Form 6-K Table of Contents

~~Securities and Exchange Commission~~Form 6-K

~~Washington,~~Securities ~~D.C.~~and ~~20549~~Exchange Commission

~~REPORT~~Washington, OFD.C. ~~FOREIGN PRIVATE ISSUER~~20549 ~~PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For March 6, 2007~~

~~Gallaher~~REPORT ~~Group~~OF ~~Plc~~FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For March 7, 2007

~~(Translation~~Gallaher ofGroup ~~registrant’s name into English)~~Plc

~~Members Hill Brooklands Road Weybridge Surrey KT13 0QU England~~ (~~Address~~Translation of ~~principal~~registrant’s ~~executive~~name ~~offices~~into English)

~~Indicate~~Members byHill Brooklands ~~check~~Road Weybridge Surrey ~~mark~~KT13 ~~whether the registrant files or will file annual reports under cover~~0QU ~~Form~~England (Address ~~20-F~~of orprincipal ~~Form~~executive ~~40-F.~~ offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F þ or Form 40-F o.

~~Indicate by check mark whether the registrant by furnishing the information contained in the~~ Form ~~is also thereby furnishing the information to the Commission pursuant to Rule~~ ~~12g3~~20-~~2(b) under the Securities Exchange Act of 1934.~~ F þ Form 40-F o

~~Yes~~Indicate by check mark whether the registrant by furnishing the information contained in the Form is also thereby furnishing the information to the Commission pursuant to Rule ~~o No þ~~12g3-2(b) under the Securities Exchange Act of 1934.

~~If “~~Yes~~” is marked, indicate below the file number assigned to the registrant in connection with Rule~~ ~~12g3-2(b).~~ o No þ

82 If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b).

~~TR-1(i): NOTIFICATION OF MAJOR INTERESTS IN SHARES~~ 82

1.TABLE ~~Identity~~OF of the issuer or the underlying issuer of existing shares to which voting rights are attached (ii): Gallaher Group Plc 2. Reason for the notification (please state Yes/No): ( ) An acquisition or disposal of voting rights: (Yes) An acquisition or disposal of financial instruments which may result in the acquisition of shares already issued to which voting rights are attached: (No) An event changing the breakdown of voting rights: (No) Other (please specify) : (No) 3. Full name of person(s) subject to the notification obligation (iii): Credit Suisse Securities (Europe) Limited 4. Full name of shareholder(s) (if different from 3.) (iv): Credit Suisse Securities (Europe) Limited Credit Suisse International Credit Suisse Securities (USA) LLC DLJ International Group 5. Date of the transaction (and date on which the threshold is crossed or reached if different) (v): 28 February 2007 6. Date on which issuer notified: 2 March 2007 7. Threshold(s) that is/are crossed or reached: 6% 8. Notified details:CONTENTS

A:FORM ~~Voting~~8.1 ~~rights attached to shares~~ SIGNATURES

Class/type of shares if	Situation previous to the Triggering transaction (vi)
possible using the ISIN CODE	Number of shares	Number of voting Rights (viii)
ORD-GB0003833695	32,505,638		32,505,638
ADR-US3635951094	3,096,808		3,096,808

~~Resulting~~FORM ~~situation after the triggering transaction (vii)~~8.1

Class/type of shares if

Number of shares

Number of voting rights (ix)

% of voting rights

possible using the ISIN CODE

Direct

Direct (x) Indirect (xi)

Direct Indirect

ORD-GB0003833695

37,807,134

n/a

5.75

n/a

ADR-US3635951094

3,084,408

n/a

0.47

n/a

DEALINGS BY OFFERORS, OFFEREE COMPANIES OR THEIR ASSOCIATES
FOR THEMSELVES OR FOR DISCRETIONARY CLIENTS
(Rules 8.1(a) and (b)(i) of the Takeover Code)

B:1. ~~Financial~~KEY ~~Instruments Resulting situation after the triggering transaction (xii)~~ INFORMATION

				Number of
Name of person dealing (Note 1)		Linda Northridge
				voting rights that
Company dealt in		GALLAHER GROUP PLC
				may be acquired if
Class of relevant security to which the dealings being disclosed relate (Note 2)		ORDINARY SHARES OF 10P EACH
Type of				the instrument is
Date of dealing		6 March 2007
financial			Exercise/Conversion	exercised/
instrument		Expiration Date (xiii)	Period/ Date (xiv)	converted.	% of voting rights
Total (A+B) Number of voting rights	% of voting rights
40,891,542	6.22

9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable (xv):

2.		INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE

(a)		Interests and short positions (following dealing) in the class of relevant security dealt in (Note 3)

Credit Suisse Securities (Europe) Limited, Credit Suisse International, DLJ International Group and Credit Suisse Securities (USA) LLC are part of the Investment Banking division of Credit Suisse (“CSIBD”), which is part of the Credit Suisse Group (“CSG”). CSIBD is a segregated business unit within CSG with an independent management structure and exercises its voting rights independently from other divisions of CSG.

