1 FORM 8 - A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 GARTNER GROUP, INC. Exact name of registrant as specified in its charter Delaware 04-3099750 (State of incorporation or organization) (I.R.S. Employer ID No.) P.O. Box 10210, 56 Top Gallant Road, Stamford, CT 06904-2212 (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which To be so registered each class is to be registered Class A Common Stock, $.0005 Par Value New York Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: None 2 Item 1. Description of Registrant's Securities to be Registered Class A Common Stock, $.0005 Par Value Incorporated by reference to Description of Capital Stock, Common Stock, Class A section on page 41 of the Registrant's Registration Statement on Forms S-1 filed with the Securities and Exchange Commission on August 18, 1993, as amended (file number 33-675-76). Item 2. Exhibits 1. All exhibits required by Instruction II to Item 2 will be supplied to the New York Stock Exchange. 3 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. GARTNER GROUP, INC. By: /s/ John F. Halligan ---------------------------------------- John F. Halligan Executive Vice President and Chief Financial Officer Dated: August 24, 1998