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 June 11, 2025

Craig Safian
Executive Vice President and Chief Financial Officer
Gartner, Inc.
P.O. Box 10212
56 Top Gallant Road
Stamford, Connecticut 06902

 Re: Gartner, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-14443
Dear Craig Safian:

 We have completed our review of your filings. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
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 Document June 3, 2025 VIA EDGAR Abe Friedman Theresa Brilliant U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F. Street, N.E. Washington, D.C. 20549   Re: Gartner, Inc. Form 10-K for Fiscal Year Ended December 31, 2024 Form 8-K Dated May 6, 2025 File No. 001-14443 Dear Mr. Friedman and Ms. Brilliant: On behalf of Gartner, Inc. (“Gartner,” the “Company,” “we,” or “our”), we are responding to the comment letter, dated May 21, 2025, that we received from the staff of the Securities and Exchange Commission (the “Staff”) relating to the above-referenced Form 10-K for the Fiscal Year Ended December 31, 2024 (the “Form 10-K”) and Form 8-K dated May 6, 2025 (the “Form 8-K”) filed with the Securities and Exchange Commission (“SEC”). To facilitate your review, we have reproduced the text of the Staff’s comments in italics below, followed by the Company’s response to each comment. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Form 10-K and/or Form 8-K, as applicable. Form 10-K for Fiscal Year Ended December 31, 2024 Notes to Consolidated Financial Statements Note 16 - Segment Information, page 73 1. Please tell us how your disclosure complies with the requirement to disclose how the chief operating decision maker uses your reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources pursuant to ASC 280-10-50-29.f. Refer to ASC 280-10-55-47.bb for guidance. Gartner Response : The Company acknowledges the Staff’s comment. In our Form 10-K for the fiscal year ended December 31, 2024, we note that our chief operating decision maker (“CODM”) evaluates segment performance and allocates resources based on gross contribution. We acknowledge that we did not specify how the CODM uses the reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources. We will revise our future filings to address this as detailed below (proposed new disclosure shown as underlined text): The Company's Chief Executive Officer is its chief operating decision maker (CODM). The CODM evaluates segment performance and allocates resources based on gross contribution. Gross contribution, as presented in the tables below, is defined as operating income or loss excluding certain Cost of services and product development expenses, Selling, general and administrative expenses, Depreciation, Amortization of intangibles, Acquisition and integration charges and Gain from sale of divested operation. Certain bonus and fringe benefit costs included in consolidated Cost of services and product development are not allocated to segment expense. The CODM uses gross contribution to allocate resources (including financial resources and employees) for each segment primarily in the Company's annual budgeting process. The CODM then monitors budgeted versus actual results regularly to assess segment operating performance, identify business trends, and modify resource allocations as needed. The accounting policies used by the reportable segments are the same as those used by the Company. There are no intersegment revenues. The Company does not identify or allocate assets, including capital expenditures, by reportable segment. Accordingly, assets are not reported by segment because the information is not available by segment and is not reviewed in the evaluation of segment performance or considered in making decisions regarding the allocation of resources.      Form 8-K Dated May 6, 2025 Exhibit 99.1, page 6 2. We note that you adjust GAAP diluted EPS for the impact of amortization of acquired intangibles in calculating Adjusted EPS to arrive at a measure that excludes items that may not be indicative of your core operating results. It is unclear why you exclude amortization of assets acquired through acquisitions considering this measure includes revenue from operations being generated in part by these acquired assets. Please expand your disclosure to more fully explain the adjustment and to clarify that although amortization of these acquired intangibles is being excluded, revenue generated from these assets is still included in the measure and that these assets contribute to revenue generation. Gartner Response: The Company acknowledges the Staff’s comment. The Company notes that the amortization of intangibles is not typically affected by operations during any particular period and is not included in management’s review of the performance of the Company's business. The Company also believes that excluding amortization expense related to intangible assets acquired through acquisitions is useful to investors and is a common practice among its peers when presenting non-GAAP financial measures. The Company also acknowledges that use of non-GAAP financial measures comes with inherent limitations. Accordingly, to provide additional clarity in our external reporting of Adjusted Net Income and Adjusted EPS, the Company proposes to enhance its disclosure in future filings as follows (proposed new disclosure shown as underlined text): Adjusted Net Income and Adjusted EPS: Represents GAAP net income (loss) and diluted net income (loss) per share adjusted for the impact of certain items directly related to acquisitions and other non-recurring items. These adjustments include (on a per share basis, in the case of Adjusted EPS): (i) the amortization of acquired intangibles*; (ii) acquisition and integration charges and other non-recurring items; (iii) gain on event cancellation insurance claims, as applicable; (iv) loss on impairment of lease related assets, as applicable; (v) the non-cash (gain) loss on de-designated interest rate swaps, as applicable; and (vi) the related tax effect. We believe Adjusted Net Income and Adjusted EPS are important measures of our recurring operations as they exclude items that may not be indicative of our core operating results. * The Company excludes amortization of acquired intangibles because it is generally a fixed non-cash expense that can be significantly impacted by the timing and/or size of acquisitions and management does not use to evaluate core operating results. Although the Company excludes the amortization of acquired intangibles from Adjusted Net Income and Adjusted EPS, management believes that it is important for investors to understand that such intangible assets were recorded as part of acquisition accounting and contribute to revenue generation. **** Please direct any comments or questions regarding the Company’s response to the attention of the undersigned at (203) 316-6543. In addition, we respectfully request that you provide any additional comments to me at craig.safian@gartner.com and to my staff as follows: Brooke Clark at brooke.clark@gartner.com and Kevin Tang at kevin.tang@gartner.com . Thank you for your assistance. Sincerely, /s/ Craig W. Safian Craig W. Safian Executive Vice President and Chief Financial Officer

