Transaction Valuation			Amount of Filing Fee
$7,146,521*			$841.15*

	*	Calculated solely for the purpose of estimating the filing fee. This amount is based upon the aggregate purchase price of options to purchase shares of Common Stock being solicited in this offer.

o	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

o	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

	o	third-party tender offer subject to Rule 14d-1.
	þ	issuer tender offer subject to Rule 13e-4.
	o	going-private transaction subject to Rule 13e-3.
	o	amendment to Schedule 13D under Rule 13d-2.

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Item 1.	Summary Term Sheet.

Item 2.	Subject Company Information.

Item 3.	Identity and Background of Filing Person.

Item 4.	Terms of the Transaction.

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Item 5.	Past Contacts, Transactions, Negotiations and Arrangements.

Item 6.	Purposes of the Transaction and Plans or Proposals.

Item 7.	Source and Amount of Funds or Other Consideration.

Item 8.	Interest in Securities of the Subject Company.

Item 9.	Person/ Assets, Retained, Employed, Compensated or Used.

Item 10.	Financial Statements.

Item 11.	Additional Information.

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Item 12.	Exhibits.

(a)(1)(A)		Offer to Purchase, dated August 22, 2005
(a)(1)(B)		Form of Election Agreement
(a)(1)(C)		Option to Purchase website pages
(a)(1)(D)		Form of Addendum
(a)(1)(E)		Form of PIN Notification
(a)(2)-(4)		Not applicable
(a)(5)(A)		Letter to Eligible Employees, dated August 22, 2005
(a)(5)(B)		Employee Communications
(b)		Not applicable
(d)(1)		1991 Stock Option Plan
(d)(2)		1994 Long Term Stock Option Plan
(d)(3)		1996 Long Term Stock Option Plan
(d)(4)		1998 Long Term Stock Option Plan
(d)(5)		1999 Stock Option Plan
(e)		Not applicable
(f)		Not applicable

Item 13.	Information Required by Schedule 13e-3.

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	GARTNER, INC.
	/s/ Christopher Lafond
	Christopher Lafond
	Executive Vice President and
	Chief Financial Officer

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Exhibit Number				Description
	(a)(1)(A)			Offer to Purchase, dated August 22, 2005
	(a)(1)(B)			Form of Election Agreement
	(a)(1)(C)			Option to Purchase website pages
	(a)(1)(D)			Form of Addendum
	(a)(1)(E)			Form of PIN Notification
	(a)(2)-(4)			Not applicable
	(a)(5)(A)			Letter to Eligible Employees, dated August 22, 2005
	(a)(5)(B)			Employee Communications
	(b)			Not applicable
	(d)(1)			1991 Stock Option Plan
	(d)(2)			1994 Long Term Stock Option Plan
	(d)(3)			1996 Long Term Stock Option Plan
	(d)(4)			1998 Long Term Stock Option Plan
	(d)(5)			1999 Stock Option Plan
	(e)			Not applicable
	(f)			Not applicable

Table of Contents

	•	are a current or former employee of the Company;
	•	are not a current executive officer or director of the Company; and
	•	are currently employed in Australia, Austria, Belgium, Brazil, Canada, Denmark, France, Germany, Hong Kong, Ireland, Italy, Japan, Netherlands, New Zealand, Norway, Singapore, South Korea, Sweden, Switzerland, Taiwan, United Kingdom, or the United States.
	•	We refer to individuals that meet these eligibility requirements as “Eligible Employees.”

	•	were granted under the Company’s 1991 Stock Option Plan, 1994 Long Term Stock Option Plan, 1996 Long Term Stock Option Plan, 1998 Long Term Stock Option Plan or 1999 Stock Option Plan;
	•	have an exercise price per share of $12.95 or higher;
	•	are fully vested and outstanding as of the last date on which this offer remains open for acceptance; and
	•	are held by Eligible Employees.

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By Mail: Mellon Investor Services LLC Attn: Reorganization Dept. P.O. Box 3301 South Hackensack, NJ 07606 USA		By Overnight Courier: Mellon Investor Services LLC Attn: Reorganization Dept. 85 Challenger Road Mail Stop — Reorg. Ridgefield Park, NJ 07660 USA

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						Page
SUMMARY TERM SHEET							1
RISKS OF PARTICIPATING IN THE REPURCHASE PROGRAM							7
THE REPURCHASE PROGRAM							16
1.				Eligibility; Price			16
2.				Number of Options; Expiration Date			18
3.				Purpose of the Repurchase Program			18
4.				Procedures for Electing to Participate in the Repurchase Program			19
5.				Withdrawal Rights			21
6.				Acceptance of Eligible Options and Payment of Purchase Price			23
7.				Effect of Participation or Not Participating in the Repurchase Program			23
8.				Conditions of the Repurchase Program			23
9.				Price Range of Common Stock Underlying the Options			25
10.				Source and Amount of Consideration			26
11.				Information Concerning the Company			26
12.				Interests of Directors and Officers; Transactions and Arrangements Concerning the Options			28
13.				Status of Options Acquired by Us in the Repurchase Program; Accounting Consequences of the Repurchase Program			31
14.				Legal Matters; Regulatory Approvals			32
15.				Material U.S. Federal Income Tax Consequences			32
16.				Extension of Repurchase Program; Termination; Amendment			33
17.				Fees and Expenses			34
18.				Additional Information			34
19.				Financial statements			35
20.				Miscellaneous			35

