TEGNA INC — Director's Dealing 2004

Feb 25, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GANNETT CO INC /DE/ (GCI)
CIK: 0000039899
Period of Report: 2004-02-23

Reporting Person: WATSON GARY L (Pres/Gannett Newspaper Div)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-23	Phantom Stock	$	A	2044.931	Acquired		Common Stock (2044.931)	Direct

Footnotes

F1: These shares of phantom stock convert to common stock on a one-for-one basis.

F2: These shares of phantom stock are payable on various dates as selected by the reporting person or as provided in the Issuer's Deferred Compensation Plan.