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 May 21, 2025

Craig Safian
Executive Vice President and Chief Financial Officer
Gartner, Inc.
P.O. Box 10212
56 Top Gallant Road
Stamford, Connecticut 06902

 Re: Gartner, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 Form 8-K Dated May 6, 2025
 File No. 001-14443
Dear Craig Safian:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for Fiscal Year Ended December 31, 2024
Notes to Consolidated Financial Statements
Note 16 - Segment Information, page 73

1. Please tell us how your disclosure complies with the requirement to
disclose how the
 chief operating decision maker uses your reported measure of segment
profit or loss in
 assessing segment performance and deciding how to allocate resources
pursuant to
 ASC 280-10-50-29.f. Refer to ASC 280-10-55-47.bb for guidance.
Form 8-K Dated May 6, 2025
Exhibit 99.1, page 6

2. We note that you adjust GAAP diluted EPS for the impact of amortization
of acquired
 intangibles in calculating Adjusted EPS to arrive at a measure that
excludes items that
 may not be indicative of your core operating results. It is unclear why
you exclude
 amortization of assets acquired through acquisitions considering this
measure includes
 revenue from operations being generated in part by these acquired
assets. Please
 May 21, 2025
Page 2

 expand your disclosure to more fully explain the adjustment and to
clarify that
 although amortization of these acquired intangibles is being excluded,
revenue
 generated from these assets is still included in the measure and that
these assets
 contribute to revenue generation.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Abe Friedman at 202-551-8298 or Theresa Brillant at
202-551-3307 if
you have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
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United States securities and exchange commission logo
September 5, 2023
Craig W. Safian
Chief Financial Officer
Gartner, Inc.
P.O. Box 10212
56 Top Gallant Road
Stamford, Connecticut 06902-7700
Re:Gartner, Inc.
Form 10-K for Fiscal Year Ended December 31, 2022
Filed February 16, 2023
File No. 001-14443
Dear Craig W. Safian:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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August 2, 2023

VIA EDGAR

Aamira Chaudhry

Doug Jones

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F. Street, N.E.

Washington, D.C. 20549

Re:  Gartner, Inc.

 Form 10-K for the Year Ended December 31, 2022

 Filed on February 16, 2023

 File No. 001-14443

Dear Ms. Chaudhry and Mr. Jones:

On behalf of Gartner, Inc. (“Gartner,” the “Company,” “we,” or “our”), we are responding to the comment letter, dated July 5, 2023, we received from the staff of the Securities and Exchange Commission (the “Staff”) relating to the above-referenced filing with the Securities and Exchange Commission (“SEC”).