Attachments:
	Appendix A		A Guide to Issues in Australia
	Appendix B		A Guide to Issues in Austria
	Appendix C		A Guide to Issues in Belgium
	Appendix D		A Guide to Issues in Brazil
	Appendix E		A Guide to Issues in Canada
	Appendix F		A Guide to Issues in Denmark
	Appendix G		A Guide to Issues in France
	Appendix H		A Guide to Issues in Germany
	Appendix I		A Guide to Issues in Hong Kong
	Appendix J		A Guide to Issues in Ireland
	Appendix K		A Guide to Issues in Italy
	Appendix L		A Guide to Issues in Japan
	Appendix M		A Guide to Issues in the Netherlands
	Appendix N		A Guide to Issues in New Zealand
	Appendix O		A Guide to Issues in Norway
	Appendix P		A Guide to Issues in Singapore
	Appendix Q		A Guide to Issues in South Korea
	Appendix R		A Guide to Issues in Sweden
	Appendix S		A Guide to Issues in Switzerland
	Appendix T		A Guide to Issues in Taiwan
	Appendix U		A Guide to Issues in the United Kingdom

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1.	What securities are we offering to repurchase?

	•	were granted under the Company’s 1991 Stock Option Plan, 1994 Long Term Stock Option Plan, 1996 Long Term Stock Option Plan, 1998 Long Term Stock Option Plan or 1999 Stock Option Plan;

	•	have an exercise price of $12.95 or higher per share;

	•	are fully vested and outstanding as of September 19, 2005, which is the last date on which this offer remains open for acceptance; and

	•	are held by Eligible Employees.

2.	Who is eligible to participate?

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3.	Are employees outside of the United States eligible to participate?

4.	Why is the Company implementing the Repurchase Program?

5.	How much will I receive for my tendered options?

6.	How do I participate in this Repurchase Program?

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7.	What do I need to do to tender my options in the Repurchase Program?

	•	use your PIN to access the Mellon website;
	•	read the election terms and conditions on the election screen; and
	•	make your elections online by 9:00 p.m., New York City Time, on September 19, 2005.

	•	use your PIN to access the Mellon website;
	•	read the election terms and conditions on the election screen;
	•	print a copy of your election agreement; AND
	•	sign your election agreement and mail it to Mellon using the mailing address listed below.

By Mail: Mellon Investor Services LLC Attn: Reorganization Dept. P.O. Box 3301 South Hackensack, NJ 07606 USA		By Overnight Courier: Mellon Investor Services LLC Attn: Reorganization Dept. 85 Challenger Road Mail Stop — Reorg. Ridgefield Park, NJ 07660 USA

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8.	How will Gartner and Mellon confirm to me that my election agreement signature page was received?

9.	Will my decision to participate in the Repurchase Program have an impact on my ability to receive options in the future?

10.	If I decide to participate in the Repurchase Program, what will happen to my current Eligible Options?

11.	What is the deadline to elect to tender my options in the Repurchase Program, and how do I do so?

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12.	What will happen if I do not turn in my Election Form by the deadline or don’t elect to participate?

13.	During what period of time may I withdraw a previous tender of options in the Repurchase Program?

14.	When will tendered options be removed from the Gartner database?

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15.	Is there any tax consequence to my participation in the Repurchase Program?

16.	How should I decide whether or not to participate in the Repurchase Program?

17.	What are the conditions to the Repurchase Program?

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18.	If I have multiple Eligible Options, can I choose which options I want to cancel?

19.	Will the shares subject to cancelled options be returned to the pool of shares available for future grant under any other Gartner plan?

20.	Will I be required to give up all of my rights under the cancelled options?

21.	What do we and our Board of Directors think of the Repurchase Program?

22.	Who can I talk to if I have questions about the Repurchase Program, or if I need additional copies of the offer documents?

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	If the price of our common stock increases after the date on which your options are valued for purposes of determining the price you are offered in your Addendum, your cancelled options might be worth more than the cash payment that you receive in exchange for them.

	If we are acquired by or merge with another company after the date on which your options are cancelled, your cancelled options might be worth more than the cash payment that you receive in exchange for them.

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	•	delivering high-quality and timely analysis and advice to our clients;
	•	understanding and anticipating market trends and the changing needs of our clients; and
	•	delivering products and services of the quality and timeliness necessary to withstand competition.

	•	delivering consistent, high-quality consulting services to our clients;
	•	tailoring our consulting services to the changing needs to our clients; and
	•	our ability to match the skills and competencies of our consulting staff to the skills required for the fulfillment of existing or potential consulting engagements.

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	•	The ability of our Board of Directors to issue and determine the terms of preferred stock;
	•	Advance notice requirements for inclusion of stockholder proposals at stockholder meetings;
	•	A preferred shares rights agreement; and
	•	The anti-takeover provisions of Delaware law.

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1.	Eligibility; Price.

						Payment Per
Grant Date		Exercise Price				Eligible Option
10/11/1995		$	15.67			$	0.01
10/11/1995		$	16.63			$	0.01
11/17/1995		$	17.44			$	0.01
11/17/1995		$	18.50			$	0.01
11/27/1995		$	17.85			$	0.01
1/25/1996		$	24.49			$	0.01
7/25/1996		$	33.02			$	0.01
10/10/1996		$	34.06			$	0.01
2/24/1997		$	19.67			$	0.10
4/7/1997		$	19.90			$	0.12
4/24/1997		$	23.96			$	0.04
10/9/1997		$	30.47			$	0.02
4/23/1998		$	31.56			$	0.04
10/13/1998		$	18.60			$	0.71
10/13/1998		$	19.74			$	0.58
12/15/1998		$	20.46			$	0.57
12/15/1998		$	19.29			$	0.70
1/28/1999		$	22.71			$	0.43
1/28/1999		$	23.90			$	0.35
4/15/1999		$	19.82			$	0.76
7/22/1999		$	20.64			$	0.76
9/30/1999		$	16.96			$	0.01
1/28/2000		$	15.88			$	1.75
4/14/2000		$	13.00			$	2.65
4/14/2000		$	16.63			$	1.68
7/20/2000		$	14.31			$	2.36
8/15/2000		$	13.69			$	2.58
8/15/2000		$	13.84			$	2.54
9/15/2000		$	13.88			$	2.56
3/15/2002		$	12.95			$	3.49
4/15/2002		$	13.30			$	3.41

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	•	are a current or former employee of the Company;
	•	are not a current executive officer or director of the Company; and
	•	are currently employed in Australia, Austria, Belgium, Brazil, Canada, Denmark, France, Germany, Hong Kong, Ireland, Italy, Japan, Netherlands, New Zealand, Norway, Singapore, South Korea, Sweden, Switzerland, Taiwan, United Kingdom, or the United States.

