						February 8, 2006

Mail Stop 3561

Via US Mail and Facsimile

Mr. Carl G. Schmidt
Vice President, Chief Financial Officer and Treasurer
201 N. Harrison Street, Suite 600
Davenport, Iowa 52801

Re:	Lee Enterprises, Incorporated
	Form 10-K for the year ended September 30, 2005
	Commission file #: 001-06227

Dear Mr. Schmidt:

We have reviewed your January 30, 2006 response letter and have
the
following comments.  Where expanded or revised disclosure is
requested, you may comply with these comments in future filings.
If
you disagree, we will consider your explanation as to why our
comments are inapplicable or a revision is unnecessary.  We also
ask
you to provide us with supplemental information so we may better
understand your disclosure.  Please be as detailed as necessary in
your explanation.  We look forward to working with you in these
respects and welcome any questions you may have about any aspects
of
our review.
* * * * * * * * * * * * * * * * * * * * * * *

Form 10-K for the year ended September 30, 2005

Management`s Discussion and Analysis

 - Overall Results, pages 19 and 22

1. We note from your response to our prior comment 4 that the
$1,200,000 amount related to settlement of Wisconsin income tax
audit
issues at less than the amount accrued for such issues.  Please
provide us with your accounting policy for accruing for pending
income tax audit issues including how you determine the amount to
be
accrued.  Also, please tell us the nature and amount of any other
pending audit issues for which an amount has been reserved and
explain why you believe recognition of these reserves is
appropriate
and in accordance with SFAS No.5.

Financial Statements

Consolidated Statements of Income and Comprehensive Income

2. We note from your response that you consider the operations of
your unconsolidated subsidiaries to be integral to your
operations.
Based on your response, we do not object to your inclusion of the
equity in your unconsolidated subsidiaries as part of operating
income.  We do however request that in future filings you present
only one line item on the face of the income statement for equity
in
earnings of associated companies and eliminate the subtotal
"operating income, before equity in earnings of associated
companies."  The detailed earnings related to each company should
be
included in the notes to the financial statements however.

Note 2. Acquisitions

- Acquisition of Pulitzer, page 44

3. We note from your response to our prior comment 10 that the
factors used to estimate the useful life of the advertiser lists
include attrition rates of existing advertisers, expected future
revenue growth from existing advertisers, and operating margins
generated by such advertisers.  Please provide us with detail of
the
historical retention/attrition experience of Pulitzers`
advertisers
including an explanation of how this historical experience
supports a
21 year useful life for customers acquired in the Pulitzer
acquisition.  Additionally, please give us details of the analysis
performed, including amounts, to show how the factors listed in
your
prior response were used to arrive at a 21 year useful life.

Note 4. Investments in Associated Companies

4. We note from your response to our prior comment 11 that the
carrying value of the CityXpress notes was $1,129,000 and that you
determined the fair value of the stock issued approximated the
carrying value of the notes at the time of conversion.  Please
tell
us and revise your note in future filings to disclose the
conversion
price that was used to convert the notes into common stock and the
number of common shares received.

Report on Form 8-K/A dated June 3, 2005 (filed June 20, 2005)

5. We note from your response to our prior comment 13 that you do
not
believe further discussion of the estimates related to the
intangibles is necessary in the pro forma financial information
provided.  Please be advised that although estimates were used to
determine the pro forma adjustments related to intangible assets,
the
amounts and any related assumptions should be disclosed in the pro
forma financial information in the Form 8-K.  In future filings,
please indicate the nature and amounts assigned to the various
categories of intangible assets acquired, as estimated to date,
and
disclose the useful lives used to calculate amortization
associated
with each category of intangibles. Also, in addition to disclosing
the amount of debt repaid, please disclose the amount of debt
obtained to fund the transaction and the interest rates used to
calculate any related pro forma adjustments to interest expense,
as
part of the Form 8-K pro forma adjustment assumptions.  Please
note
that all significant assumptions used to calculate pro forma
adjustments should be disclosed in notes to the pro forma
financial
information.

* * * * * * * * * * * * * * * * * * * * * * *

As appropriate, please respond via EDGAR to these comments within
10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments and provides any requested supplemental information.
Please
understand that we may have additional comments after reviewing
your
responses to our comments.

