GARTNER GROUP INC
10-Q/A, 1998-05-15
MANAGEMENT SERVICES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A

(MARK ONE)
                  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
     [X]                  THE SECURITIES EXCHANGE ACT OF 1934.
                      FOR THE QUARTER ENDED MARCH 31, 1998

                                       OR

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

                        FOR THE TRANSITION PERIOD FROM TO

                         COMMISSION FILE NUMBER 0-015144

                               GARTNER GROUP, INC.
             (Exact name of Registrant as specified in its charter)


             Delaware                                      04-3099750
   (State or other jurisdiction of                      (I.R.S. Employer
   incorporation or organization)                     Identification Number)


           P.O. Box 10212                                 06904-2212
        56 Top Gallant Road                               (Zip Code)
            Stamford, CT
(Address of principal executive offices)


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


     Indicate by check mark whether the Registrant (1) has filed all reports 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    .
                                       ---     ---

     The number of shares outstanding of the Registrant's capital stock as of
March 31, 1998 was 100,661,290 shares of Common Stock, Class A.



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PART II  OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders

The Annual Meeting of Stockholders was held on January 20, 1998. At such
meeting, the stockholders elected the following persons to the Board of
Directors by the following votes:

<TABLE>
<CAPTION>

                                                                   Total Vote
                                 Total Vote for                   Withheld from
                                 Each Director                    Each Director
<S>                              <C>                              <C>
Manuel A. Fernandez               84,279,399                        200,564
William O. Grabe                  84,287,719                        192,244
John P. Imlay                     84,112,772                        367,191
Max D. Hopper                     84,292,206                        187,757
Stephen G. Pagliuca               84,095,613                        384,350
Dennis G. Sisco                   84,267,006                        212,957
Robert E. Weissman                83,905,717                        574,246
</TABLE>

The stockholders ratified the appointment of KPMG Peat Marwick LLP as
independent auditors for the Company for the 1998 fiscal year. The vote was
84,452,211 for, 12,848 against and 14,904 shares abstained.



<PAGE>   3


SIGNATURE

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 thereunto duly authorized.


                                             Gartner Group, Inc.


Date  May 15, 1998                           /s/ John F. Halligan
      ------------                           -----------------------------------
                                             John F. Halligan
                                             Executive Vice President
                                             and Chief Financial Officer
                                             (Principal Financial and
                                             Accounting Officer)





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