To facilitate your review, we have reproduced the text of the Staff’s comment in italics below, followed by the Company’s response to each comment.  Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Company’s Form 10-K.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2022

Controls and Procedures

Disclosure Controls and Procedures, page 31

1.We note the revised disclosure in your response to comment 1 and in the Form 10-Q for the fiscal quarter ended March 31, 2023. However, the conclusion language still refers to only a portion of the definition of disclosure controls and procedures. This gives the appearance your conclusion applies only to this portion and leaves open your conclusion with respect to the remainder of the definition. Your conclusion does not need to recite the full definition as long as it refers to the definition as defined by Exchange Act Rules 13a-15(e) and 15d-15(e). Please revise your conclusion as appropriate. If your conclusion is limited to only the portion of the definition stated, please advise.

Gartner Response:

The Company acknowledges the Staff’s comment and represents that management’s conclusions set forth in the Company’s Form 10-K for the year ended December 31, 2022 and Form 10-Q for the quarter ended March 31, 2023 with respect to the Company’s disclosure controls and procedures were on the basis of the full definition of disclosure controls and procedures in Exchange Act Rules 13a-15(e) and 15d-15(e).  The Company represents that it will revise its future filings to state management’s conclusion in regard to the Company’s disclosure controls and procedures as fully defined in Exchange Act Rules 13a-15(e) and 15d-15(e). The Company’s Form 10-Q for the quarter ended June 30, 2023, which was filed on August 1, 2023, reflects these revisions, as detailed below:

We have established disclosure controls and procedures that are designed to ensure that the information we are required to disclose in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and such information is accumulated and communicated to our executive management team, including our chief executive officer and our chief financial officer, to allow timely decisions regarding required disclosure.

Management conducted an evaluation, as of June 30, 2023, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, under the supervision and with the participation of our chief executive officer and chief financial officer. Based upon that evaluation, our chief executive officer and chief financial officer have concluded that, as of June 30, 2023, the Company’s disclosure controls and procedures were effective.

There have been no changes in the Company’s internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Notes to Consolidated Financial Statements

Note 12 - Income Taxes, page 66

2.Refer to your response to comment 2. You say the $122.9 million deferred tax asset for the tax basis in intangible assets is recorded in the line titled "Intangible Assets" in the applicable table. Please reconcile this amount with the $35.8 million amount presented in that line for 2022. If the deferred tax asset and offsetting valuation allowance were netted in this line, please present each component separately in the table as appropriate. Refer to ASC 740-10-50-6. In connection with this, if these two amounts also were netted in the statutory tax rate reconciliation table, there does not appear to be a basis to do this in this table pursuant to Rule 4-08(h)(2) of Regulation S-X. Accordingly, present each component separately in this table as appropriate.

Gartner Response:

The Company acknowledges the Staff’s comment and respectfully advises the Staff that the $122.9 million deferred tax asset (“DTA”) was not netted with the related valuation allowance in the table of long-term deferred tax assets and liabilities in the Company’s Form 10-

K for the year ended December 31, 2022. The $35.8 million DTA presented in the line titled “Intangible Assets” represents the net amount of deferred tax assets and liabilities related to all the Company’s intangible assets but does not include an offsetting valuation allowance. Below are the components of the gross amounts as presented.

(in millions) December 31,

 2022  2021

Net deferred tax liability related to all other intangible assets $ (87.1)  $ (123.5)

DTA for the intangible asset established in 2022 122.9  -

Net deferred tax asset (liability) related to intangible assets $    35.8  $ (123.5)

Valuation allowance related to all other DTAs $ (29.9)  $ (23.3)

Valuation allowance related to DTA for intangible asset established in 2022 (122.9)  -

Total valuation allowance $(152.8)  $ (23.3)

    In its statutory tax rate reconciliation table, Gartner did not separately identify the impact of establishing the DTA in the current year or the expense of establishing the related valuation allowance in the current year. The Company concluded that the rate reconciliation as provided, taken in conjunction with valuation allowance presented gross in the table of long-term deferred tax assets and liabilities, together with disclosure that a DTA of $122.9 million with a fully offsetting valuation allowance was recorded, provides adequate disclosure. The Company concluded that there is a reasonable basis for this presentation and also believes that a change in presentation of the tax rate reconciliation for this one-time item would not be material to the consolidated financial statements taken as a whole.