You may contact Claire Erlanger at 202-551-3301 or me at 202-551-
3813
if you have questions.

								Sincerely,

								Linda Cvrkel
								Branch Chief
??

??

??

??

Mr. Carl G. Schmidt
Lee Enterprises
February 8, 2006
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            Mississippi Plaza

            201 N. Harrison St.

            Davenport, IA 52801-1939

            www.lee.net

            Carl G. Schmidt

            Vice President, Chief Financial Officer

            and Treasurer

            (563) 383-2179

            Fax: (563) 327-2600

            carl.schmidt@lee.net

January 30, 2006

Ms. Linda Cvrkel

Branch Chief

Securities and Exchange Commission

100 F Street, N.E.

Washington, D. C. 20549

            Re:

            Lee Enterprises, Incorporated

            Form 10-K for the year ended September 30, 2005

            Commission File No. 1-6227

Dear Ms. Cvrkel:

The following is in response to your January 12, 2006 letter, which was received via facsimile on January 13, 2006.

The Company intends to make all changes described herein in future filings.  Unless otherwise noted, the changes will occur in the Form 10-K for the year ending September 30, 2006.

Comment 1

The Company believes the nature of the expected changes is largely captured in Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) in the 2005 Form 10-K.  The changes in the expected makeup of income from continuing operations are largely related to the impact of the Pulitzer Inc. (“Pulitzer”) acquisition, which is disclosed extensively in the Form 10-K.  Pulitzer operates in certain states which differ from those in which the Company has historically operated.  Such states have different income tax rates and the effect of tax nexus also plays a role.

1

The manufacturing credit is, of course, a new tax law that will be applicable beginning in 2006.  The amount of the expected changes has been estimated, but not with any degree of certainty.

The Company will disclose the estimated effective rate in future filings, beginning with the December 31, 2005 Form 10-Q.

Comment 2

Other operating expenses are comprised of those operating expenses not considered to be compensation, newsprint and ink, depreciation or amortization, all of which are individually significant and separately identified in the Consolidated Statements of Income.  The components of other operating expenses, none of which is individually significant to investors, are detailed below:

            (Thousands)

            Year Ended September 30

            2005

            2004

            2003

            Travel and entertainment

            $10,426

            $8,512

            $8,589

            Office supplies

            9,293

            7,518

            7,389

            Technology

            5,856

            4,908

            4,007

            Postage

            21,537

            16,133

            16,163

            Facilities and telephone

            28,159

            24,880

            25,641

            Production supplies

            9,877

            8,329

            8,394

            Outside services

            27,103

            20,683

            17,056

            Features, services and supplements

            12,676

            10,351

            10,128

            Promotion

            15,397

            11,721

            10,019

            Bad debt

            3,216

            4,284

            3,132

            Insurance

            2,719

            2,685

            2,546

            Delivery

            39,284

            26,624

            25,084

            Professional fees

            7,421

            5,651

            5,340

            Donations

            1,954

            1,721

            1,477

            Employee expenses

            3,788

            3,082

            2,581

            All other

            531

            295

            229

            Total

            $199,237

            $157,377

            $147,775

            Total Same Property %

            0.2%

            5.3%

The aggregate changes in such costs, and on a same property basis, are disclosed in MD&A.  The Company further noted in MD&A the amount of impact of acquisitions on overall operating costs, which accounts for substantially all of the overall change between 2005 and 2004.  In addition, the Company noted in MD&A that costs of new niche publications and expenses to increase circulation contributed to the growth in such costs.

2

To the extent such costs change in a meaningful way in the future, further description of such change is warranted and will be disclosed in future filings.

Comment 3

Transition costs include the following costs, all of which are directly related to the acquisition of Pulitzer, separately identifiable, non-recurring, and not capitalizable under generally accepted accounting principles (“GAAP”):

            •

            $6,296,000 - Bonuses contractually committed by Pulitzer prior to closing paid to former Pulitzer employees related to their retention for 90 days subsequent to the closing.  Such costs could not be recognized by Pulitzer prior to the close of the acquisition due to the 90 day service requirement.

