TEGNA INC — Director's Dealing 2003

Dec 9, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GANNETT CO INC /DE/ (GCI)
CIK: 0000039899
Period of Report: 2003-12-08

Reporting Person: MARTORE GRACIA C (Sr Vice President and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-12-08	Common Stock	M	5	—	Acquired	2978	Direct
2003-12-08	Common Stock	F	5	$87.43	Disposed	2973	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-12-08	Stock Incentive Rights	$	M	200	Disposed	2003-12-08	Common Stock (200)	Direct
2003-12-08	Phantom Stock	$	M	195	Acquired		Common Stock (195)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1012.424	Indirect

Footnotes

F1: The information in this report is based on a plan statement dated as of September 26, 2003.

F2: These stock incentive rights convert into shares of common stock, or phantom stock convertible into common stock, on a one-for-one basis.

F3: The reported transaction involves the conversion of stock incentive rights into shares of phantom stock and payment of tax liability by the withholding of securities.

F4: These shares of phantom stock convert into common stock on a one-for-one basis.

F5: These shares of phantom stock are payable on various dates selected by the reporting person or as provided in the issuer's Deferred Compensation Plan.