UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 8-K/A

CURRENT REPORT

Date of Report (Date of earliest event reported)

April 1, 2005

GARTNER, INC.

P.O. Box 10212
56 Top Gallant Road
Stamford, CT 06902-7747
(Address of Principal Executive Offices, including Zip Code)

(203) 316-1111
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Table of Contents

EXPLANATORY NOTE

On April 1, 2005, the registrant filed with the U.S. Securities and Exchange Commission a Current Report on Form 8-K (the “Original Filing”) with respect to the merger consummated in accordance with the Agreement and Plan of Merger dated as of December 26, 2004 among Gartner, Inc., a Delaware corporation (“Gartner”), Green Falcon, Inc., a Delaware corporation and a wholly owned subsidiary of Gartner (“Sub”) and META Group, Inc. (“META”).

In response to parts (a) and (b) of Item 9.01 of the Original Filing, the Company stated that it would file the required financial information by amendment, as permitted by Items 9.01(a)(4) and 9.01(b)(2) of Form 8-K. This Amendment to the Current Report on Form 8-K is being filed solely for the purpose of providing the required financial information.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements of Business Acquired.

META Financial Statements for the Quarter ended March 31, 2005 (Unaudited) are filed as Exhibit 99.2 to this Current Report on Form 8-K. META Financial Statements for the Year Ended December 31, 2004 are incorporated by reference from META’s Annual Report on Form
10-K.

(b) Pro Forma Financial Information.

Gartner Pro Forma Combined Statement of Operations for the Year Ended December 31, 2004 (Unaudited), Pro Forma Combined Balance Sheet as of March 31, 2005 (Unaudited) and Pro Forma Combined Statement of Operations for the Quarter Ended March 31, 2005 (Unaudited) are filed as Exhibit 99.3 to this Current Report on Form 8-K.

(c) Exhibits.

See Exhibit Index attached hereto.

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 hereunto duly authorized.

EXHIBIT INDEX

Exhibit 99.2

META Group, Inc.
CONSOLIDATED BALANCE SHEETS
(In thousands, except for share and per share data)
(Unaudited)

See notes to consolidated financial statements.

1

Exhibit 99.2

META Group, Inc.

See notes to consolidated financial statements.

2

Exhibit 99.2

META Group, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)

See notes to consolidated financial statements.

3

Exhibit 99.2

META Group, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 1 – Interim Financial Statements

     The accompanying unaudited consolidated financial statements include the accounts of META Group, Inc. (the “Company”) and its subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial reporting and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements.

     In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring items) necessary for a fair presentation of results for the interim periods presented. The results of operations for any interim period are not necessarily indicative of results for the full year. These financial statements and footnote disclosures should be read in conjunction with the December 31, 2004 audited consolidated financial statements and the notes thereto included in the Company’s Form 10-K for the year ended December 31, 2004.

     The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the accompanying consolidated financial statements and notes. Actual results could differ from those estimates.

Note 2 – Acquisitions

     In April 2004, the Company acquired 100% of META Group Middle East for $950,000 in cash. The Company acquired this distributor in order to have full ownership control in the Middle East (other than Israel) to better serve its customers in the region. The purchase price has been allocated to the assets acquired and the liabilities assumed, based on estimated fair values at the date of acquisition. The allocation resulted in goodwill of $1.1 million recorded in the Advisory Services segment and $0.5 million recorded in the Consulting segment and $0.4 million related to the customer list of the seller, which is being amortized on the straight line method over 7 years.

Note 3 – Goodwill and Other Intangible Assets

     Effective January 1, 2002, the Company adopted Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets (“SFAS 142”). Under SFAS 142, goodwill and intangible assets deemed to have indefinite lives will no longer be amortized but will be subject to impairment tests on an annual basis, or more frequently if certain indicators arise. Other finite lived intangible assets will continue to be amortized over their useful lives. During the quarter ended March 31, 2005, the remaining useful lives of intangible assets being amortized were reviewed and deemed to be appropriate .

     The goodwill impairment test is a two-step process that requires goodwill to be allocated to the reporting units. In the first step, the fair value of the reporting unit is compared to the carrying value of the reporting unit. If the fair value of the reporting unit is less than the carrying value of the reporting unit,

4

Exhibit 99.2

goodwill impairment may exist, and the second step of the test is performed. In the second step, the fair value of the goodwill is compared to the carrying value of the goodwill and an impairment loss will be recognized to the extent that the carrying value of the goodwill exceeds the implied fair value of the goodwill.

