Company Name: New York Times Co.
Public Availability Date: December 18, 2006

Document Sections:

INQUIRY LETTER
APPENDIX
STAFF REPLY LETTER

[INQUIRY LETTER]
December 8, 2006

Securities and Exchange Commission
Office of the Chief Counsel
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549

Re: The New York Times Company, File No. 1-5837

Ladies and Gentlemen:

The New York Times Company (the "Company") has received a letter from Morgan Stanley Investment Management Limited (the "Proponent") requesting that a proposal (the "Proposal") be included in the Company's proxy soliciting material for its 2007 Annual Meeting of Shareholders to be held on or about April 24, 2007. A copy of the Proponent's letter and the Proposal is attached as Exhibit A.

The Proponent states in its letter that it is the beneficial owner of at least $2,000 worth of Class A Common Stock, has held such Class A Common Stock for over a year and intends to continue to do so through the date of the next annual meeting of shareholders.

The Proposal requests that the following resolution be "put ... to a vote at the upcoming annual meeting":

"RESOLVED, that the shareholders of The New York Times Company (the "Company") recommend that the Board undertake steps to reform the Company's corporate governance, such as by (i) approving for submission to the shareholders a declassification plan that would provide for equal voting rights for all of the Company's shares (i.e., one share, one vote, on all matters), (ii) separating the positions of Chairman and Publisher and requiring that the Board's Chairman be an independent director (as defined by the rules of the New York Stock Exchange), (iii) adopting a policy that provides for a majority of the members of the Compensation Committee and Nominating and Governance Committee to be independent directors elected by the Company's public shareholders."

The Company believes that the Proposal may be omitted from the proxy soliciting material for its next annual meeting of shareholders because[, among other reasons,] the Proponent, as a holder of shares of Class A Common Stock of the Company (a "Class A Stockholder"), is not the owner of "securities entitled to be voted on the [Proposal] at the meeting" as is required by the Securities and Exchange Commission's Rule 14a-8(b)(1).

The Company has two classes of voting stock outstanding: Class A and Class B Common Stock. The Proponent is a Class A Stockholder. The Class A Common Stock has limited voting rights, which, in summary, entitle Class A Stockholders to vote on certain matters specified in the Company's Certificate of Incorporation: for the election of 30% of the Company's board of directors; ratification of the selection of the Company's independent certified public accountants; certain acquisitions; and the reservation of shares of the Company's stock for stock-based plans.

Except as outlined above, and except as otherwise provided by the laws of the State of New York, the Company's Certificate of Incorporation, a copy of which is attached hereto as Exhibit B, provides that:

"[T]he entire voting power shall be vested solely and exclusively in the holders of the shares of Class B Common Stock ... and the holders of the Class A Common Stock shall have no voting power, and shall not have the right to participate in any meeting of stockholders or to have notice thereof."

(See Paragraph (IV) of Article Fourth of the Company's Certificate of Incorporation.)

The Company's dual-class capitalization was already in place before the Company's stock was first listed in 1969 for public trading on a national stock exchange. This capitalization structure was established as a means to manage for the long term and to protect the long-term editorial quality and independence of The New York Times, while at the same time allowing the public to invest in the Company's equity.

As a result of these limited voting rights of the Class A Stockholders, which are set forth in detail in Article Fourth, Paragraphs (II) to (V) of the Company's Certificate of Incorporation, the Class A Stockholders, including the Proponent, would not be entitled to vote upon the Proposal in the event it were submitted to the vote of the stockholders of the Company. Thus, the Proposal may properly be omitted from the proxy material pursuant to Rule 14a-8(b)(1). See SEC Division of Corporation Finance, Staff Legal Bulletin No. 14, Question and Answer C.1.b (2001).

Class A Stockholders of the Company have on prior occasions sought to introduce proposals for consideration at an annual meeting of the Company respecting matters on which they were not entitled to vote. In each instance, the staff of the Division of Corporation Finance has agreed with the Company that such proposals could properly be omitted from the proxy statement since the proponents of such proposals, as Class A Stockholders, were unable to satisfy the requirement of Rule 14a-8 that they be entitled to vote at the Company's meeting on the proposals they intended to present for action. (See the SEC's letters to The New York Times Company, available January 3, 2003, December 21, 1998, December 19, 1997, December 19, 1997, February 24, 1997, December 28, 1994, January 17, 1992, January 22, 1991, January 4, 1991, January 16, 1981, December 22, 1980, January 4, 1979, November 9, 1978, March 25, 1975 and April 1, 1974, copies of which are attached hereto as Exhibit C.)

