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	OMB APPROVAL
			OMB Number:  3235-0287 Expires: January 31, 2005 Estimated average burden hours per response. . . 0.5
[_]	Check box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See instructions 1(b).

1. Name and Address of Reporting Person* McCorkindale Douglas H.	2. Issuer Name and Ticker or Trading Symbol Gannett Co., Inc. ("GCI")		6. Relationship of Reporting Person(s) to Issuer (Check all applicable) [X]    Director                    [_]     10% Owner [X]    Officer (give             [_]    Other (specify                   title below)                     below) Chairman, President and Chief Executive Officer
(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 15, 2002
(Street) McLean VA 22107		5. If Amendment, Date of Original (Month/Day/Year) October 22, 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).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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

9/13/02

9/18/02

A

610.783

Immed.

Common Stock

610.783

$75.75

Phantom Stock

1-for-1

10/15/02

10/18/02

A

602.140

Immed.

Common Stock

602.140

$76.81

91,798.900

D

Explanation of Responses:

	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). Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Persons who are to respond to the collection of information contained in this form are not  required to respond unless the form displays a currently valid OMB Number.