     In accordance with SFAS 142, the Company has selected a date by which the annual impairment test will be performed, such date being September 30. The Company performed its annual impairment test in September 2004 which resulted in no goodwill impairment .

     A summary of the Company’s intangible assets as of March 31, 2005 and December 31, 2004 is as follows (amounts in thousands):

5

Exhibit 99.2

     The changes in the carrying amount of goodwill by reportable segment for the three months ended March 31, 2005 is as follows (in thousands):

Note 4 – Comprehensive Loss

     Comprehensive loss for the three months ended March 31, 2005 and 2004 was as follows (in thousands):

     The shares the Company owns in Tescom became a marketable security on February 24, 2004 as a result of an initial public offering that Tescom completed. The Company classifies its investment as available-for-sale. During 2004, the Company determined that Tescom stock had been trading at a price below the Company’s basis in the stock for a period which exceeded six months, and that an other-than-temporary decline in value had taken place, and the Company recorded an impairment loss based on the difference between its basis in its investment in Tescom and the market value of Tescom stock on December 31, 2004. Accordingly, this resulted in an impairment loss of $154,000 which was recorded by the Company as of December 31, 2004. The carrying value of the Company’s investment was $1,262,000 at March 31, 2005, which includes an unrealized gain of $331,000.

Note 5 – Segment Reporting

     The Company has organized itself around two business segments: Advisory Services and Strategic Consulting. The Company’s operating segments are managed separately, because each operating segment represents a strategic business unit that generally offers distinct products / services. Advisory Services provide comprehensive coverage of relevant information technology and business-related issues faced by its clients through client/analyst interaction, published conclusions and

6

Exhibit 99.2

recommendations to each client’s specific IT requirements, including various topic-specific reports and standalone deliverables that meet specific assessment requirements. Strategic Consulting provides custom consulting services tailored to meet individual client requirements.

     The accounting policies of the operating segments are the same as those described in Note 1 to the Company’s 2004 Annual Report on Form 10-K except that the disaggregated financial results for the Company’s operating segments have been prepared using a management approach, which is consistent with the basis and manner in which the Company’s management internally disaggregates financial information for the purposes of assistance in making internal operating decisions. The Company evaluates performance based on standalone segment gross margin, defined by the Company as the segment revenues less segment cost of sales and fulfillment excluding selling, general and administrative expenses. Management does not allocate corporate assets, non-operating income or income taxes when measuring segment results. The Company evaluates the results of its geographic segments excluding intercompany royalty income and expense.

     The Company earns revenue from clients in many countries. In the quarters ended March 31, 2005 and 2004, other than the United States and Germany, there was no individual country in which revenues from external clients represent 10% or more of the Company’s consolidated revenues. Additionally, no single client accounted for 10% or more of total revenue in the quarters ended March 31, 2005 and 2004, and the loss of a single client, in management’s opinion, would not have a material adverse effect on revenues.

Information by operating segment is set forth below (in thousands):

7

Exhibit 99.2

     The Company sells its products in the United States, and internationally through its subsidiaries in Canada, the Asia Pacific region, Europe and the Middle East. The Company also utilizes a network of independent sales representative organizations located in South Africa, Israel, Poland, Hungary, Japan and Argentina to distribute its products.

Information by geographic region is set forth below (in thousands):

Note 6 – Bank Debt

     The Company has a $6 million revolving credit agreement (the “Facility”). Under the Facility, interest on any outstanding borrowings is payable at the rate of LIBOR, as determined by the bank, plus 1.5%, or the higher of the Prime Rate or the Federal Funds Rate plus 0.5%. The Facility contains no financial covenants. In 2004, the Company executed a five-month extension of the Facility which extended the maturity date to April 4, 2005. On March 31, 2005, the Company amended the Facility to terminate the revolving credit commitment, reduce the letter of credit commitment to $1,533,000 and extend the maturity date to December 31, 2005. The Facility is fully collateralized by a $1.75 million and a $6 million cash deposit reflected as restricted cash as of March 31, 2005 and December 31, 2004 respectively. As of March 31, 2005 and December 31, 2004, there was $1,533,000 used under the Facility in the form of standby letters of credit issued on behalf of one of the Company’s independent sales representative organizations and as collateral for a portion of the Company’s U.S. premises leases and equipment leases. There were no borrowings outstanding as of March 31, 2005 and December 31, 2004.