For the foregoing reasons, the Company believes that the Proposal may properly be omitted from its 2007 proxy material, and it intends to do so. The Company reserves the right, should it be necessary, to present additional reasons for omitting the Proposal. If the staff does not concur with the Company's position, we would appreciate an opportunity to confer with the staff concerning this matter prior to the issuance of a Rule 14a-8 response. The Proponent is requested to copy the undersigned on any response it may choose to make to the staff.

In accordance with Rule 14a-8(j), six additional copies of this letter and the Proposal are enclosed. If you have any questions with respect to the foregoing, please call me at (212) 556-7127.

A copy of this letter, together with the enclosures, is being mailed to the Proponent.

Very truly yours,

/s/

Rhonda L. Brauer

Enclosures

cc: Mr. Hassan Elmasry
Morgan Stanley Investment Management Limited

[APPENDIX]
Shareholder Proposal

RESOLVED, that the shareholders of The New York Times Company (the "Company") recommend that the Board undertake steps to reform the Company's corporate governance, such as by (i) approving for submission to the shareholders a declassification plan that would provide for equal voting rights for all of the Company's shares (i.e., one share, one vote, on all matters), (ii) separating the positions of Chairman and Publisher and requiring that the Board's Chairman be an independent director (as defined by the rules of the New York Stock Exchange), (iii) adopting a policy that provides for a majority of the members of the Compensation Committee and Nominating and Governance Committee to be independent directors elected by the Company's public shareholders.

SUPPORTING STATEMENT

We believe that the Company's current corporate governance practices deviate from what is widely considered to be best practice by corporate governance experts. We believe that these deviations, which may have at one time been designed to protect the editorial independence of the news franchise, are now eroding the foundations of the enterprise which they were created to protect. We believe that governance reforms are required to promote a culture of accountability at the Company.

Our proposal sets forth the key corporate governance areas requiring improvement.

Under the Company's voting structure, the Class A sharesrepresenting more than 99% of the Company's economic equity interestselect only four of the thirteen directors. In contrast, Class B shares represent less than 1% of the Company's economic equity interests yet elect nine directors. We believe the current dual class voting structure fosters a lack of board and management accountability to the Company's public shareholders and enables a minority of shareholders to block accountability. We ask that the Board claim its role as stewards of the Company and recommend a declassification plan to its shareholders that provides for equal voting rights for all of the Company's common shares.

We believe that the Board of Directors' duty to protect all shareholders' interests can only fulfilled with genuinely independent oversight of management. The Company's current Chairman also serves as the senior executive in its largest division (Publisher of The New York Times newspaper), is a Trustee of the Sulzberger Family Trust and is a significant Class B shareholder. These are inherently conflicted positions that thwart effective board oversight. As Publisher of the newspaper, he reports to the Company CEO whom he himself (as Chairman) appoints. As Chairman, he reports to a Board of Directors the majority of whom are elected by the Sulzberger Family Trust on which he himself serves as Trustee.

The Company does not have a single director elected by the public share class on the Compensation Committee, undercutting the integrity and effectiveness of their committee process.

We urge you to vote FOR this proposal.

[STAFF REPLY LETTER]
December 18, 2006

Response of the Office of Chief Counsel Division of Corporation Finance

Re: The New York Times Company Incoming letter dated December 8, 2006

The proposal relates to taking steps to reform the company's corporate governance.

There appears to be some basis for your view that the New York Times may exclude the proposal under rule 14a-8(b). You represent that holders of the New York Times' Class A Common Stock are entitled to vote only on certain matters, which do not include the subject of this proposal. Rule 14a-8(b) requires that in order to be eligible to have a proposal included, a shareholder must hold "at least $2,000 in market value, or 1%, of the company's securities entitled to be voted on the proposal." Accordingly, we will not recommend enforcement action to the Commission if the New York Times omits the proposal from its proxy materials in reliance on rule 14a-8(b).

Sincerely,

/s/

Tamara M. Brightwell
Special Counsel