Prepared and filed by St Ives Burrups

 

Form 6-K

Securities and Exchange Commission
Washington, D.C. 20549

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE SECURITIES EXCHANGE ACT OF 1934

For March 10, 2004

Gallaher Group Plc

(Translation of registrant’s name into English)

Members Hill
Brooklands Road
Weybridge
Surrey KT13 0QU
England
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover form 20-F or Form 40-F.

Form 20-F          Form 40-F

Indicate by check mark whether the registrant by furnishing the information contained in the Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes           No

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b).

82 ________

 

Directors’ Share Dealing

The Company was today notified that contingent awards under the Company's two long-term incentive plans have vested as shown below. All directors elected to sell 41% of the shares vesting in order to settle their income tax and National Insurance Contributions liability. The awards vested on 8 March 2004.

Director     Shares Vesting     Shares Sold     Shares Retained  
Deferred Bonus Plan                    
Nigel Dunlop     3,463     1,420     2,043  
Nigel Northridge     14,649     6,007     8,642  
Mark Rolfe     6,199     2,542     3,657  
Nigel Simon     10,718     4,395     6,323  
Performance Share Plan                    
Nigel Dunlop     11,744     4,816     6,928  
Nigel Northridge     73,329     30,065     43,264  
Mark Rolfe     47,823     19,608     28,215  
Nigel Simon     50,055     20,523     29,532  

Nigel Northridge also sold 5,000 ordinary 10p shares in the Company at a price of £6.73 per share. Mr Northridge's beneficial interest in the Company's ordinary shares now stands at 208,436 shares.

Performance Share Plan 2004-2006 – Award of Options

The Directors below have today been notified of the following contingent awards of shares to directors under a long term incentive plan, the Gallaher Group Plc Performance Share Plan.

Director     Number of ordinary
shares of 10p each		  
Nigel Dunlop     40,661  
Neil England     51,011  
Nigel Northridge     96,107  
Mark Rolfe     59,143  
Nigel Simon     53,968  

The number of these shares which will vest will be determined by reference to the achievement of performance conditions, over the three years commencing 1 January 2004.

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
Securities and Exchange Commission

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

      Gallaher Group Plc
(Registrant)
       
  By:   /s/ Alyson Morris
  Name:   Alyson Morris
Date: March 10, 2004 Title:   Deputy Company Secretary