	•	were granted under the Company’s 1991 Stock Option Plan, 1994 Long Term Stock Option Plan, 1996 Long Term stock Option Plan, 1998 Long Term Stock Option Plan or 1999 Stock Option Plan;
	•	have an exercise price per share that is at least $12.95;
	•	are fully vested and outstanding as of the last date on which this offer remains open for acceptance; and
	•	are held by Eligible Employees.

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2.	Number of Options; Expiration Date.

3.	Purpose of the Repurchase Program.

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	•	an extraordinary transaction, such as a merger, reorganization or liquidation, involving us or any of our subsidiaries, except as described below;
	•	any purchase, sale or transfer of a material amount of our assets or the assets of any of our subsidiaries;
	•	any material change in our present dividend policy, or our indebtedness or capitalization;
	•	any change in our Board of Directors or management, except as described below;
	•	any other material change in our corporate structure or business;
	•	our Common Stock no longer being authorized for listing on the New York Stock Exchange;
	•	our Common Stock becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act;
	•	the suspension of our obligation to file reports under Section 15(d) of the Securities Exchange Act;
	•	the acquisition by any person of any of our securities or the disposition of any of our securities (other than as a result of the exercise of stock options or purchases made under our employee stock purchase plan); or
	•	any changes in our certificate of incorporation, bylaws of other governing instruments or any actions that could impede the acquisition of control of us.

4.	Procedures for Electing to Participate in the Repurchase Program.

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	•	use your PIN to access the Mellon website;
	•	read the election terms and conditions on the election screen; and
	•	make your elections online by 9:00 p.m., New York City Time, on September 19, 2005.

	•	use your PIN to access the Mellon website;
	•	read the election terms and conditions on the election screen;
	•	print a copy of your election agreement; AND
	•	sign your election agreement and send it to Mellon using the mailing address listed below.

By Mail: Mellon Investor Services LLC Attn: Reorganization Dept. P.O. Box 3301 South Hackensack, NJ 07606 USA		By Overnight Courier: Mellon Investor Services LLC Attn: Reorganization Dept. 85 Challenger Road Mail Stop — Reorg. Ridgefield Park, NJ 07660 USA

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5.	Withdrawal Rights.

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6.	Acceptance of Eligible Options and Payment of Purchase Price.

7.	Effect of Participating or Not Participating in the Repurchase Program

8.	Conditions of the Repurchase Program.

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	•	there has been any action threatened, pending or taken, or approval withheld, or any statute, rule, regulation, judgment, order or injunction threatened, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the Repurchase Program or us or any of our subsidiaries, by any court or any authority, agency or tribunal that, in our reasonable judgment, would or might directly or indirectly:

	•	make the acceptance for exchange of, or the payment for, some or all of the Eligible Options tendered for cancellation in exchange for the cash payment being offered in the Repurchase Program illegal or otherwise restrict or prohibit completion of the Repurchase Program or otherwise relates in any manner to the Repurchase Program;
	•	delay or restrict our ability, or render us unable, to cancel, or pay for some or all of the Eligible Options tendered for cancellation in exchange for the cash payment being offered in the Repurchase Program;
	•	materially impair the contemplated benefits of the Repurchase Program to us; or
	•	materially and adversely affect the business, condition (financial or other), income, operations or prospects of Gartner or our subsidiaries, or otherwise materially impair in any way the contemplated future conduct of our business or the business of any of our subsidiaries or materially impair the contemplated benefits of the Repurchase Program to us;

	•	there has occurred:

	•	any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market;
	•	the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, whether or not mandatory;
	•	the commencement of a war, armed hostilities or other international or national crisis directly or indirectly involving the United States;
	•	any limitation, whether or not mandatory, by any governmental, regulatory or administrative agency or authority on, or any event that in our reasonable judgment might affect, the extension of credit by banks or other lending institutions in the United States;
	•	in the case of any of the foregoing existing at the time of the commencement of the Repurchase Program, a material acceleration or worsening thereof; or
	•	any decline in either the New York Stock Exchange as measured by the Dow Jones Industrial Average Index or the Standard and Poor’s Index of 500 Companies by an amount in excess of 10% measured during any time period after the close of business on August 22, 2005;

	•	a tender or exchange offer with respect to some or all of our common stock, or a merger or acquisition proposal for us, shall have been proposed, announced or made by another person or entity or shall have been publicly disclosed, or we shall have learned that:

	•	any person, entity or “group,” within the meaning of Section 13(d)(3) of the Securities Exchange Act, shall have acquired or proposed to acquire beneficial ownership of more than 5% of the outstanding shares of our Common Stock, or any new group shall have been formed that beneficially owns more than 5% of the outstanding shares of our Common Stock, other than any such person, entity or group that has filed a Schedule 13D or Schedule 13G with the Securities and Exchange Commission on or before September 19, 2005;
	•	any such person, entity or group that has filed a Schedule 13D or Schedule 13G with the Securities and Exchange Commission on or before September 19, 2005 shall have acquired or proposed to

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		acquire beneficial ownership of an additional 2% or more of the outstanding shares of our Common Stock; or
	•	any person, entity or group shall have filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or made a public announcement reflecting an intent to acquire us or any of our subsidiaries or any of the assets or securities of us or any of our subsidiaries; or

	•	any change or changes shall have occurred in the business, condition (financial or other), assets, income, operations, prospects or stock ownership of Gartner or our subsidiaries that, in our reasonable judgment, is or may be material to Gartner or our subsidiaries.