Long

Short

Number

(%)

Number

(%)

)

Relevant securities

Gallaher Group Plc Ordinary Shares of 10p each

298,211

0.045

)

Derivatives (other than options)

)

Options and agreements to purchase/sell

Option under the Gallaher Group Plc Savings Related Share Option Scheme 2003 at an exercise price of £4.43, vesting between 1 December 2008 and 31 May 2009

3,577

0.0005

Total

301,788

0.046

~~Proxy Voting:~~ * - Total interests of Nigel Northridge together with his close relatives and related trusts

~~10. Name~~ (b) Interests and short positions in relevant securities of the ~~proxy~~company, ~~holder:~~ other than the class dealt in (Note 3)

11. Number of voting rights proxy holder will cease to hold:

Class of relevant security:

Long

Short

Number

(%)

Number

(%)

(1) Relevant securities

(2) Derivatives (other than options)

(3) Options and agreements to purchase/sell

Total

12. Date onTable whichof proxy holder will cease to hold voting rights: Contents

~~13. Additional~~(c) ~~information:~~ Rights to subscribe (Note 3)

~~14. Contact~~Class ~~name~~of relevant security: ~~Duncan~~ ~~Murray~~ Details

15. Contact telephone number: +4420 7883 5407

3.		DEALINGS (Note 4)

(a)		Purchases and sales

Annex to Notification Of Major Interests In Shares (xvi)


Purchase/sale	Number of securities	Price per unit (Note 5)
Sale	1,922	£11.28

~~A: Identity~~(b) ofDerivatives ~~the~~transactions ~~person~~(other orthan ~~legal entity subject to the notification obligation~~ options)

Full name (including legal form for legal entities):

Product name,

e.g. CFD

Long/short (Note 6)

Number of securities (Note 7)

Price per unit (Note 5)

~~Contact address~~ (~~registered~~c) ~~office~~Options ~~for~~transactions ~~legal~~in ~~entities~~respect of existing securities (i): Writing, selling, purchasing or varying

Phone number:

Number of

Writing, selling,

securities to which

Type, e.g.

Option money

Product name,

purchasing,

the option relates

Exercise

American,

Expiry

paid/received

e.g. call option

varying etc.

(Note 7)

price

European etc.

date

per unit (Note 5)

~~Other useful information~~ (~~at least legal representative for legal persons~~ii): Exercising

~~B: Identity~~Product name, e.g. call option Number of ~~the~~securities ~~notifier,~~Exercise ifprice ~~applicable~~per unit (~~xvii~~Note 5)

~~Full name:~~ (d) Other dealings (including new securities) (Note 4)

~~Contact address:~~ Nature of transaction (Note 8) Details Price per unit (if applicable) (Note 5)

Phone number: Table of Contents

~~Other useful information: (e~~4.g. ~~functional~~OTHER ~~relationship with the person or legal entity subject to the notification obligation):~~ INFORMATION

C:Agreements, ~~Additional~~arrangements or understandings relating to options or derivatives ~~information:~~

~~Notes~~ Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the ~~Forms~~voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated.

~~(i) This~~Is ~~form~~a isSupplemental toForm 8 beattached? ~~sent~~(Note ~~to the issuer or underlying issuer and to be filed with the~~9) YES/NO ~~competent authority.~~

(ii) Either the full name of the legal entity or another method for identifying the issuer or underlying issuer, provided it is reliable and accurate.


Date of disclosure		6 March 2007
Contact name		Robin Miller
Telephone number		01932 372000
Name of offeree/offeror with which associated		GALLAHER GROUP PLC
Specify category and nature of associate status (Note 10)		A close relative of Nigel Northridge, who is a Director of Gallaher Group Plc

~~(iii) This should be the full name of (a) the shareholder; (b) the person acquiring, disposing of~~Notes or exercising voting rights in the cases provided for in DTR5.2.1 (b) to (h); (c) all the parties to the agreement referred to in DTR5.2.1 (a), or (d) the direct or indirect holder of financial instruments entitled to acquire shares already issued to which voting rights are attached, as appropriate.

