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 16th March, 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 ________



Performance Share Plan 2006-2008 – Contingent Award of Options

The Directors and Persons Discharging Managerial Responsibility below have today been notified of the following contingent awards of shares under the Gallaher Group Plc Performance Share Plan.

 
Number of ordinary
shares of 10p each
Directors
Nigel Dunlop
42,517
Neil England
47,619
Stewart Hainsworth
47,619
Nigel Northridge
85,601
Mark Rolfe
52,154
 
Persons Discharging Managerial Responsibility
Neil Hayward
14,347
Claire Jenkins
13,214
Barry Jenner
16,612
Tom Keevil
39,116
Jon Moxon
15,480
Eddy Pirard
15,102
Suhail Saad
13,969
Yann Tardif
16,612

The number of these shares which will vest will be determined by reference to the achievement of performance conditions, over the three years commencing 1 January 2006. This is in accordance with the Rules of the Plan and as outlined in the Remuneration Report and Summary Remuneration Report contained in the Group’s Annual Report and Financial Statements 2005 and Annual Review and Summary Financial Statement 2005, respectively.

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: March 16, 2006

 Title:   Head of Performance and Reward