9.	Price Range of Common Stock Underlying the Options.

Class A Shares		High				Low
2003:
Quarter ended March 31		$	9.68			$	6.76
Quarter ended June 30			8.32				6.45
Quarter ended September 30			12.60				7.50
Quarter ended December 31			13.75				11.12
2004:
Quarter ended March 31		$	11.85			$	11.00
Quarter ended June 30			13.38				11.70
Quarter ended September 30			13.17				11.25
Quarter ended December 31			12.85				11.43

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Class A Shares		High				Low
2005:
Quarter ended March 31		$	12.68			$	9.05
Quarter ended June 30			11.29				8.06
Period beginning July 1 and ending July 5			10.74				10.46

Class B Shares		High				Low
2003:
Quarter ended March 31		$	9.80			$	6.83
Quarter ended June 30			8.38				6.85
Quarter ended September 30			12.30				7.48
Quarter ended December 31			12.99				10.70
2004:
Quarter ended March 31		$	11.61			$	10.80
Quarter ended June 30			12.97				11.52
Quarter ended September 30			12.92				11.17
Quarter ended December 31			12.49				11.33
2005:
Quarter ended March 31		$	12.40			$	8.90
Quarter ended June 30			11.18				7.96
Period beginning July 1 and ending July 5			10.69				10.42

Common Stock		High				Low
2005:
Period beginning July 6 and ending August 18		$	11.12			$	10.37

10.	Source and Amount of Consideration.

11.	Information Concerning the Company.

	•	Research — provides research content and advice for IT professionals, technology companies and the investment community in the form of reports and briefings, as well as peer networking services and membership programs designed specifically for CIOs and other senior executives.

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	•	Consulting — consists primarily of consulting, measurement engagements and strategic advisory services (paid one-day analyst engagements) (“SAS”), which provide assessments of cost, performance, efficiency and quality focused on the IT industry.
	•	Events — consists of various symposia, conferences and exhibitions focused on the IT industry.

For the Fiscal

Fiscal Year Ended

Fiscal Year Ended

Quarter Ended

December 31, 2003

December 31, 2004

June 30, 2005

Ratio of earnings to fixed charges

2.83x

8.87x

0.87x

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12.	Interests of Directors and Officers; Transactions and Arrangements Concerning the Options.

Name		Position
Eugene A. Hall		Chief Executive Officer, Director
William O. Grabe		Director
Stephen G. Pagliuca		Director
Maynard G. Webb, Jr.		Director
James C. Smith		Chairman of the Board, Director
Max D. Hopper		Director
Anne Sutherland Fuchs		Director
John R. Joyce		Director
Jeffrey W. Ubben		Director
Michael J. Bingle		Director
Christopher Lafond		Chief Financial Officer, Executive Vice President
Alister Christopher		Senior Vice President, Worldwide Events
Eric Consolazio		Senior Vice President, Chief Information Officer
Robin B. Kranich		Senior Vice President, Research Operations and Business Development
Michael McCarty		Senior Vice President, Global Sales
Robert C. Patton		President, Gartner Consulting
Lewis G. Schwartz		Senior Vice President, General Counsel & Corporate Secretary
Peter Sondergaard		Senior Vice President, Research Content
Clive Taylor		Senior Vice President, Internal Operations
Joseph T. Waters		Senior Vice President, Executive Programs
Colette Gardner		Senior Vice President, Human Resources

Date of

Nature of

Name

Transaction

Transaction

Amount

Price

VA Partners LLC(1)

August 16, 2005

Open Market Purchase

1,800

The purchase price per share was $10.60

VA Partners LLC(1)

August 15, 2005

Open Market Purchase

38,500

The purchase price per share was $10.47

VA Partners LLC(1)

August 12, 2005

Open Market Purchase

150,000

The purchase price per share was $10.57

VA Partners LLC(1)

August 11, 2005

Open Market Purchase

100,000

The purchase price per share was $10.44

VA Partners LLC(1)

August 10, 2005

Open Market Purchase

33,200

The purchase price per share was $10.48

VA Partners LLC(1)

August 9, 2005

Open Market Purchase

68,900

The purchase price per share was $10.59

VA Partners LLC(1)

August 8, 2005

Open Market Purchase

97,900

The purchase price per share was $10.49

VA Partners LLC(1)

August 5, 2005

Open Market Purchase

178,200

The purchase price per share was $10.44

VA Partners LLC(1)

August 4, 2005

Open Market Purchase

57,400

The purchase price per share was $10.58

VA Partners LLC(1)

August 3, 2005

Open Market Purchase

75,800

The purchase price per share was $10.58

VA Partners LLC(1)

August 2, 2005

Open Market Purchase

126,800

The purchase price per share was $10.54

VA Partners LLC(1)

August 1, 2005

Open Market Purchase

150,000

The purchase price per share was $10.31

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Date of

Nature of

Name

Transaction

Transaction

Amount

Price

VA Partners LLC(1)

August 1, 2005

Open Market Purchase

190,200

The purchase price per share was $10.21

Colette Y. Gardner

August 1, 2005

Option Grant

78,000

The per share exercise price was $10.39

James C. Smith

July 1, 2005

Compensation under Gartner Long Term Incentive Plan

2,594

N/A(2)

Stephen G. Pagliuca

July 1, 2005

Compensation under Gartner Long Term Incentive Plan

1,415

N/A(2)

Maynard G. Webb  Jr.