InThe ~~relation~~Notes toon ~~the transactions referred to in points DTR5~~Form 8.2.1 ~~(b) to~~can ~~(h),~~be ~~the~~viewed ~~following~~on ~~list is provided as indication of~~ the ~~persons~~Takeover ~~who~~Panel’s ~~should~~website beat ~~mentioned:~~www.thetakeoverpanel.org.uk

-Table inof the circumstances foreseen in DTR5.2.1 (b), the person that acquires the voting rights and is entitled to exercise them under the agreement and the natural person or legal entity who is transferring temporarily for consideration the voting rights; Contents

-REPORT inOF ~~the~~FOREIGN ~~circumstances~~PRIVATE ~~foreseen in DTR 5.2.1 (c), the person holding the collateral, provided the~~ISSUER ~~person~~Securities ~~or entity controls the voting rights~~ and ~~declares~~Exchange ~~its intention of exercising them, and~~Commission ~~person lodging the collateral under these conditions;~~

~~- in the circumstances foreseen in DTR5.2.1(d), the person who has a life interest in shares if~~SIGNATURES ~~that person is entitled to exercise the voting rights attached to the shares and the person who is disposing of the voting rights when the life interest is created;~~

-Pursuant into the ~~circumstances~~requirements ~~foreseen~~of inthe ~~DTR5.2.1~~Securities ~~(e),~~Exchange ~~the~~Act ~~parent~~of ~~undertaking and~~1934, ~~provided~~the itregistrant has aduly caused ~~notification~~this ~~duty~~report ~~at an individual level under DTR 5.1, under DTR5.2.1 (a)~~ to ~~(d) or~~be ~~under~~signed ~~a combination~~on ofits ~~any~~behalf ofby ~~those~~the ~~situations~~undersigned, ~~the~~thereunto ~~controlled~~duly ~~undertaking;~~authorized.

- in the circumstances foreseen in DTR5.2.1 (f), the deposit taker of the shares, if he can exercise the voting rights attached to the shares deposited with him at his discretion, and the depositor of the shares allowing the deposit taker to exercise the voting rights at his discretion;


	Gallaher Group Plc (Registrant)
	By:	/s/ Robin Miller
		Name:	Robin Miller
Date: March 7, 2007		Title:	Deputy Company Secretary

- in the circumstances foreseen in DTR5.2.1 (g), the person that controls the voting rights;

- in the circumstances foreseen in DTR5.2.1 (h), the proxy holder, if he can exercise the voting rights at his discretion, and the shareholder who has given his proxy to the proxy holder allowing the latter to exercise the voting rights at his discretion.

(iv) Applicable in the cases provided for in DTR 5.2.1 (b) to (h). This should be the full name of the shareholder who is the counterparty to the natural person or legal entity referred to in DTR5.2.

(v) The date of the transaction should normally be, in the case of an on exchange transaction, the date on which the matching of orders occurs; in the case of an off exchange transaction, date of the entering into an agreement.

The date on which threshold is crossed should normally be the date on which the acquisition, disposal or possibility to exercise voting rights takes effect (see DTR 5.1.1R (3)). For passive crossings, the date when the corporate event took effect.

(vi) Please refer to the situation disclosed in the previous notification, In case the situation previous to the triggering transaction was below 3%, please state ‘below 3%’.

(vii) If the holding has fallen below the minimum threshold , the notifying party should not be obliged to disclose the extent of the holding, only that the new holding is less than 3%.

For the case provided for in DTR5.2.1(a), there should be no disclosure of individual holdings per party to the agreement unless a party individually crosses or reaches an Article 9 threshold. This applies upon entering into, introducing changes to or terminating an agreement.

(viii) Direct and indirect

(ix) In case of combined holdings of shares with voting rights attached ‘direct holding’ and voting rights ‘indirect holdings’, please split the voting rights number and percentage into the direct and indirect columns-if there is no combined holdings, please leave the relevant box blank.

(x) Voting rights to shares in respect of which the notifying party is a direct shareholder (DTR 5.1)

(xi)Voting rights held by the notifying party as an indirect shareholder (DTR 5.2.1)

(xii) If the holding has fallen below the minimum threshold, the notifying party should not be obliged to disclose the extent of the holding, only that the new holding is below 3%.

(xiii) date of maturity / expiration of the financial instrument i.e. the date when the right to acquire shares ends.

(xiv) If the financial instrument has such a period-please specify the period- for example once every three months starting from the (date)

(xv) The notification should include the name(s) of the controlled undertakings through which the voting rights are held. The notification should also include the amount of voting rights and the percentage held by each controlled undertaking, insofar as individually the controlled undertaking holds 5% or more, and insofar as the notification by the parent undertaking is intended to cover the notification obligations of the controlled undertaking.

(xvi) This annex is only to be filed with the competent authority.

(xvii) Whenever another person makes the notification on behalf of the shareholder or the natural person/legal entity referred to in DTR5.2 and DTR5.3

REPORT OF FOREIGN PRIVATE ISSUER Securities and Exchange Commission

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Gallaher Group Plc (Registrant)
	By:	/s/ Robin Miller
		Name:	Robin Miller
Date: March 6, 2007		Title:	Deputy Company Secretary

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