    Accounting Standards Codification (“ASC”) 740-10-45-20 states that income tax expense from continuing operations “shall include the effect of a change in the beginning-of-the-year balance of a valuation allowance that results from a change in circumstances that causes a change in judgment about the realizability of the related deferred tax asset in future years”.  Establishing an initial DTA with a full valuation allowance does not represent a change in judgment on a beginning of the year balance. Further, there is no income tax expense or benefit recognized in the period.

Public entities are required to provide a statutory rate reconciliation disclosing the estimated amount and nature of each significant reconciling item included in income tax expense from continuing operations. While ASC 740 does not provide specific guidance on the definition of a significant reconciling item, Rule 4.08(h)(2) of Regulation S-X requires disclosure of any reconciling item that is greater than 5% of the amount computed by multiplying the income before tax by the applicable statutory Federal income tax rate. The guidance in ASC 740 indicates that the tax effects of changes in the valuation allowance where there is a change in judgment about an entity’s ability to realize deferred tax assets in future years are included as a component of income tax expense from continuing operations. Therefore, such changes in valuation allowance should be separately identified and reported in the rate reconciliation table if significant.

For DTAs established in the current year where there is no beginning of the year balance and no change in judgment related to realizability, there is no tax expense or benefit recognized in the period.  Gartner disclosed only the portion of change of valuation allowance attributable to changes in judgment in the realizability of DTAs and only to the extent the tax impact exceeds the required disclosure threshold of 5% of 21% (i.e., 1.05%).  The Company concluded that this is a reasonable interpretation of the tax rate reconciliation disclosure requirements as outlined in ASC 740 and Rule 4-08(h)(2) of Regulation S-X.

****

Please direct any comments or questions regarding the Company’s response to the attention of the undersigned at (203) 316-6543.  In addition, we respectfully request that you provide any additional comments to me at craig.safian@gartner.com and to my staff as follows: Kevin Tang at kevin.tang@gartner.com and Brooke Clark at brooke.clark@gartner.com.

Thank you for your assistance.

                        Sincerely,

/s/ Craig W. Safian

Craig W. Safian

Executive Vice President and Chief Financial Officer

United States securities and exchange commission logo
July 5, 2023
Craig W. Safian
Chief Financial Officer
Gartner, Inc.
P.O. Box 10212
56 Top Gallant Road
Stamford, Connecticut 06902-7700
Re:Gartner, Inc.
Form 10-K for Fiscal Year Ended December 31, 2022
Filed February 16, 2023
File No. 001-14443
Dear Craig W. Safian:
            We have reviewed your May 12, 2023 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
April 18, 2023 letter.
Form 10-K for Fiscal Year Ended December 31, 2022
Controls and Procedures
Disclosure Controls and Procedures, page 31
1.We note the revised disclosure in your response to comment 1 and in the Form 10-Q for
the fiscal quarter ended March 31, 2023.  However, the conclusion language still refers to
only a portion of the definition of disclosure controls and procedures.  This gives the
appearance your conclusion applies only to this portion and leaves open your conclusion
with respect to the remainder of the definition.  Your conclusion does not need to recite
the full definition as long as it refers to the definition as defined by Exchange Act Rules
13a-15(e) and 15d-15(e).  Please revise your conclusion as appropriate.  If your
conclusion is limited to only the portion of the definition stated, please advise.

 FirstName LastNameCraig W.  Safian
 Comapany NameGartner, Inc.
 July 5, 2023 Page 2
 FirstName LastName
Craig W.  Safian
Gartner, Inc.
July 5, 2023
Page 2
Notes to Consolidated Financial Statements
Note 12 - Income Taxes, page 66
2.Refer to your response to comment 2.  You say the $122.9 million deferred tax asset for
the tax basis in intangible assets is recorded in the line titled "Intangible Assets" in the
applicable table.  Please reconcile this amount with the $35.8 million amount presented in
that line for 2022.  If the deferred tax asset and offsetting valuation allowance were netted
in this line, please present each component separately in the table as appropriate.  Refer to
ASC 740-10-50-6.  In connection with this, if these two amounts also were netted in the
statutory tax rate reconciliation table, there does not appear to be a basis to do this in this
table pursuant to Rule 4-08(h)(2) of Regulation S-X.  Accordingly, present each
component separately in this table as appropriate.

