Rule 424(b)(3)
                                                S-3 Registration No. 333-25847
                                                           May 2, 1997
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Information   contained  herein  is  subject amendment.   A registration  
statement  relating  to these  securities  has been filed with the  Securities
and Exchange  Commission.  These  securities may not be sold nor may offers 
to buy be accepted prior to the date the registration  statement  becomes
effective.  This  prospectus  shall  not  constitute  an  offer  to  sell or the
solicitation of an offer to buy nor shall there be any sale of these  securities
in any State in which such offer,  solicitation  or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
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PROSPECTUS

                          LEE ENTERPRISES, INCORPORATED

                               3,293,286 SHARES OF
                                  COMMON STOCK
                                 $2.00 PAR VALUE

This  Prospectus  pertains to an offering  from time to time of up to  3,293,286
shares of common  stock,  $2.00 par value  (the  "Shares")  of Lee  Enterprises,
Incorporated (the "Company") held by stockholders  (the "Selling  Stockholders")
who directly or  beneficially  received the Shares on March 31, 1995 in exchange
for 50.25% of the outstanding shares of Journal-Star  Printing Co., a subsidiary
which prior to the  acquisition  was 49.75% owned by the  Company.  See "SELLING
STOCKHOLDERS".  The Company will not receive any  proceeds  from the sale of the
Shares  covered  by this  Prospectus.  The  Company  has  agreed to pay  certain
registration  expenses in  connection  with this offering  (excluding  brokerage
commissions) estimated at approximately $41,201.67.

The distribution of the Shares by the Selling  Stockholders may be effected from
time to time,  in one or more  transactions  on the New York Stock  Exchange  or
otherwise,   in  special   offerings,   exchange   distributions   or  secondary
distributions pursuant to and in accordance with the rules of the New York Stock
Exchange,  in the  over-the-counter  market,  in negotiated  transactions,  or a
combination of such methods of sale, at market prices  prevailing at the time of
sale,  at prices  related  to such  prevailing  market  prices or at  negotiated
prices. The Selling  Stockholders may effect such transactions by selling Shares
to or through  broker-dealers,  and such broker-dealers may receive compensation
in the form of underwriting  discounts,  concessions or commissions from Selling
Stockholders  and/or  purchasers  of the Shares  from whom they may act as agent
(which  compensation  may be in excess of customary  commissions).  See "SELLING
STOCKHOLDERS" and "PLAN OF DISTRIBUTION".

The Company's  Common Stock,  $2.00 par value (the "Common  Stock") is traded on
the New York Stock  Exchange  under the symbol LEE.  On  November  9, 1995,  the
Company's Board of Directors declared a two-for-one stock split on the Company's
Common Stock and Class B Common Stock  effected in the form of a stock  dividend
to holders of record on November 20, 1995. All Common Stock data has been stated
herein to reflect the split. On May 1, 1997, the closing price for the Common
Stock on the New York Stock Exchange was $24 7/8.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY  REPRESENTATION  NOT
CONTAINED  IN THIS  PROSPECTUS  AND,  IF  GIVEN  OR MADE,  SUCH  INFORMATION  OR
REPRESENTATION  SHOULD  NOT BE RELIED  UPON AS  HAVING  BEEN  AUTHORIZED  BY THE
COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION
OF AN OFFER TO PURCHASE,  THE  COMPANY'S  COMMON STOCK OR THE SHARES  OFFERED BY
THIS  PROSPECTUS IN ANY  JURISDICTION OR FROM ANY PERSON TO WHOM OR FROM WHOM IT
IS UNLAWFUL  TO MAKE SUCH OFFER OR  SOLICITATION.  NEITHER THE  DELIVERY OF THIS
PROSPECTUS NOR ANY  DISTRIBUTION OF SECURITIES MADE HEREUNDER  SHALL,  UNDER ANY
CIRCUMSTANCES,  CREATE  ANY  IMPLICATION  THAT  THERE  HAS BEEN A CHANGE  IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE OF THIS PROSPECTUS.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                        Prospectus dated May 2, 1997



                              AVAILABLE INFORMATION

Lee Enterprises,  Incorporated, a Delaware corporation, with principal executive
offices at 215 N. Main  Street,  Davenport,  IA 52801,  telephone  number  (319)
383-2100,  is  subject  to the  informational  requirements  of  the  Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in  accordance
therewith  files  reports,  proxy  statements  and  other  information  with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other  information  filed by the Company can be inspected  and copied at the
public reference facilities maintained by the Commission at Judiciary Plaza, 450
Fifth Street,  N.W.,  Washington,  D.C.  20549,  and at the  following  regional
offices of the Commission:  Seven World Trade Center,  13th Floor,  New York, NY
10048;  and Citicorp Center,  500 West Madison Street,  Ste. 1400,  Chicago,  IL
60661.  Copies of such material can also be obtained  from the Public  Reference
Section of the Commission at Seven World Trade Center,  13th Floor, New York, NY
10048, at prescribed rates. The Company's Common Stock is listed on the New York
Stock Exchange  ("NYSE").  Such reports,  proxy statements and other information
can also be inspected at the offices of the NYSE, 20 Broad Street,  New York, NY
10005.  The  Commission  maintains a Web site that contains  reports,  proxy and
information  statements  and  other  information  regarding  issuers  that  file
electronically. The address of such site is http://www.sec.gov.