July 1, 2005

Compensation under Gartner Long Term Incentive Plan

1,297

N/A(2)

Anne Sutherland Fuchs

July 1, 2005

Compensation under Gartner Long Term Incentive Plan

1,297

N/A(2)

William O. Grabe

July 1, 2005

Compensation under Gartner Long Term Incentive Plan

1,297

N/A(2)

Max D. Hopper

July 1, 2005

Compensation under Gartner Long Term Incentive Plan

708

N/A(2)

Jeffrey W. Ubben

July 1, 2005

Compensation under Gartner Long Term Incentive Plan

1,297.17

N/A(2)

(1)	The reported stock is owned directly by ValueAct Capital MasterFund, L.P., and ValueAct Capital Partners Co-Investors, L.P. and indirectly by VA Partners, LLC as general partner of ValueAct Master Fund, L.P. and ValueAct Capital Partners Co-Investors, L.P. Jeffrey W. Ubben is a director of Gartner, Inc. and Managing Member of VA Partners, LLC, the General Partner.
(2)	These shares are Common Stock Equivalents received as compensation for service as an outside director of Gartner. They were granted under the Company’s 2003 Long Term Incentive Plan (LTIP). The Common Stock Equivalents convert to Gartner Common Stock on the date the outside director’s continuous status as director terminates, or as otherwise provides in the 2003 LTIP.

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			Number of Shares				Percent Ownership of
Name of Beneficial Owner			Common Stock				Common Stock
Michael J. Bingle(1)				37,740,128				33.40	%
Anne Sutherland Fuchs(2)				26,001				*
William O. Grabe(2)				95,001				*
Max D. Hopper(2)				42,001				*
John R. Joyce(3)				37,740,128				33.40	%
Stephen G. Pagliuca(4)				60,001				*
James C. Smith(5)				312,334				*
Maynard G. Webb, Jr.(6)				42,001				*
Jeffrey W. Ubben(7)				18,452,246				16.33	%
Eugene A. Hall(8)				701,928				*
Alister Christopher(9)				113,495				*
Michael McCarty(10)				41,667				*
Robert C. Patton(11)				103,000				*
Clive Taylor(12)				140,601				*
All current directors, director nominees and current executive officers as a group (21 persons)(13)				58,348,822				51.12	%
Wellington Management Company				6,646,660				5.88	%
	75 State Street, Boston, MA 02109(14)
Entities Affiliated with Silver Lake Partners,
	L.P.(15)			37,740,128				33.40	%
	2725 Sand Hill Road, Suite 150,
	Menlo Park, CA 94025
VA Partners, L.L.C.(16)
	One Maritime Plaza, Suite 1400,
	San Francisco, CA 94111			18,447,246				16.33	%

	*	Represents less than one percent of issued and outstanding Common Stock.

	(1)	Silver Lake Partners, L.P., Silver Lake Investors, L.P. and Silver Lake Technology Investors, L.L.C. own 37,740,128 shares of Common Stock. Silver Lake Technology Associates, L.L.C. is the General Partner of each of Silver Lake Partners, L.P. and Silver Lake Investors, L.P. Silver Lake Technology Management, L.L.C. is the manager of Silver Lake Technology Investors, L.L.C. Mr. Bingle is a Managing Director of each of Silver Lake Technology Associates, L.L.C. and of Silver Lake Technology Management, L.L.C. As such, Mr. Bingle could be deemed to have shared voting or dispositive power over these shares. Mr. Bingle, however, disclaims beneficial ownership in these shares, except to the extent of his pecuniary interest therein.
	(2)	Includes 21,001 shares of Common Stock issuable upon the exercise of stock options that are exercisable within 60 days of August 15, 2005.

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	(3)	Silver Lake Partners, L.P., Silver Lake Investors, L.P. and Silver Lake Technology Investors, L.L.C. own 37,740,128 shares of Common Stock. Silver Lake Technology Associates, L.L.C. is the General Partner of each of Silver Lake Partners, L.P. and Silver Lake Investors, L.P. Silver Lake Technology Management, L.L.C. is the manager of Silver Lake Technology Investors, L.L.C. Mr. Joyce is a Managing Director of each of Silver Lake Technology Associates, L.L.C. and of Silver Lake Technology Management, L.L.C. As such, Mr. Joyce could be deemed to have shared voting or dispositive power over these shares. Mr. Joyce, however, disclaims beneficial ownership in these shares, except to the extent of his pecuniary interest therein.
	(4)	Includes 21,001 shares of Common Stock issuable upon the exercise of stock options that are exercisable within 60 days of August 15, 2005, and includes 10,000 shares of Common Stock that are owned by Mr. Pagliuca indirectly.
	(5)	Includes 12,334 shares of Common Stock issuable upon the exercise of stock options that are exercisable within 60 days of August 15, 2005.
	(6)	Includes 22,001 shares of Common Stock issuable upon the exercise of stock options that are exercisable within 60 days of August 15, 2005.
	(7)	ValueAct Capital Master Fund, L.P. and ValueAct Capital Partners Co-Investment, L.P. own 18,447,246 shares of our Common Stock. VA Partners, L.L.C. is the General Partner of each of these entities. Mr. Ubben is a Managing Member of VA Partners, L.L.C. As such, Mr. Ubben could be deemed to have shared voting or dispositive power over these shares. Mr. Ubben, however, disclaims beneficial ownership in these shares, except to the extent of his pecuniary interest therein. Includes 5,000 shares of Common Stock issuable upon the exercise of stock options that are exercisable within 60 days of August 15, 2005.
	(8)	Includes 500,000 shares of restricted stock. Also includes 200,000 shares of Common Stock issuable upon the exercise of stock options that are exercisable within 60 days of August 15, 2005.
	(9)	Includes 113,495 shares of Common Stock issuable upon the exercise of stock options that are exercisable within 60 days of August 15, 2005.

