Form 6-K

Securities and Exchange Commission
Washington, D.C. 20549

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE SECURITIES EXCHANGE ACT OF 1934

For December 2728, 2006

Gallaher Group Plc

(Translation of registrant’s name into English)

Members Hill
Brooklands Road
Weybridge
Surrey KT13 0QU
England
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F Form 40-F

Indicate by check mark whether the registrant by furnishing the information contained in the Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes No

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b).

82 ________

~~Total~~On ~~Voting~~22 ~~Rights~~December 2006, Gallaher Group Plc was advised by Credit Suisse Securities (Europe) Limited that, Credit Suisse Securities (Europe) Limited, Credit Suisse International and Credit Suisse Securities (USA) LLC (together the “CS Companies”) at close of business on 20 December 2006 had an interest in 4.36% of the Company's issued share capital. The CS Companies’ previously notified interest was in respect of 3.42% of Gallaher's issued share capital.

In conformity with the Transparency Directive’s transitional provision 6, Gallaher Group Plc (“Gallaher”) is required to notify the market of the following:

At the date of this announcement, Gallaher’s capital consists of 656,979,862 ordinary shares of 10 pence each, all with voting rights.

The Company does not hold any shares in Treasury.

The above figure (656,979,862) may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in Gallaher under the FSA’s Disclosure and Transparency Rules.

22 December 2006

REPORT OF FOREIGN PRIVATE ISSUER
Securities and Exchange Commission

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, thereunto duly authorized.

		Gallaher Group Plc (Registrant)
	By:	/s/ Robin Miller
	Name:	Robin Miller
Date: December 27, 2006	Title:	Deputy Company Secretary
Date: December 28, 2006	Title:	Deputy Company Secretary

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