SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
HALL EUGENE A

(Last) (First) (Middle)
56 TOP GALLANT ROAD
P.O. BOX 10212

(Street)
STAMFORD CT 06904-2212

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GARTNER INC [ IT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO
3. Date of Earliest Transaction (Month/Day/Year)
02/15/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Appreciation Rights $21.85 02/15/2007 A 210,139 02/15/2008(1) 02/15/2014 Common Stock 210,139 $0 210,139 D
Restricted Stock Units $0.0005 02/15/2007 A 131,580(3) (2) (2) Common Stock 131,580 $0 335,580 D
Explanation of Responses:
1. The stock appreciation right becomes exercisable in four substantially equal annual installments commencing on 2/15/2008.
2. The RSUs vest in four equal annual installments, beginning on May 15, 2007. The actual number of RSUs granted depends upon the achievement of certain targets set by the Compensation Committee for Gartner?s 2006 Total Sales Bookings for its Research segment. The actual number of RSUs may be between 0% and 200% of the target number depending on whether and the extent to which the targets are achieved.
3. The RSUs reported represent an adjustment to a target number of RSUs previously awarded on March 15, 2006. The actual number finally awarded depended upon the achievement of certain 2006 performance criteria set by the Compensation Committee. On February 15, 2007, the Committee finally determined the achievement of the 2006 performance criteria; accordingly, 164.5% of the target number of RSUs was the number of RSUs finally awarded. The number of RSUs reported on this filing represents the difference between the actual number finally awarded and the target number previously reported. The RSUs vest in four equal annual installments, beginning on May 15, 2007.
Remarks:
On November 9, 2005, Gartner and Eugene A. Hall, its chief executive officer, agreed to cancel Mr. Hall?s existing 500,000 share restricted stock award and replace it with a new award for the same amount of shares and on similar terms. This was done for tax reasons and the number of shares of restricted stock issued to Mr.Hall remains unchanged. By issuing the restricted stock award under its stockholder approved 2003 Long Term Incentive Plan, Gartner will be able to take a tax deduction when and if the restrictions lapse on the restricted stock award. Gartner would not have been able to take advantage of this tax deduction on the award in its current form because the award had been made as an inducement grant, and consequently was not issued pursuant to a stockholder approved plan. Gartner and Mr.Hall have entered into (i) a Termination of Restricted Stock Agreement to cancel the original award of 500,000 shares of restricted stock which was made on October 15, 2004; and (ii) a Restricted Stock Agreement which makes a new grant to him of 500,000 shares of restricted stock under Gartner?s 2003 Long Term Incentive Plan. Similarly to the grant being cancelled, the restrictions on this new grant lapse as to (i) 300,000 shares when the Company?s Common Stock trades at an average price of $20 or more for sixty (60) consecutive trading days, (ii) 100,000 shares when the Company?s Common Stock trades at an average price of $25 or more for sixty (60) consecutive trading days, and (iii) 100,000 shares when the Company?s common stock trades at an average price of $30 or more for sixty (60) consecutive trading days, subject to Mr.Hall?s continued employment with the Company through each such date. Notwithstanding the preceding sentence, all restrictions shall lapse in full upon a change in control.
/s/ Kevin Feeney for Eugene A. Hall 02/20/2007
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
Exibit 24
POWER OF ATTORNEY

      Know all by these presents,
that the undersigned
 hereby constitutes and appoints
each of Lewis G. Schwartz,
Lisa Nadler,
 Kevin Feeney
 and Clare Kretzman, signing
singly, the undersigned's true
and lawful
 attorney-in-fact to:

(1)	Execute for and on behalf of
the undersigned,
 in the undersigned's capacity as an
Executive Officer
 and/or Director of Gartner, Inc.
(the "Company"), Forms 3, 4 and 5 in
accordance with
Section 16(a) of the Securities
Exchange Act of
 1934 and the rules thereunder;

(2)	Do and perform any and
all acts
 for and
on behalf of the undersigned
which may
be necessary or
 desirable to complete and
execute any such
Form 3, 4 or 5 and timely
file such form with
 the United States Securities
and Exchange Commission and any
stock exchange or
similar authority;
and

(3)	Take any other action of any
 type whatsoever
 in connection with the
foregoing which, in the opinion of such
attorney-in-fact,may be of benefit
to, in the best interest of, or legally
 required by,
 the undersigned, it being
understood that the documents executed
by such
 attorney-in-fact on behalf
of the undersigned pursuant to this
Power of
Attorney shall be in such
form and shall contain such terms and
conditions
 as such attorney-in-fact
may approve in such attorney-in-fact's
discretion.


The undersigned hereby grants
 to each such
attorney-in-factfull power and
 authority to do and
 perform any and every act and
thing whatsoever
requisite, necessary
or proper to be done in the
 exercise of any of the
rights and powers herein granted,
as
fully to all intents and purposes
as the undersigned
 might or could do if personally
present, with full power of
substitution or revocation,
 hereby ratifying and confirming
all
that such attorney-in-fact, or
such attorney-in-fact's
 substitute or substitutes,
shall
lawfully do or cause to be done
by virtue of this
power of attorney and
the rights and
powers herein granted.
 The undersigned acknowledges
 that the foregoing attorneys-in-
fact, in serving in such capacity
at the request
of the undersigned, are not
assuming, nor is
the Company assuming, any of
 the undersigned's
 responsibilities to comply
with Section
16 of the Securities
Exchange Act of 1934.

	This Power of Attorney
shall remain in
 full force and effect until the
undersigned
is no longer required to file
Forms 3, 4 and 5
 with respect to the
undersigned's holdings
of and transactions in
securities issued by
the Company, unless
earlier revoked by the

undersigned in a signed
writing delivered
to the foregoing
attorneys-in-fact.

	IN WITNESS WHEREOF,
 the undersigned
has caused this Power of
Attorney to
be executed as of this
 8 day of __August__, 2006.

________/s/ Eugene Hall_______
	Signature

______ Eugene Hall_____________
	Print Name
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