TEGNA INC — Director's Dealing 2006

Jan 23, 2006

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: GANNETT CO INC /DE/ (GCI)
CIK: 0000039899
Period of Report: 2006-01-12

Reporting Person: Williams John A (Pres - Gannett Digital)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1004	Direct
Common Stock	2579.06	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (1389.829)		Direct
Restricted Stock Units	$	2009-12-09	Common Stock (1000)		Direct
Employee Stock Option (right to buy)	$59.50	2007-12-09	Common Stock (5600)		Direct
Employee Stock Option (right to buy)	$65.00	2008-12-08	Common Stock (8260)		Direct
Employee Stock Option (right to buy)	$74.50	2009-12-07	Common Stock (9000)		Direct
Employee Stock Option (right to buy)	$56.25	2010-07-24	Common Stock (4700)		Direct
Employee Stock Option (right to buy)	$54.31	2010-12-05	Common Stock (7500)		Direct
Employee Stock Option (right to buy)	$69.35	2011-12-04	Common Stock (1700)		Direct
Employee Stock Option (right to buy)	$69.35	2011-12-02	Common Stock (14000)		Direct
Employee Stock Option (right to buy)	$70.21	2012-12-03	Common Stock (13000)		Direct
Employee Stock Option (right to buy)	$77.28	2012-12-03	Common Stock (3500)		Direct
Employee Stock Option (right to buy)	$87.33	2013-12-12	Common Stock (14000)		Direct
Employee Stock Option (right to buy)	$80.90	2012-12-10	Common Stock (14500)		Direct
Employee Stock Option (right to buy)	$60.29	2013-12-09	Common Stock (30500)		Direct

Footnotes

F1: These shares of phantom stock are payable in cash or stock, at the election of the reporting person, on various dates selected by the reporting person or as otherwise provided in the Issuer's Deferred Compensation Plan.

F2: Each share of phantom stock is the economic equivalent of one share of common stock.

F3: Each restricted stock unit represents a contingent right to receive one share of the underlying common stock.

F4: The option vested in four equal annual installments beginning on December 9, 1998.

F5: The option vested in four equal annual installments beginning on December 8, 1999.

F6: The option vested in four equal annual installments beginning on December 7, 2000.

F7: The option vested in four equal annual installments beginning on July 24, 2001.

F8: The option vested in four equal annual installments beginning on December 5, 2001.

F9: The option vested in four equal annual installments beginning on December 4, 2002.

F10: The option vested as to 9,750 shares in three equal annual installments beginning on December 3, 2003, and will vest as to the remaining 3,250 shares on December 3, 2006.

F11: The option vested as to 2,625 shares in three equal annual installments beginning on December 3, 2003, and will vest as to the remaining 875 shares on December 3, 2006.

F12: The option vested as to 3,500 shares on December 12, 2004, and vested as to the remaining 10,500 shares on December 23, 2004.

F13: The option will vest in four equal annual installments beginning on December 9, 2006.