Date: 5/19/10; 6/3/10; 6/10/10

SIC No.: 8200 Subject Filing: Sch. 14A

State: DE

Accession No. (Staff Letter): 0000000000-10-027926; 0000000000-10-032461

Accession No. (Co. Letter): 0001193125-10-132197

The staff, upon reviewing the Schedule 14A filed by Washington Post Co., inquired regarding the basis for and process engaged in by the company in determining that disclosure under Item 402(s) of Regulation S-K was not required. Washington Post replied by first noting that the SEC, upon adopting Item 402(s), stated that an issuer need not make an affirmative statement to the effect that its compensation plans are not reasonably likely to have a material adverse effect on the company. [Editor’s note: In Release No. 33-9089, the SEC stated in reference to the new rule and comments received on the proposing release: "We believe an approach consistent with our prior practice is appropriate and the final rule does not require a company to make an affirmative statement that it has determined that the risks arising from its compensation policies and practices are not reasonably likely to have a material adverse effect on the company."] The company did not discuss this issue further in its reply.

Washington Post next provided a more detailed explanation of how it evaluated its compensation plans under Item 402(s). The company explained that it undertook an internal review of compensation policies and practices that involved the board’s compensation committee, legal counsel, and human resources. The review considered different plans and risks across business units. The company considered the factors set forth in Item 402(s), with emphasis on the magnitude of risks and deviations in risk incentives regarding plans and profitability of different business units. Upon completing this review, Washington Post concluded that its compensation plans did not present a reasonable likelihood of material adverse effects to the company. Rather, the company's plans sought to mitigate risk by providing compensation based on balanced long- and short-term company goals and by providing for performance incentives that encourage value creation with reduced business risk. Risk-mitigation also is specific to business units and to employee rank. The company cited as an example its higher education unit, which has pay plans that emphasize regulatory compliance and positive student outcomes. The company also noted that incentive compensation is less significant than non-variable pay elements for employees below the senior management level. In addition, the company considered its overall ethics and compliance programs. On this basis, the company determined that its compensation plans were not reasonably likely to have a material adverse effect on the company. The staff subsequently indicated that it had no further comments on the company’s Form 10-K, without specifically mentioning the definitive proxy statement filed on Schedule 14A.