            You may contact Aamira Chaudhry at 202-551-3389 or Doug Jones at 202-551-3309 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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May 12, 2023

VIA EDGAR

Aamira Chaudhry

Doug Jones

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F. Street, N.E.

Washington, D.C. 20549

Re:      Gartner, Inc.

            Form 10-K for the Year Ended December 31, 2022

Filed on February 16, 2023

            File No. 001-14443

Dear Ms. Chaudhry and Mr. Jones:

On behalf of Gartner, Inc. (“Gartner,” the “Company,” “we,” or “our”), we are responding to the comment letter, dated April 18, 2023, we received from the staff of the Securities and Exchange Commission (the “Staff”) relating to the above-referenced filing with the Securities and Exchange Commission (“SEC”).

To facilitate your review, we have reproduced the text of the Staff’s comment in italics below, followed by the Company’s response to each comment.  Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Company’s Form 10-K.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2022

Item 9A Controls and Procedures

Disclosure Controls and Procedures, page 31

1.Your conclusion regarding the effectiveness of disclosures controls and procedures does not state the full definition of disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e).  Although there is no requirement to disclose the full definition, specific reference to only a portion of the definition gives the appearance of limiting management´s conclusion solely to the portion referred to.  Please represent to us and revise future filings to state management´s conclusion in regard to the company's disclosure controls and procedures as fully defined in Exchange Act rules 13a-15(e) and 15d-15(e).

Gartner Response:

The Company acknowledges the Staff’s comment.  The Company represents that it will revise its future filings to state management’s conclusion in regard to the Company’s disclosure controls and procedures as fully defined in Exchange Act Rules 13a-15(e) and 15d-15(e).  The

Company’s Form 10-Q for the quarter ended March 31, 2023, which was filed on May 2, 2023, reflects these revisions, as detailed below:

We have established disclosure controls and procedures that are designed to ensure that the information we are required to disclose in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and such information is accumulated and communicated to our executive management team, including our chief executive officer and our chief financial officer, to allow timely decisions regarding required disclosure.

Management conducted an evaluation, as of March 31, 2023, of the effectiveness of the design and operation of our disclosure controls and procedures, under the supervision and with the participation of our chief executive officer and chief financial officer. Based upon that evaluation, our chief executive officer and chief financial officer have concluded that the Company’s disclosure controls and procedures are effective in alerting them in a timely manner to material Company information required to be disclosed by us in reports filed or submitted under the Exchange Act.

There have been no changes in the Company’s internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Notes to Consolidated Financial Statements

Note 12 - Income Taxes, page 66

2.On page 67 you disclose you recorded a deferred tax asset of approximately $122.9 million for tax basis in intangible assets along with an offsetting valuation allowance of the same amount.  Please tell us where in the table of the components of long-term deferred tax assets (liabilities) on page 66 this deferred tax asset is recorded.  Also, explain to us the circumstances leading to the full valuation allowance against this deferred tax asset.  Further, explain to us how the increase in the valuation allowance is reflected in the table on page 67 reconciling the statutory tax rate to the effective tax rate.

Gartner Response:

This deferred tax asset (“DTA”) is recorded in the line titled Intangible Assets in the table of long-term deferred tax assets and liabilities presented in Note 12, Income Taxes, of the Company’s 2022 Form 10-K. It is presented with deferred tax assets and liabilities relating to all other intangible assets.

In July 2020, the Company completed an intra-entity transfer of a significant amount of intellectual property (“IP”). This transaction provided for local tax basis in the IP.  There is no reported financial statement basis in these assets.

One of the primary objectives in ASC 740 is to recognize deferred taxes for the future tax consequences of events that have been recognized in an entity’s financial statements or tax

returns.  Under ASC 740-10-5-7, a temporary difference exists when any difference between the tax basis of an asset or a liability and its reported amount in financial statements will result in taxable income or deductions upon the reversal of the difference.  Certain basis differences may not result in taxable or deductible amounts in future years when the related asset or liability for financial reporting is recovered or settled and, therefore, may not be temporary differences for which a deferred tax liability or asset is recognized1.