            •

            $886,000 - Consulting, professional and other fees.

            •

            $877,000 - Bonuses to Company staff related to successful consummation of the acquisition, or integration.

            •

            $380,000 - Travel, training and meeting costs for Pulitzer and Company staff related to Pulitzer’s integration.

            •

            $305,000 – Regular compensation paid to Pulitzer employees who were retained temporarily subsequent to closing to assist in the transition process

            •

            $185,000 - Other

The Company will expand its description of such costs in future filings, beginning with Form 10-Q for quarter ended December 31, 2005.

Comment 4

The $1,200,000 amount is related to settlement of Wisconsin income tax audit issues at less than the amount accrued for such issues.  The Company does not believe the nature of the audit, or amount at issue, warrants further discussion in the Form 10-K.

Comment 5

Practices for reporting equity in earnings of affiliates vary widely in the publishing industry, from a component of revenue on one end, to the approach suggested by the Staff.

GAAP requires presentation of this element of the financial statements as a single amount, with which the Company complies.  In addition, Rule 5.03(b)(13) allows for the use of judgment as to the required placement within the income statement when justified by the specific facts and circumstances.

3

The Company believes the following facts and circumstances justify the presentation of equity in earnings as a component of operating income:

            •

            The Company’s equity investments are integral to its business, and the Company has significant involvement in the operations of these investments.

            •

            Certain persons in leadership and other roles in management and/or operations of these equity investments are employees of the Company.

            •

            Significant intercompany transactions occur between the Company and its affiliates.

            •

            Certain of the Company’s services provided to its subsidiaries, such as sales development and training, and information technology expertise, are extended to its affiliates.

Further, the presentation used in the 2005 Form 10-K (and since 2001) is the result of revisions implemented after extensive discussions with the Staff arising from its review of the Company’s 2001 Form 10-K.

The Company believes that exclusion of the results of this affiliate from its operating results would distort its true operating results due to the identical nature of the businesses. Accordingly, and given the use of line item detail in the financial statements, and other extensive information in the notes thereto, the Company believes no revision to its financial statement presentation is necessary.

Comment 6

A key reason for the increase in accounts receivable is the acquisition of Pulitzer.

The Company agrees with the recommendation of the Staff and will comply in future filings, by disclosing the policies regarding uncollectible accounts and determination of delinquent status.

Comment 7

The Company agrees with the recommendation of the Staff and will comply in future filings, by disclosing the amount of interest capitalized.

Comment 8

Rule 12-09 requires the Company to list, by major classes, all valuation and qualifying accounts and reserves into the following two categories (a) those valuation and qualifying accounts which are deducted in the balance sheet from the assets to which they apply and (b) those reserves which support the balance sheet caption: reserves.  The accounts for self-insurance of health care, workers compensation and certain long-term disability costs are recorded as liabilities and are neither deducted in the balance sheet from any assets nor classified in the

4

balance sheet as reserves.  Accordingly, the Company does not believe that such accounts are required to be disclosed as a valuation and qualifying account.

Comment 9

Substantially all of the $1,461,554,000 purchase price disclosed in Note 2 was paid to shareholders and holders of other equity instruments of Pulitzer, based upon a value of $64 per share.  Approximately $11,200,000 of fees and expenses related to the transaction are included in the purchase price.  This amount represents less than 1% of the total disclosed value of the transaction.

As discussed in the forepart of the Form 10-K, the Company’s strategy is to grow through acquisitions of newspapers that serve similar markets.  The Company believes that the utilization of successful selling strategies and tactics, combined with the significant size of the new acquisition, will provide future synergies in a number of operating and administrative areas which resulted in the recording of goodwill in connection with the acquisition.

The Company proposes to disclose the nature and amount of total consideration paid, and the primary reasons for the acquisition, including facts leading to recognition of goodwill, in future filings.

Comment 10

The Company engaged Bearing Point, Inc. to perform a comprehensive valuation of the tangible and intangible assets of Pulitzer, including determining the estimated useful lives of intangible assets.

Several factors affect the useful life of the advertiser lists, including the attrition rates of existing advertisers, expected future revenue growth from existing advertisers, and operating margins generated by such advertisers.

