Prepared and filed by St Ives Burrups

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 June 2, 2006

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          Form 40-F

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           No

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

82 ________

 

Director – Exercise of Share Option
On 31 May 2006, Stewart Hainsworth, a Director of Gallaher Group Plc, exercised a nil cost option over 8,077 ordinary 10p shares in the Company. The option had been granted to Mr Hainsworth on 6 March 2006 in connection with the vesting of the 2003-2005 Performance Share Plan (as detailed in the announcement on 13 March 2006). Following the exercise of this option, Mr Hainsworth owns a total of 201,356 Gallaher shares.”

 


FORM 6-K

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/ Alyson Morris
  Name:   Alyson Morris

Date: June 2, 2006

Title: Head of Performance and Reward