Form 4
Form 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

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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1. Name and Address of Reporting Person*

Watson Gary L.		 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             [_]    Other (specify
                  title below)                     below)

President/Gannett Newspaper Division
(Last)             (First)            (Middle)


Gannett Co., Inc.
7950 Jones Branch Drive

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

4. Statement for Month/Day/Year


October 2, 2002
(Street)


McLean VA 22107

5. If Amendment, Date of Original (Month/Day/Year)

October 9, 2002

7. Individual or Joint/Group Filing
(Check Applicable Line)
[X]  Form filed by One Reporting Person
[_] Form filed by More than One Reporting Person
(City)             (State)             (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(mm/dd/yy)

2A.
Deemed
Execution
Date, if
any
(mm/dd/yy
 3. Transaction
Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction
(Instr. 3 and 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
                     

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instructions 4(b)(v).
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FORM 4 (continued)
 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. Conversion or
Exercise
Price of
Derivative
Security		 3. Transaction
Date
(mm/dd/yy)		 3A. Deemed
Execution
Date, if
any (mm/dd/yy)
 4. Transaction Code
(Instr. 8)		 5. Number of Derivative
Securities
Acquired (A) or Disposed of(D)
(Instr. 3, 4 and 5)
 6. Date Exercisable
and Expiration Date
(Month/Day/Year)		 7. Title and Amount of
Underlying Securities
(Instr. 3 and 4)		 8. Price of
Derivative
Security
(Instr. 5)

9.Number of
Deriv-
ative
Secur-
ities
Bene-
ficially
Owned
Follow-
ing
Reported
Trans-
action(s)
(Instr. 4)

 10. Owner-
ship
Form of
Deriv-
ative
Security:
Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature
of
Indirect
Benefi-
cial
Owner-
ship
(Instr. 4)
Code V (A) (D) Date
Exercisable		 Expiration
Date		 Title Amount or
Number
of Shares
Phantom Stock  1-for-1 10/02/02 A  68.701 
(1)
(1)
 Common Stock
68.701
$74.31
21,340.422
(2)
 D
Explanation of Responses:
(1) - 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.
(2) - 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.
    By:/s/ Todd A. Mayman
 Attorney-in-Fact
**Signature of Reporting Person 		December 26, 2002
Date

**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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