(10)	Includes 41,667 shares of Common Stock issuable upon the exercise of stock options that are exercisable within 60 days of August 15, 2005.
(11)	Includes 22,000 shares of restricted stock. Also includes 70,000 shares of Common Stock issuable upon the exercise of stock options that are exercisable within 60 days of August 15, 2005.
(12)	Also includes 70,000 shares of Common Stock issuable upon the exercise of stock options that are exercisable within 60 days of August 15, 2005.
(13)	Includes 522,084 shares of restricted stock. Also includes 1,114,559 shares of Common Stock issuable upon the exercise of stock options that are exercisable within 60 days of August 15, 2005.
(14)	The shares shown as beneficially owned by Wellington Management Company, LLP were reported in its Schedule 13G filed with the SEC on February 14, 2005.
(15)	Represents shares owned by a group of investment funds affiliated with Silver Lake Partners, L.P., the General Partner of which is Silver Lake Technology Associates, including (i) 34,755,105 shares owned by Silver Lake Partners, L.P.; (ii) 998,701 shares owned by Silver Lake Investors, L.P.; and (iii) 1,986,322 shares owned by Silver Lake Technology Investors, L.L.C.
(16)	Represents shares owned by a group of investments whose General Partner is VA Partners, L.L.C., including: (i) 18,184,659 shares of Common Stock owned by ValueAct Capital Master Fund, L.P.; and (ii) 262,587 shares of Common Stock owned by ValueAct Capital Partners Co-Investors, L.P.

13.	Status of Options Acquired by Us in the Repurchase Program; Accounting Consequences of the Repurchase Program.

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14.	Legal Matters; Regulatory Approvals.

15.	Material U.S. Federal Income Tax Consequences.

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16.	Extension of Repurchase Program; Termination; Amendment.

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17.	Fees and Expenses.

18.	Additional Information.

	•	our annual report on Form 10-K for the fiscal year ended December 31, 2004, filed with the Securities and Exchange Commission on March 16, 2005;
	•	our quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2005, filed with the Securities and Exchange Commissions on August 9, 2005;
	•	the definitive proxy statement for our 2005 annual meeting of stockholders, filed with the Securities and Exchange Commission on May 24, 2005;
	•	our current report on Form 8-K, filed with the Securities and Exchange Commission on March 30, 2005;
	•	our current report on Form 8-K, filed with the Securities and Exchange Commission on April 1, 2005;
	•	our current report on Form 8-K, filed with the Securities and Exchange Commission on April 7, 2005;
	•	our current report on Form 8-K, filed with the Securities and Exchange Commission on April 20, 2005;
	•	our current report on Form 8-K, filed with the Securities and Exchange Commission on May 3, 2005;
	•	our current report on Form 8-K, filed with the Securities and Exchange Commission on June 16, 2005;
	•	our current report on Form 8-K, filed with the Securities and Exchange Commission on July 6, 2005; and
	•	our current report on Form 8-K, filed with the Securities and Exchange Commission on July 28, 2005.

	Investor Relations
	Gartner, Inc.
	P.O. Box 10212
	56 Top Gallant Road
	Stamford, CT 06902-7700

	You may also make a request to Investor Relations by telephone at (203) 316-6537 or by electronic mail at investor.relations@gartner.com between the hours of 9:00 a.m. and 5:00 p.m., New York City Time, Monday through Friday.

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19.	Financial statements.

20.	Miscellaneous.

Gartner, Inc.	August 22, 2005

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	•	including, to the extent possible under applicable law, your sensitive personal data,

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	•	in any jurisdiction,
	•	by and among us, our subsidiaries or third parties, or by and among our authorized personnel, authorized personnel in our subsidiaries or third parties,
	•	that is necessary and for as long as necessary, and
	•	for the exclusive purposes of implementing, administering or managing your participation in the Repurchase Program.

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	•	including, to the extent possible under applicable law, your sensitive personal data,
	•	in any jurisdiction,
	•	by and among us, our subsidiaries or third parties, or by and among our authorized personnel, authorized personnel in our subsidiaries or third parties,
	•	that is necessary and for as long as necessary, and
	•	for the exclusive purposes of implementing, administering or managing your participation in the Repurchase Program.

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	•	including, to the extent possible under applicable law, your sensitive personal data,

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	•	in any jurisdiction,
	•	by and among us, our subsidiaries or third parties, or by and among our authorized personnel, authorized personnel in our subsidiaries or third parties,
	•	that is necessary and for as long as necessary, and
	•	for the exclusive purposes of implementing, administering or managing your participation in the Repurchase Program.

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	•	including, to the extent possible under applicable law, your sensitive personal data,
	•	in any jurisdiction,
	•	by and among us, our subsidiaries or third parties, or by and among our authorized personnel, authorized personnel in our subsidiaries or third parties,
	•	that is necessary and for as long as necessary, and
	•	for the exclusive purposes of implementing, administering or managing your participation in the Repurchase Program.