The Company has filed with the Commission,  450 Fifth Street, N.W.,  Washington,
D.C. 20549, a Registration  Statement on Form S-3 and exhibits thereto under the
Securities Act of 1933, as amended (the "Securities  Act"),  with respect to the
securities offered hereby (the "Registration  Statement").  This Prospectus does
not contain all the  information set forth in the  Registration  Statement which
the  Company  has filed with the  Commission,  certain  items of which have been
omitted  and  are  contained  in  schedules  and  exhibits  to the  Registration
Statement as permitted by the rules and regulations of the Commission. Reference
is hereby  made to such  omitted  portions  for  further  information  about the
Company and the securities offered hereby.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

This  Prospectus  incorporates  documents by reference  which are not  presented
herein or delivered  herewith.  The Company will provide  without charge to each
person to whom this  Prospectus  is  delivered,  upon written or oral request of
such  person,  a  copy  of  any  document  incorporated  by  reference  in  this
Prospectus,  other than exhibits to any such document not specifically described
above.  Requests for such documents  should be directed to Sharon  Bertram,  Lee
Enterprises,  Incorporated,  400 Putnam Building, 215 N. Main Street, Davenport,
IA 52801-1924 (telephone number (319) 383-2100).

The  following  documents  filed  with the  Commission  (file  No.  1-6227)  are
incorporated by reference in, and made a part hereof,  this Prospectus:  (i) the
Company's Annual Report on Form 10-K for the year ended September 30, 1996; (ii)
the Company's  Quarterly  Report on Form 10-Q for the quarter ended December 31,
1996; (iii) the Company's Current Reports on Form 8-K dated November 4, 1996 and
January 30, 1997; (iv) the Company's Registration Statement on Form 8-A filed on
or about  February 28, 1978,  containing a description  of the Company's  Common
Stock;  and (v) the  Company's  Registration  Statement  on Form 8-A filed on or
about February 10, 1986,  containing a description of the Company's Common Stock
and Class B Common Stock.

All  documents  filed by the Company  with the  Commission  pursuant to Sections
13(a),  13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of the offering of the Shares shall be deemed to be
incorporated  by reference in this  Prospectus  and to be a part hereof from the
date of filing of such reports and documents.  Any statement contained herein or
in a document  incorporated  or deemed to be  incorporated  by reference in this
Prospectus  shall be deemed to be modified or  superseded  for  purposes of this
Prospectus  to the  extent  that a  statement  contained  herein or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus. 

                          LEE ENTERPRISES, INCORPORATED

Lee  Enterprises,  Incorporated  owns and  operates  nine  full-service  network
affiliated  television  stations and seven satellite  television  stations,  and
publishes 19 daily  newspapers  and 40 weekly and  specialty  publications.  The
Company's principal executive offices are located at 400 Putnam Building, 215 N.
Main Street, Davenport, IA 52801-1924 (telephone number (319) 383-2100).



                              SELLING STOCKHOLDERS

The following table  identifies the Selling  Stockholders  and indicates (i) the
nature of any position,  office or other material relationship that such Selling
Stockholder  has had within the past three years with the Company (or any of its
predecessors  or affiliates) and (ii) the number of Shares of Common Stock owned
by the Selling  Stockholder prior to the offering and the number of Shares to be
offered  for the  Selling  Stockholder's  account  and the  number of Shares and
percentage of outstanding  Shares to be owned by the Selling  Stockholder  after
completion of the offering. The information is current as of May 1, 1997.

                                                                        Shares
                                                                       and Per-
                                                                      centage of
                                           Shares        Shares          Class
                        Position with      Owned          Sold           Owned
                       or Relationship   Before the      in the        After the
Name(1)                to the Company     Offering      Offering       Offering
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Journal Limited
Partnership (2)               (2)        3,048,760     3,048,760         0 (0%)

Trust for the Benefit
of Fred Seacrest/
Mark T. Seacrest
Share (2)                     (2)          244,526       244,526         0 (0%)

James C. Seacrest
Revocable Trust (2)           (2)              (2)           (2)         0 (0%)

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(1)  Except as  otherwise  indicated in the  footnotes  to the above table,  the
     Company believes the Selling  Stockholders  have sole voting and investment
     powers with  respect to the Shares of Common  Stock  shown  above  opposite
     their respective names.

(2)  On March 31, 1995, the Company issued 3,293,286 shares of its Common Stock,
     $2.00 par  value,  to  Journal  Limited  Partnership,  a  Nebraska  limited
     partnership  ("JLP"),  in exchange for 50.25% of the outstanding  shares of
     Journal-Star  Printing  Co., an affiliate of the Company which prior to the
     acquisition was 49.75% owned by the Company (the "Exchange"). Subsequently,
     JLP distributed  244,526 of the Shares to one of its limited partners,  the
     Trust for the Benefit of Fred  Seacrest/Mark  T. Seacrest Share. The voting
     power and  investment  power with  respect to the Shares held in this Trust
     are exercised by the trustee of the Trust,  National Bank of Commerce Trust
     and Savings  Association,  Lincoln,  Nebraska.  After the effective date of
     this Registration  Statement,  JLP will distribute 31,311 Shares to another
     of its limited partners,  the James C. Seacrest Revocable Trust. The voting
     power and  investment  power with  respect to the Shares held in this Trust
     will be  exercised by the trustee of the Trust,  National  Bank of Commerce
     Trust and Savings Association, Lincoln, Nebraska.