The method used to determine the useful life of the advertiser lists is to determine the point at which approximately 95% of the value is achieved based on the cash flow generated by such advertiser lists. Once the useful life for each individual advertiser list is determined, it is weighted by revenue to determine a weighted average useful life for the overall asset.

Comment 11

At the time of the conversion of loans to equity, the carrying value of the Company’s loans to CityXpress totaled $1,129,000.  The Company determined that the fair value of the stock approximated the carrying value at the time the conversion occurred, based on a stock transaction between CityXpress and another unrelated company which occurred close to the conversion date.  Accordingly, no gain or loss recognition was appropriate.

5

Comment 12

The net additional cost of the reissued shares ($706,000, as disclosed) is being amortized over the remaining vesting period of the reissued shares as a modification of an award in accordance with SFAS 123.

The Company agrees with the recommendation of the Staff and will comply in future filings, by disclosing the accounting treatment.

Comment 13

We refer the Staff to our Form 8-K/A filed June 20, 2005 for substantial additional information regarding the pro forma assumptions, financial statements and notes thereto.

Given the magnitude of the transaction and the incomplete nature of the valuation work being performed at the time of the filing of the required Form 8-K, the values and amortization periods of intangible assets were, of necessity, estimated.  The use of such estimates is disclosed in the June 20, 2005 Form 8-K/A, as well as the financial impact of changes in such estimates.  The Company does not believe that further discussion of the myriad possibilities for such estimates would add meaningfully to the pro forma financial statements, as presented.  The 2005 Form 10-K disclosed the final amounts for amortization of intangible assets.

The amount of debt to finance the transaction is disclosed in Note 7 to the consolidated financial statements.  In Note 7, the Company disclosed that debt was repaid in conjunction with the acquisition of Pulitzer.  The amount repaid will be added in future filings.  Such amount is also disclosed in the Company’s June 20, 2005 Form 8-K/A.

Comment 14

The Company attempts to minimize the use of non-GAAP financial measures, including EPS, when it is practical to do so.  Nonetheless, the Company believes that its use of non-GAAP components of EPS is consistent with Item 10(e) of Regulation S-K.  The Company also believes that its presentation is consistent with and supported by the guidance provided in the Staff's Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures, particularly Questions 8, 9, 10 and 11, and the Answers thereto.  The Company notes that its filings do not include disclosure of cash flow per share, in compliance with SFAS 95.  The Company also notes, as required under Item 10(e), that its disclosures identify the most directly comparable GAAP financial measures with equal or greater prominence, and include reconciliations thereto in its filings.  The Company also explains that it believes the non-GAAP EPS presentation
provides meaningful supplemental information to investors and financial analysts with which to evaluate its financial performance, by excluding expenses and expenditures related to the acquisition of Pulitzer that may not be indicative of its

6

core business operating results and are of a substantially non-recurring nature.   The Company also believes that both management and investors benefit from reference to this non-GAAP financial measure in assessing the Company's performance and in forecasting and analyzing future periods.

*  *  *  *  *

As requested, the Company acknowledges:

            •

            Its responsibility for the adequacy and accuracy of the disclosures in its filings;

            •

            That Staff comments or changes in disclosure in response to Staff comments do not foreclose the SEC from taking any action with respect to the Company’s filings, and;

            •

            The Company may not assert Staff comments as a defense in any proceeding initiated by the SEC or any person under the Federal securities laws of the United States.

Please contact me at 563-383-2179 or Carl.Schmidt@lee.net if you wish to further discuss any of the above matters.

Sincerely,

/s/ Carl G. Schmidt

Carl G. Schmidt

Vice President, Chief Financial Officer and Treasurer

7

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LEE ENTERPRISES, INCORPORATED

201 N. Harrison Street, Suite 600

Davenport, Iowa 52801-1924

January 27, 2006

Ms. Linda Cvrkel

Branch Chief

Securities and Exchange Commission

100 F. Street, N.E.

Washington, DC  20549

            Re:

            Lee Enterprises, Incorporated

            Form 10-K for the year ended September 30, 2005

            Commission File No. 1-6227

Dear Ms. Cvrkel:

This is in response to your January 12, 2006 letter, which was received by Lee Enterprises, Incorporated via facsimile on January 13, 2006.  We are preparing our response to the comments contained in your letter and will furnish them to you via EDGAR no later than February 3, 2006.  Absent advice to the contrary, we will assume that this is satisfactory.