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	•	including, to the extent possible under applicable law, your sensitive personal data,
	•	in any jurisdiction,
	•	by and among us, our subsidiaries or third parties, or by and among our authorized personnel, authorized personnel in our subsidiaries or third parties,
	•	that is necessary and for as long as necessary, and
	•	for the exclusive purposes of implementing, administering or managing your participation in the Repurchase Program.

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	•	including, to the extent possible under applicable law, your sensitive personal data,
	•	in any jurisdiction,
	•	by and among us, our subsidiaries or third parties, or by and among our authorized personnel, authorized personnel in our subsidiaries or third parties,
	•	that is necessary and for as long as necessary, and
	•	for the exclusive purposes of implementing, administering or managing your participation in the Repurchase Program.

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	•	including, to the extent possible under applicable law, your sensitive personal data,
	•	in any jurisdiction,
	•	by and among us, our subsidiaries or third parties, or by and among our authorized personnel, authorized personnel in our subsidiaries or third parties,
	•	that is necessary and for as long as necessary, and
	•	for the exclusive purposes of implementing, administering or managing your participation in the Repurchase Program.

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	•	including, to the extent possible under applicable law, your sensitive personal data,
	•	in any jurisdiction,
	•	by and among us, our subsidiaries or third parties, or by and among our authorized personnel, authorized personnel in our subsidiaries or third parties,
	•	that is necessary and for as long as necessary, and
	•	for the exclusive purposes of implementing, administering or managing your participation in the Repurchase Program.

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	•	including, to the extent possible under applicable law, your sensitive personal data,
	•	in any jurisdiction,
	•	by and among us, our subsidiaries or third parties, or by and among our authorized personnel, authorized personnel in our subsidiaries or third parties,
	•	that is necessary and for as long as necessary, and
	•	for the exclusive purposes of implementing, administering or managing your participation in the Repurchase Program.

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	•	including, to the extent possible under applicable law, your sensitive personal data,
	•	in any jurisdiction,
	•	by and among us, our subsidiaries or third parties, or by and among our authorized personnel, authorized personnel in our subsidiaries or third parties,
	•	that is necessary and for as long as necessary, and
	•	for the exclusive purposes of implementing, administering or managing your participation in the Repurchase Program.

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	•	including, to the extent possible under applicable law, your sensitive personal data,
	•	in any jurisdiction,
	•	by and among us, our subsidiaries or third parties, or by and among our authorized personnel, authorized personnel in our subsidiaries or third parties,
	•	that is necessary and for as long as necessary, and
	•	for the exclusive purposes of implementing, administering or managing your participation in the Repurchase Program.

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	•	including, to the extent possible under applicable law, your sensitive personal data,
	•	in any jurisdiction,
	•	by and among us, our subsidiaries or third parties, or by and among our authorized personnel, authorized personnel in our subsidiaries or third parties,
	•	that is necessary and for as long as necessary, and
	•	for the exclusive purposes of implementing, administering or managing your participation in the Repurchase Program.

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	•	including, to the extent possible under applicable law, your sensitive personal data,
	•	in any jurisdiction,
	•	by and among us, our subsidiaries or third parties, or by and among our authorized personnel, authorized personnel in our subsidiaries or third parties,
	•	that is necessary and for as long as necessary, and
	•	for the exclusive purposes of implementing, administering or managing your participation in the Repurchase Program.

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	•	including, to the extent possible under applicable law, your sensitive personal data,
	•	in any jurisdiction,
	•	by and among us, our subsidiaries or third parties, or by and among our authorized personnel, authorized personnel in our subsidiaries or third parties,
	•	that is necessary and for as long as necessary, and
	•	for the exclusive purposes of implementing, administering or managing your participation in the Repurchase Program.

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	•	including, to the extent possible under applicable law, your sensitive personal data,
	•	in any jurisdiction,
	•	by and among us, our subsidiaries or third parties, or by and among our authorized personnel, authorized personnel in our subsidiaries or third parties,
	•	that is necessary and for as long as necessary, and
	•	for the exclusive purposes of implementing, administering or managing your participation in the Repurchase Program.

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	•	including, to the extent possible under applicable law, your sensitive personal data,
	•	in any jurisdiction,
	•	by and among us, our subsidiaries or third parties, or by and among our authorized personnel, authorized personnel in our subsidiaries or third parties,
	•	that is necessary and for as long as necessary, and
	•	for the exclusive purposes of implementing, administering or managing your participation in the Repurchase Program.

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	•	including, to the extent possible under applicable law, your sensitive personal data,
	•	in any jurisdiction,
	•	by and among us, our subsidiaries or third parties, or by and among our authorized personnel, authorized personnel in our subsidiaries or third parties,
	•	that is necessary and for as long as necessary, and
	•	for the exclusive purposes of implementing, administering or managing your participation in the Repurchase Program.

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	•	including, to the extent possible under applicable law, your sensitive personal data,
	•	in any jurisdiction,

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	•	by and among us, our subsidiaries or third parties, or by and among our authorized personnel, authorized personnel in our subsidiaries or third parties,
	•	that is necessary and for as long as necessary, and
	•	for the exclusive purposes of implementing, administering or managing your participation in the Repurchase Program.

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	•	including, to the extent possible under applicable law, your sensitive personal data,
	•	in any jurisdiction,
	•	by and among us, our subsidiaries or third parties, or by and among our authorized personnel, authorized personnel in our subsidiaries or third parties,
	•	that is necessary and for as long as necessary, and
	•	for the exclusive purposes of implementing, administering or managing your participation in the Repurchase Program.

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	•	including, to the extent possible under applicable law, your sensitive personal data,
	•	in any jurisdiction,
	•	by and among us, our subsidiaries or third parties, or by and among our authorized personnel, authorized personnel in our subsidiaries or third parties,
	•	that is necessary and for as long as necessary, and
	•	for the exclusive purposes of implementing, administering or managing your participation in the Repurchase Program.