Note 7 – Stock-Based Compensation

     The Company has three active stock-based employee compensation plans, which are described more fully in Note 9 to the Company’s 2004 Annual Report on Form 10-K. The Company accounts for those plans under the recognition and measurement principles of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees”, and related Interpretations. No stock-based employee compensation cost is reflected in net income (loss), as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the pro forma effect on net loss and loss per share if the Company had applied the fair value recognition provisions of Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” to stock-based employee compensation (in thousands, except per share data):

8

Exhibit 99.2

Note 8 – Net Loss Per Share

     The following table sets forth the computation of net loss per share for the three months ended March 31, 2005 and 2004:

Diluted earnings per share for the three months ended March 31, 2005 and 2004 excludes 1,332,372 and 1,875,448 common stock equivalents (options), respectively, because they are anti-dilutive.

9

Exhibit 99.2

Note 9 – Contingencies and Guarantees

          Contingencies:

          Legal:

          Other than ordinary routine litigation incidental to the Company’s business, the Company is not a party, nor is any of its property subject to, any pending legal proceedings.

          Acquisition of Assets of Rubin Systems, Inc. (“RSI”)

          In August 2004, the Company and Dr. Rubin entered into an Amended and Restated Employment, Compensation and Release Agreement (the “Restated Agreement”). The term of the Restated Agreement is through December 31, 2008, but is subject to earlier termination. The Restated Agreement supersedes the earnout provisions of an October 2000 agreement and provides, effective as of January 1, 2004, for the following earnout arrangements:

     - Dr. Rubin’s earnout potential for the term of the Restated Agreement is $2,300,000, split into equal $460,000 annual increments for the years 2004 through 2008. Of the $460,000, Dr. Rubin can earn up to $230,000 per year based on Company performance or other criteria established by the Company’s Compensation Committee, and he can earn up to another $230,000 based on a percentage of the Company’s WWB benchmark, WWB publication and WWB guru consulting revenue (“WWB Revenue”). The amount earned is a percentage of the WWB Revenue is equal to ten percent, eight percent, seven percent, five percent and four percent in each of fiscal years 2004, 2005, 2006, 2007 and 2008, respectively, capped at $230,000 per year. No carryover is permitted.

     - Dr. Rubin is not eligible for any earnout payments for a given fiscal year if his retainer consulting revenue for the year is less than $1 million.

          Letters of Credit:

          See Note 6 for discussion of standby letters of credit.

          Guarantees:

          In September 2000 the Company provided a corporate guarantee in the amount of €62,000 (approximately $80,000) guaranteeing lease payments to the landlord of one of the Company’s former independent sales representative organizations. In January 2002, the landlord called the guarantee. The claim is currently being negotiated with the landlord. The Company is currently uncertain as to when this issue will be resolved.

Note 10 – Restructuring Charges

          During 2004, the Company recorded restructuring charges totaling $1,755,000. These charges were associated with workforce reductions, which totaled 32 employees. As of March 31, 2005, $640,000 remains unpaid and is expected to be paid in 2005.

Note 11 – Severance

          In the quarter ended March 31, 2005, the Company recorded severance charges totaling $560,000 associated with 11 employees. As of March 31, 2005, all amounts were paid.

10

Exhibit 99.2

Note 12 – Merger Costs

          In March 2005, under the terms of the merger agreement, the Company accelerated vesting of unvested stock options immediately prior to the merger (see Note 13) and recognized $7.0 million of compensation expense. In 2004 and the quarter ended March 31, 2005, the Company incurred $2.3 million and $2.9 million, respectively, of merger costs. At March 31, 2005, $3.4 million of merger costs remain unpaid and are expected to be paid in 2005.

Note 13 – Subsequent Event – Merger

          Effective April 1, 2005, the Company’s acquisition by Gartner, Inc. became effective. Under the terms of the merger agreement, the Company’s stockholders received $10.00, without interest, in cash for each share of the Company’s common stock held by them.

11

Exhibit 99.3

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

     The following unaudited pro forma combined financial statements give effect to the acquisition by Gartner of META on April 1, 2005, and the related financings on the historical financial position and results of operations of Gartner and META. The historical financial information set forth below has been derived from, and should be read in connection with, the financial statements of Gartner and META, including the notes thereto.

     Gartner’s financial statements for the year ended December 31, 2004 are included in Gartner’s Annual Report on Form 10-K for the year ended December 31, 2004. Gartner’s financial statements for the quarter ended March 31, 2005 are included in Gartner’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005. META’s financial statements for the year ended December 31, 2004 are included in META’s Annual Report on Form 10-K for the year ended December 31, 2004. META’s financial statements for the quarter ended March 31, 2005 are included herein in Exhibit 99.2.

