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: 2003-12-07

Reporting Person: EHRMAN DANIEL S JR (VP/Planning and Development)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-12-07	Stock Incentive Rights	$	M	200	Disposed	2003-12-07	Common Stock (200)	Direct
2003-12-07	Phantom Stock	$	M	200	Acquired		Common Stock (200)	Direct

Footnotes

F1: These stock incentive rights convert into shares of common stock, or phantom stock convertible into common stock, on a one-for-one basis.

F2: The reported transaction involves the conversion of stock incentive rights into shares of phantom stock.

F3: These shares of phantom stock convert into common stock on a one-for-one basis.

F4: Theses shares of phantom stock are payable on various dates selected by the reporting person or as provided in the issuer's Deferred Compensation Plan.