Form 6-K

Securities and Exchange Commission

Washington, D.C. 20549

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

Gallaher Group Plc

(Translation of registrant’s name into English)

Members Hill
Brooklands Road
Weybridge
Surrey KT13 0QU
England
(Address of principal executive offices)

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

Form 20-F þ 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 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o No þ

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

TABLE OF CONTENTS


FORM 8.1
SIGNATURES

FORM 8.1

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)

KEY INFORMATION


Name of person dealing (Note 1)		Linda Northridge
Company dealt in		GALLAHER GROUP PLC
Class of relevant security to which the dealings being disclosed relate (Note 2)		ORDINARY SHARES OF 10P EACH
Date of dealing		6 March 2007

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)

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


*		- Total interests of Nigel Northridge together with his close relatives and related trusts

(b)

Interests and short positions in relevant securities of the company, other than the class dealt in (Note 3)

Class of relevant security:

Long

Short

Number

(%)

Number

(%)

(1) Relevant securities

(2) Derivatives (other than options)

(3) Options and agreements to purchase/sell

Total

(c)

Rights to subscribe (Note 3)


Class of relevant security:		Details

3.		DEALINGS (Note 4)

(a)		Purchases and sales


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

(b)

Derivatives transactions (other than options)

Product name,

e.g. CFD

Long/short (Note 6)

Number of securities (Note 7)

Price per unit (Note 5)

(c)		Options transactions in respect of existing securities

(i)		Writing, selling, purchasing or varying

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)

(ii)

Exercising


Product name, e.g. call option	Number of securities	Exercise price per unit (Note 5)

(d)

Other dealings (including new securities) (Note 4)


Nature of transaction (Note 8)	Details	Price per unit (if applicable) (Note 5)

OTHER INFORMATION

Agreements, arrangements or understandings relating to options or derivatives

Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the 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.

Is a Supplemental Form 8 attached? (Note 9) YES/NO


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

Notes

The Notes on Form 8.1 can be viewed on the Takeover Panel’s website at www.thetakeoverpanel.org.uk

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 7, 2007		Title:	Deputy Company Secretary

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GALLAHER GROUP PLC 6-K