Under operation of tax law in the jurisdiction upon which the IP was transferred, an amortization deduction is only permitted if a certain threshold of taxable income is attained.  Forecasted results at the time of the transfer indicated that the Company would not generate sufficient taxable income to claim amortization deductions for the tax basis in IP in future years.  Further, the relevant taxing jurisdiction allows taxpayers to sell IP in a tax-free manner.  Based on these facts, the Company did not expect to recover or otherwise obtain a tax benefit for its tax basis in the IP.  Therefore, it was treated as a basis difference for which no future tax consequence would occur and the Company did not recognize a DTA.

In 2021, the Company experienced unexpectedly high levels of profitability largely attributable to the receipt of insurance proceeds as well as generating elevated margins in the research and advisory business.  This led to the Company claiming IP amortization deductions in its 2021 tax year.  However, forecasted results at the end of 2021 continued to indicate that that the Company would not generate sufficient taxable income to claim amortization deductions for the tax basis in IP in future years.

In 2022, the Company experienced another year of unexpectedly high levels of profitability.  This led to the Company claiming IP amortization deductions in its 2022 tax year.  Based on the above new facts and circumstances in 2022, the Company evaluated whether the tax basis in IP represents a deductible temporary difference for which a DTA should be recorded.  Because Management’s expectations as to the recovery of the tax basis had changed (as evidenced by the tax amortization deductions claimed in both 2021 and 2022 as explained above), the Company recognized a DTA for the difference between the US GAAP and local tax basis in the IP in 2022.

Upon recognition of the DTA, the Company must also assess the DTA for realizability. ASC 740-10-30-16 requires companies to reduce the measurement of DTA’s not expected to be realized. The Company considered four sources of taxable income to support realization of the DTA per ASC 740-10-30-18.

When assessing the realizability of the DTA, past operating results are a source of positive evidence but need to be viewed in connection with all positive and negative evidence. Based on future projected results and the continued availability of tax-free sales of IP, the Company concluded that it is not likely that the DTA will be realized (more-likely-than-not standard).  Therefore, a full valuation allowance was recorded.

Income tax expense for the year ended December 31, 2022 included a tax benefit to establish the deferred tax asset, fully offset by an expense for the valuation allowance. The reconciliation of the statutory tax rate to the effective tax rate in Note 12, Income Taxes, of the

1 ASC 740-10-25-30

Company’s 2022 Form 10-K, reflects the net tax expense of zero in the line titled Intercompany sale of Intellectual Property.

Note 17 - Contingencies, page 75

3.We note from your risk factor disclosure you face risks related to insurance coverage for your cancelled 2020 and 2021 conferences.  We further note you have a lawsuit against the insurer and you also commenced litigation against the insurance broker.   Please tell us what consideration you gave to disclosing these matters here pursuant to ASC 450-20-50-3 through 5 or 450-30-50-1, as appropriate.  Explain to us if there are any adverse consequences to you if you are not successful in these litigations.  In connection with this, tell us how you accounted for costs incurred associated with these cancelled conferences. Additionally, in connection with the $152.3 million gain on event cancellation insurance claims recorded in fiscal 2021, explain to us why there was a gain and how the gain was determined.

Gartner Response:

The Company acknowledges the Staff’s comment.  The Company’s event cancellation insurance included a two-year policy covering destination conferences during 2020 and 2021 and a policy covering Evanta conferences during 2020. This insurance included coverage for cancellations due to communicable diseases and enabled the Company to receive an amount up to the lost contribution margin per conference plus incurred expenses, as more specifically set forth in the policies’ provisions for calculating the amount of recoverable loss, and subject to the policies’ limits of liability.

These policies provided up to $170 million in coverage for 2020 cancellations with the right to reinstate the policy limits for the payment of additional premium if those limits are utilized, for a maximum recovery of $340 million. The insurer has accepted and paid claims on the initial $170 million of 2020 coverage. However, the insurer has contested the Company’s right to reinstate the limits and use the reinstated limits to cover additional losses resulting from 2020 conferences cancelled due to COVID-19.