            Very truly yours,

            C. D. Waterman III

            Secretary and General Counsel

CDWIII/dc

cc/Mr. Carl G. Schmidt

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

						January 12, 2006

Mail Stop 3561

Via US Mail and Facsimile

Mr. Carl G. Schmidt
Vice President, Chief Financial Officer and Treasurer
201 N. Harrison Street, Suite 600
Davenport, Iowa 52801

Re:	Lee Enterprises, Incorporated
	Form 10-K for the year ended September 30, 2005
	Commission file #: 001-06227

Dear Mr. Schmidt:

We have reviewed the above referenced filing and have the
following
comments.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

Please understand that the purpose of our review process is to
assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filing.  We look
forward to working with you in these respects.  We welcome any
questions you may have about our comments or any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.
* * * * * * * * * * * * * * * * * * * * * * *

Form 10-K for the year ended September 30, 2005

Management`s Discussion and Analysis

- Continuing Operations, page 17

1. We note that on page 19 you disclose that you believe, absent
unusual tax settlements, the effective income tax rate will
decline
in 2006 due to the initiation of the Federal manufacturing credit
and
changes in the expected makeup of its income from continuing
operations before income taxes.  Please explain to us and discuss
in
MD&A in future filings the nature and amount of the expected
changes
in the makeup of income from continuing operations before income
taxes.  Also, explain why these changes in income from continuing
operations are expected to impact your effective income tax rate
for
2006.

2. We note that "other operating costs" is 30% of total operating
costs.  Please quantify for us the significant components of
"other
operating costs.  In future filings, please expand your MD&A
disclosure to discuss each of the significant components of "other
operating costs" and any significant variances in those components
from year to year.

- Operating Expenses and Results of Operations, page 18

3. Tell us and revise MD&A in future filings to discuss the nature
and amounts of the "transition costs" recognized in the Company`s
financial statements during 2005 in connection with the Pulitzer
acquisition.

- Overall Results, pages 19 and 22

4. We note the disclosure indicating that the Company`s income tax
expense was reduced by $1,200,000 in 2004 due to the favorable
resolution of tax issues during the period. Please tell us and
revise
MD&A in future filings to explain in further detail the nature of
tax
issues that were resolved favorably during 2004 and explain how
these
matters impacted the Company`s tax provision during the period. We
may have further comment upon receipt of your response.

Financial Statements

Consolidated Statements of Income and Comprehensive Income

5. We note your presentation of "operating income, before equity
in
earnings of associated companies" and "operating income" which
includes the equity in earnings of associated companies.  Please
tell
us why you believe it is appropriate to include equity in earnings
of
associated companies as part of operating income.  Note that we do
not generally believe that such amounts should be considered part
of
operating income under Rule 5-03(b)(13) of Regulation S-X but
rather
as a component of other income (expense).  Also, revise future
filings to eliminate the subtotal "operating income, before equity
in
earnings of associated companies" as we do not believe
presentation
of this subtotal is appropriate or in accordance with generally
accepted accounting principles or Regulation S-X.

Notes to the Financial Statements

Note 1. Significant Accounting Policies

- Accounts Receivable, page 41

6. We note that in 2005 your accounts receivable balance has
nearly
doubled in amount.  In future filings, please expand your
disclosure
of your policy for accounts receivable by including your policy
for
charging off uncollectible receivables and your policy for
determining past due or delinquency status (i.e., whether past due
status is based on how recently payments have been received or
contractual terms).  See paragraph 13a-c of SOP 01-6.

- Property and Equipment, page 42

7. We note your disclosure that you capitalize interest as a
component of the costs of constructing major facilities.  Please
disclose in future filings the amount of capitalized interest.
See
paragraph 21 of SFAS 34.