     The pro forma financial statements give effect to the acquisition and the related financings as if the transactions had been consummated for the combined statements of operations on January 1, 2004 and for the combined balance sheet on March 31, 2005 under the purchase method of accounting.

     The allocation of the purchase price as reflected in the pro forma combined financial statements has been based upon preliminary estimates of the fair values of assets acquired and liabilities assumed. Management is currently assessing the fair values of the tangible and intangible assets acquired and liabilities assumed. This preliminary allocation of the purchase price depends upon certain estimates and assumptions, which are preliminary and have been made solely for the purpose of developing the unaudited pro forma combined financial statements. These valuations could change significantly upon the completion of further analyses and asset valuations from those used in the pro forma combined financial statements.

     The unaudited pro forma combined financial statements do not include liabilities resulting from planning related to the operation of Meta’s business in conjunction with that of Gartner’s following the merger and adjustments in respect of possible settlements of outstanding liabilities (other than those already included in the historical financial statements of either company), as these are not presently estimable. Amounts preliminarily allocated to goodwill may change and amounts allocated to identifiable intangible assets with definite lives may increase or decrease, which could result in a change in amortization of acquired intangible assets. The fair value of deferred revenue related to the acquired META contracts is still being finalized. Therefore, the actual amounts ultimately recorded may differ materially from the information presented in the accompanying pro forma combined financial statements.

The Acquisition

     Pursuant to the Merger Agreement, each share of META common stock outstanding at the effective time of the Merger was converted into the right to receive $10.00 in cash. On April 1, 2005, Gartner completed the acquisition of META by purchasing all of the outstanding stock and outstanding options for approximately $168.0 million in cash, plus transaction costs. The acquisition was accounted for as a purchase business combination. Under the purchase method of accounting, the costs to acquire META, including transaction costs, were allocated to the underlying net assets and liabilities based on their estimated respective fair values. Any excess of the purchase price over the estimated fair value of the net assets acquired, including identifiable intangible assets, was allocated to goodwill. An allocation of the purchase price to the net assets acquired, including identifiable intangible assets, has been made based on a preliminary valuation by an independent third party. Additional information may require Gartner to revise the purchase price allocation in the future.

Exhibit 99.3

     Management expects that the Meta acquisition will result in increased efficiencies and opportunities for the combined company. These opportunities include increased coverage and customer penetration through leveraging a larger sales force and expected cost synergies. The future combined company results will not reflect the historical combined company results of both entities. Future research revenues are expected to be lower on a combined company basis as a result of expected customer overlap and future consulting revenues are expected to be lower on a combined company basis as a result of exiting certain practices. In addition, the future general & administrative expenses are expected to be lower on a combined company basis as a result of the expected cost synergies. The net financial impact of these matters has not been reflected in the accompanying pro forma financial statements. Certain adjustments will be made to the assets and liabilities acquired to be consistent with the application of Gartner’s policies. Achievement of any of the expected cost savings and synergies is subject to substantial risks and uncertainties and no assurance can be given that such cost savings or synergies will be achieved.

Revenue and Expense Recognition

     Gartner will recognize revenue associated with the fulfillment of the acquired META contracts, consistent with Gartner standard revenue recognition methodology, ratably over the contract term, which is typically twelve months, or upon the completion of the related event. All direct costs associated with the fulfillment of the acquired META contracts will be expensed over the period in which the related revenues are recognized. Gartner’s ultimate cost to fulfill the deferred revenue obligation related to the acquired META contracts is still being finalized. The accompanying pro forma financial statements reflect Gartner’s current estimate of the costs required to fulfill their obligation. If this estimate is revised, it will result in a change to the revenues recognized by Gartner post-acquisition, which would impact Gartner’s future operating income and net income.

Exhibit 99.3

GARTNER, INC.
PRO FORMA COMBINED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2004
(UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Exhibit 99.3

GARTNER, INC.
PRO FORMA COMBINED STATEMENTS OF OPERATIONS
FOR THE QUARTER ENDED MARCH 31, 2005
(UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Exhibit 99.3

GARTNER, INC.
PRO FORMA COMBINED BALANCE SHEET
AS OF MARCH 31, 2005
(UNAUDITED, IN THOUSANDS)

EXHIBIT 99.3