FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

Dubow Craig A.

2. Issuer Name and Ticker or Trading Symbol
Gannett Co., Inc. ("GCI")

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
    Director                                       10% Owner
X Officer (give title below)          Other (specify below)

President and Chief Executive Officer/Gannett Broadcasting

(Last)      (First)     (Middle)

7950 Jones Branch Drive
 

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

(Street)

McLean, VA 22107

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A)
or
(D)

Price

Common Stock

01/14/03

M

737

A

$37.375

Common Stock

01/14/03

F

737

D

$74.58

Common Stock

01/14/03

M

224

A

$59.50

Common Stock

01/14/03

F

224

D

$74.58

3,927.992

D

Common Stock

923.344⁽¹⁾

I

By 401(k) plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security

(Instr. 3)

2. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Employee Stock Option (right to buy)

$37.375

01/14/03

M

1,471

 ⁽²⁾

12/10/06

Common Stock⁽³⁾

1,471

0

D

Employee Stock Option (right to buy)

$59.50

01/14/03

M

280

 ⁽⁴⁾

12/09/07

Common Stock⁽⁵⁾

280

15,320

D

Phantom Stock⁽³⁾

1-for-1

01/14/03

M

734

 ⁽⁶⁾

 ⁽⁶⁾

Common Stock

734

$37.375

Phantom Stock⁽⁵⁾

1-for-1

01/14/03

M

56

 ⁽⁶⁾

 ⁽⁶⁾

Common Stock

56

$59.50

8,714.316⁽⁷⁾

D

Explanation of Responses:

(1) The information in this report is based on a plan statement dated as of December 31, 2002.
(2) The initial grant for 14,940 shares vested in four equal annual installments beginning on December 10, 1997.
(3) The reporting person elected to defer receipt of 734 shares of common stock issuable upon exercise of his option, resulting in the accrual to his Deferred Compensation Plan account of 734 shares of phantom stock.
(4) The initial grant for 15,600 shares vested in four equal annual installments beginning on December 9, 1998.
(5) The reporting person elected to defer receipt of 56 shares of common stock issuable upon exercise of his option, resulting in the accrual to his Deferred Compensation Plan account of 56 shares of phantom stock.
(6) These shares of phantom stock are payable in common stock of the issuer following termination of the reporting person's employment.
(7) The shares of phantom stock reported in Table II, Column 9 of this Form 4 were acquired under the issuer's Deferred Compensation Plan. Prior Forms 4 reported these shares in Table I, as common stock.

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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