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	•	including, to the extent possible under applicable law, your sensitive personal data,
	•	in any jurisdiction,

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	•	by and among us, our subsidiaries or third parties, or by and among our authorized personnel, authorized personnel in our subsidiaries or third parties,
	•	that is necessary and for as long as necessary, and
	•	for the exclusive purposes of implementing, administering or managing your participation in the Repurchase Program.

U-2

 

Eligible

Eligible

Eligible

Offered Price

Option

Options

Options

Per Eligible

Total

Grant #

Grant Date

Exercise Price

Granted

Outstanding

Option

Offered Price

	In order for your election to be valid, Mellon must receive your signed Election Agreement by 9 P.M., New York City Time, on September 19, 2005. Please read the Terms and Conditions below and follow the instructions to finalize this Election Agreement.

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	If you make a new election choice and do not properly complete the Election Agreement process your previous Election Agreement and your new Election Agreement will both be voided and you will be deemed to have chosen not to participate.

	1. I agree and confirm that my election choice is that indicated in the table on the Election Agreement.
	2. By participating in the Gartner stock option repurchase program, I agree to all of the terms of the offer set forth in the Offer Documents and I acknowledge and accept the risks set forth in the Offer Documents.
	3. I agree that: (i) participation in the stock option repurchase is voluntary; and (ii) if, prior to the expiration date, I exercise any options that I have tendered, those options will be withdrawn from my tender and the remainder of my eligible options will continue to be treated as tendered.
	4. By participating in the Gartner stock option repurchase program, I agree to give up all rights I may have with respect to the options that I elect to tender and I acknowledge that the cancelled options will not be reinstated for any reason.
	5. I agree that decisions with respect to future grants under any Gartner employee stock plan, if any, will be at the sole discretion of Gartner.
	6. I agree that: (i) the repurchase program is discretionary in nature and may be suspended or terminated by Gartner at any time prior to the cancellation of the existing options; (ii) Gartner may, at its discretion, refuse to accept my election to participate; and (iii) the repurchase program is a one-time offer which does not create any contractual or other right to receive future offers, or benefits in lieu of offers.
	7. I agree that: (i) the future value of the Gartner common stock is unknown and cannot be predicted with certainty; and (ii) no claim or entitlement to compensation or damages arises if the stock price increases above my the option price and I irrevocably release Gartner and its subsidiaries from any such claim that may arise.
	8. I agree that: (i) the value of any options cancelled, promised or granted pursuant to the stock option repurchase program is an extraordinary item of income which is outside the scope of the employment contract; (ii) the value of any options cancelled pursuant to the stock option repurchase program is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments.
	9. Neither my participation in the Gartner stock option repurchase program nor this Election Agreement shall be construed so as to grant me any right to remain in the employ of Gartner or any of its

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	subsidiaries and shall not interfere with the ability of my current employer to terminate my employment relationship at any time with or without cause (subject to the terms of my employment contract, if any).
	10. For the exclusive purpose of implementing, administering and managing my participation in the stock option repurchase program, I hereby explicitly and unambiguously consent to the collection, receipt, use, retention and transfer, in electronic or other form, of my personal data as described in this document by and among, as applicable, my employer and Gartner and its subsidiaries. I understand that Gartner and my employer hold certain personal information about me, including, but not limited to, my name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in Gartner, details of all options or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in my favor, for the purpose of implementing, administering and managing the stock option repurchase program (“Data”). I understand that Data may be transferred to any third parties assisting in the implementation, administration and management of the stock option repurchase program, that these recipients may be located in my country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than my country. I understand that I may request a list with the names and addresses of any potential recipients of the Data by contacting my local HR department representative. I authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing my participation in the offer to purchase. I understand that Data will be held only as long as is necessary to implement, administer and manage my participation in the stock option repurchase program. I understand that I may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing my local HR department representative. I understand, however, that refusing or withdrawing my consent may affect my ability to participate in the offer to purchase. For more information on the consequences of my refusal to consent or withdrawal of consent, I understand that I may contact my local HR department representative.
	11. Regardless of any action that Gartner or a subsidiary of Gartner takes with respect to any or all income tax, social insurance, payroll tax or other tax-related withholding related to the repurchase (“Applicable Withholdings”), I acknowledge that the ultimate liability for all Applicable Withholdings is and remains my sole responsibility. In that regard, I authorize Gartner and/or its subsidiaries to withhold all Applicable Withholdings legally payable by me from my wages or other cash payment paid to me by Gartner and/or its subsidiaries. Finally, I agree to pay to Gartner or its subsidiary any amount of Applicable Withholdings that Gartner or its subsidiary may be required to withhold as a result of my participation in the stock option repurchase program if Gartner does not satisfy the Applicable Withholding through other means.
	12. The Offer Documents are incorporated herein by reference. The Offer Documents and this Election Agreement constitute the entire agreement between me and Gartner with respect to the subject matter hereof and supersede in their entirety all prior agreements (including stock option agreements relating to tendered stock options) with respect to the subject matter hereof. This agreement is governed by the internal substantive laws, but not the choice of law rules, of Delaware.
	13. I agree that participation in the Gartner stock option repurchase program is governed by the terms and conditions set forth in the Offer Documents and this Election Agreement. I have received the Offer Documents and I have had an opportunity to obtain the advice of counsel prior to electing to participate in the stock option repurchase. I agree to accept as binding, conclusive and final all decisions or interpretations of Gartner upon any questions relating to the stock option repurchase and this Election Agreement.
	14. I acknowledge that I may be executing part or all of this Election Agreement in English and I agree to be bound accordingly.

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