GALLAHER GROUP PlcForm 20-F 2003

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 20-F

(Mark one)

  REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

or

X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended : 31 December 2003
or

  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number : 1-14602

GALLAHER GROUP Plc

(Exact name of registrant as specified in its charter)

England and Wales

(Jurisdiction of incorporation or organisation)

Members Hill, Brooklands Road, Weybridge, Surrey KT13 0QU, England

(Address of principal executive office)

Securities registered or to be registered pursuant to section 12(b) of the Act :

Title of each class

Name of each exchange on which registered

American depository shares

New York Stock Exchange

Ordinary shares nominal value 10p per share

New York Stock Exchange(1)

  1. Listed, not for trading, but only in connection with the registration of American depositary shares, pursuant to the requirements of the Securities and Exchange Commission.

Securities registered or to be registered pursuant to section 12(g) of the Act :
None

Securities for which there is a reporting obligation pursuant to section 15(d) of the Act :
None

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of 31 December 2003 :

Ordinary shares nominal value 10p per share 653.6 million shares

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days :

Yes X No  

Indicate by check mark which financial statement items the registrant has elected to follow :

Item 17 X Item 18