SHAREHOLDERS'  AGREEMENT.  The Selling  Stockholders'  Shares  delivered  by the
Company in the Exchange  are subject to a  Shareholders'  Agreement  between the
Company and JLP dated  February 27,  1995,  as amended by an Addendum and Second
Addendum  to  the  Shareholders'  Agreement  (collectively,  the  "Shareholders'
Agreement"),  which provides for certain  restrictions on the transferability of
the Selling Stockholders' Shares unless such transfers are made in reliance upon
an exemption  under the Securities Act or pursuant to an effective  Registration
Statement filed under the Securities Act.

The  Shareholders'  Agreement also allows the Company,  by notice to the Selling
Stockholders,   to  suspend  any  Transfer  (as  defined  in  the  Shareholders'
Agreement) in order to permit updating of this Prospectus, with such updating or
amendment  to  occur as soon as  reasonably  practicable  after  the date of the
Company's  notice.  No Transfer may be effected until an amendment or supplement
to this Registration Statement becomes effective.



The Shareholders' Agreement further provides that the Company shall use its best
efforts to prepare,  file and have effective a registration  statement under the
Securities  Act  with  respect  to  the  Selling   Stockholders'   Shares.   The
Shareholders'  Agreement is incorporated by reference herein from Exhibit (c)(2)
to the  Company's  Current  Report on Form 8-K,  filed March 31,  1995,  and the
Addendum  to  the  Shareholders'  Agreement  and  the  Second  Addendum  to  the
Shareholders' Agreement are incorporated by reference herein as exhibits to this
Registration Statement.

At December 31, 1996,  3,048,760  Shares held by JLP  represented  8.89% and the
Trust for the Benefit of Fred  Seacrest/ Mark T. Seacrest Share and the James C.
Seacrest  Revocable Trust represented less than 1% of the Company's  outstanding
Common Stock,  respectively.  Aside from its  ownership of the Company's  Common
Stock,  JLP, the Trust for the Benefit of Fred  Seacrest/Mark  T. Seacrest Share
and the James C. Seacrest  Revocable  Trust have no other material  relationship
with the  Company  or any of its  affiliates,  any  director  or  officer of the
Company, or any associate of such director or officer.

                              PLAN OF DISTRIBUTION

The  distribution  of the Selling  Stockholders'  Shares by them may be effected
from time to time,  in one or more  transactions  on the NYSE or  otherwise,  in
special offerings, exchange distributions or secondary distributions pursuant to
and in accordance with the rules of the NYSE, in the over-the counter market, in
negotiated  transactions,  or a  combination  of such methods of sale, at market
prices  prevailing  at the time of sale,  at prices  related to such  prevailing
market prices or at negotiated prices. The Selling  Stockholders may effect such
transactions  by  selling  Shares  to  or  through   broker-dealers,   and  such
broker-dealers may receive  compensation in the form of underwriting  discounts,
concessions or commissions from Selling Stockholders and/or purchasers of Shares
for whom they may act as agent (which compensation may be in excess of customary
commissions).  Selling Stockholders and broker-dealers that participate with the
Selling  Stockholders  in the  distribution  of the  Shares  may be deemed to be
"underwriters"  within the meaning of Section 2(11) of the  Securities  Act, and
any  commissions  received  by them and any profit on the resale of the  Selling
Stockholders' Shares may be deemed to be underwriting compensation.

                                  LEGAL OPINION

The legality of the Common Stock  offered  hereby has been passed upon by Lane &
Waterman,  600 Norwest Bank Building,  220 N. Main Street,  Ste. 600, Davenport,
Iowa.  C. D.  Waterman  III,  a partner in said firm,  is the  Secretary  of the
Company.  As of  March  1,  1997,  attorneys  in the  firm  of  Lane &  Waterman
beneficially  own 33,814 shares of the Company's  Common Stock and 30,286 shares
of the Company's Class B Common Stock.

                                     EXPERTS

The  consolidated  financial  statements  of the  Company  for the  years  ended
September 30, 1996, 1995 and 1994  incorporated by reference  herein,  have been
audited by McGladrey & Pullen, LLP, independent certified public accountants, to
the  extent  and for the  periods  indicated  in  their  report  and  have  been
incorporated by reference herein, and upon the authority of such firm as experts
in accounting and auditing.


                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following is an estimate,  subject to future contingencies,  of the expenses
to be incurred by the Company in connection with  distribution of the securities
being registered:

Registration Fee                                              $23,701.67
Legal Fees and Expenses                                       $16,000.00
Accounting Fees and Expenses                                  $ 1,500.00

                           Total                              $41,201.67