- Uninsured Risks, page 44

8. We note that you maintain a reserve for self-insurance of
health
care, workers compensation, and certain long-term disability costs
of
your employees.  In future filings, please revise Note 18.
Valuation
and Qualifying Accounts to disclose the changes in the reserves
related to your self insurance obligations, to the extent the
amounts
are material.

Note 2.  Acquisitions

- Acquisition of Pulitzer, page 44

9. We note your disclosure that on June 3, 2005 you acquired
Pulitzer
and each share of Pulitzer`s Common Stock and Class B Common Stock
was converted into the right to receive an amount equal to $64 per
share.  Please revise to disclose the nature and the amount of the
total consideration paid to complete the merger.  Also, revise to
disclose the primary reasons for the acquisition, including the
factors that contributed to a purchase price that resulted in
recognition of goodwill.  See paragraph 51 of SFAS No. 141.

10. We note from the disclosure in Note 2 that you are using a
useful
life of 21 years for purposes of amortizing the customer lists
acquired in the Pulitzer acquisition to expense. Please tell us in
further detail how you determined the estimated useful life for
this
intangible asset. As part of your response, please explain the
various factors that were considered in determining that a 21 year
useful life is appropriate and explain why you believe you will
continue to derive benefits from this intangible for a period of
21
years.
      We may have further comment upon review of your response.

Note 4. Investments in Associated Companies

11. We note the disclosure indicating that the Company converted
its
notes receivable from CityXpress to common stock during 2004.
Please
tell us and revise the notes to your financial statements to
disclose
the carrying amount of the notes that were converted into
CityXpress
common stock and indicate the conversion price used to convert the
notes into common stock. As part of your response you should also
explain how the conversion price used was determined and indicate
whether a gain or loss was recorded in connection with this
transaction in accordance with SFAS No.15 or other applicable
accounting literature. We may have further comment upon receipt of
your response.

Note 13. Stock Ownership Plans

12. Please tell us and clarify in the notes to your financial
statements the accounting treatment used with respect to the
cancellation and reissuance of 40,000 shares of restricted common
stock issued to an officer of the Company during 2004.

Report on Form 8-K/A dated June 3, 2005

13. We note that the report on Form 8-K/A dated June 3, 2005
included
pro forma financial information giving effect to the acquisition
of
Pulitzer. We also note from our review of this Form 8-K that the
pro
forma financial information included in this report on Form 8-K
did
not include adequate disclosure regarding the various assumptions
used to determine the pro forma adjustments. In future filings,
disclose all significant assumptions used to determine the pro
forma
adjustments. As part of these disclosures, please indicate the
nature
and amounts assigned to the various categories of intangible
assets
acquired and disclose the useful lives used to calculate
amortization
associated with each category of intangibles. You should also
disclose both the amount of debt obtained to fund the transaction
and
the amount repaid as well as the interest rates used to calculated
any related pro forma adjustments to interest expense.

Reports on Form 8-K dated November 14, 2005 and December 7, 2005

14. We note that you present the non-GAAP measures "diluted EPS,
excluding costs related to acquisition of Pulitzer" and "earnings
per
share, as adjusted" in your reports on Form 8-K dated November 14,
2005 and December 7, 2005, respectively. As outlined in ASR 142,
per
share data other than that related to net income, net assets and
dividends should be avoided in reporting financial results.
Furthermore, as outlined in footnote 11 of FR-65 per share
measures
that are prohibited specifically under GAAP or Commission rules
continue to be prohibited in materials filed with or furnished to
the
Commission. For example, see paragraph 33 of SFAS No.95 which
prohibits the disclosure of cash flow per share. Please confirm
that
you will eliminate disclosure of these non-GAAP earnings per share
measures in future filings.

* * * * * * * * * * * * * * * * * * * * * * *

As appropriate, please respond via EDGAR to these comments within
10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments and provides any requested supplemental information.
Please
understand that we may have additional comments after reviewing
your
responses to our comments.

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings reviewed by the staff to be
certain
that they have provided all information investors require for an
informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

You may contact Claire Erlanger at 202-551-3301 or me at 202-551-
3813
if you have questions.

								Sincerely,

								Linda Cvrkel
								Branch Chief
??

??

??

??

Mr. Carl G. Schmidt
Lee Enterprises
January 12, 2006
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