Gartner's two-year event cancellation policy also covered conferences that were planned for 2021 but cancelled, with limits of $150 million with the right to reinstate up to that amount if the initial limits are inadequate to cover the loss. The insurer has contested all coverage for events that were planned for 2021 but were cancelled due to COVID-19, as well as Gartner’s right to reinstate the policy limits.

The Company’s insurance coverage for 2022 (and likely beyond) excluded coverage for cancellations due to communicable diseases.

The Company is the plaintiff in litigation with the insurer and is seeking to reinstate the policy limits pursuant to the policies’ reinstatements of limits clause and recover up to an additional $170 million for events cancelled in 2020. Gartner is also seeking $150 million in initial limits for events cancelled in 2021 and to reinstate those limits up to an additional $150 million. The Company is also the plaintiff in litigation with the insurance broker that negotiated and procured our event cancellation insurance.

Although document discovery has begun in the Company’s cases against the insurer and insurance broker, neither party has answered the Company’s complaints pending the court’s decisions on their partial motions to dismiss certain counts in the Company’s complaints. The Company is in the early stages of litigation with both parties, and at this point, the Company cannot predict how long it will take to resolve these lawsuits, whether the Company will be successful or the impact the resolution could have on the Company’s financial results.

The Company believes the guidance in ASC 450-20-50-3 to 5 is not applicable as there is no potential for loss related to this litigation. Legal fees and costs related to the litigation are expensed as incurred, and the Company did not have any assets on its balance sheet related to conferences cancelled in 2020 or 2021 at December 31, 2022. The Company expensed all fees related to 2021 cancelled conferences, totaling $13.7 million, in 2021 because the insurer did not acknowledge that the Company had coverage for 2021.

In determining whether disclosure under ASC 450-30-50-1 was warranted at December 31, 2022, the Company considered several factors, including the probability of a favorable outcome, the potential range of any award, and the difficulty of accurately estimating either of the aforementioned. Due to the substantial uncertainty regarding both the likelihood and size of any potential gain, the Company concluded that disclosure of this litigation was neither required nor appropriate under ASC 450-30-50-1 at December 31, 2022 as it would not convey meaningful information to users of the Company’s financial statements. However, the Company will continue to reassess this conclusion in future filings as the litigation progresses.

The $152.3 million gain on event cancellation insurance claims recorded in fiscal 2021 was the result of $166.9 million in insurance proceeds received (related to 2020 cancelled conferences) less $14.6 million of prepaid conference expenses recorded on the balance sheet at that time. As disclosed in Note 1, Business and Significant Accounting Policies, of the Company’s 2022 Form 10-K, the Company does not record any gain on insurance claims in excess of expenses incurred until the receipt of the insurance proceeds is deemed to be realizable.

****

Please direct any comments or questions regarding the Company’s response to the attention of the undersigned at (203) 316-6543.  In addition, we respectfully request that you

provide any additional comments to me at craig.safian@gartner.com and to my staff as follows: Kevin Tang at kevin.tang@gartner.com and Brooke Clark at brooke.clark@gartner.com.

Thank you for your assistance.

  Sincerely,

 /s/ Craig W. Safian

  Craig W. Safian

  Executive Vice President and
Chief Financial Officer

United States securities and exchange commission logo
April 18, 2023
Craig W. Safian
Chief Financial Officer
Gartner, Inc.
P.O. Box 10212
56 Top Gallant Road
Stamford, Connecticut 06902-7700
Re:Gartner, Inc.
Form 10-K for Fiscal Year Ended December 31, 2022
Filed February 16, 2023
File No. 001-14443
Dear Craig W. Safian:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2022
Item 9A Controls and Procedures
Disclosure Controls and Procedures, page 31
1.Your conclusion regarding the effectiveness of disclosures controls and procedures does
not state the full definition of disclosure controls and procedures as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e).  Although there is no requirement to disclose the full
definition, specific reference to only a portion of the definition gives the appearance of
limiting management´s conclusion solely to the portion referred to.  Please represent to us
and revise future filings to state management´s conclusion in regard to the
company's disclosure controls and procedures as fully defined in Exchange Act rules 13a-
15(e) and 15d-15(e).

 FirstName LastNameCraig W.  Safian
 Comapany NameGartner, Inc.
 April 18, 2023 Page 2
 FirstName LastName
Craig W.  Safian
Gartner, Inc.
April 18, 2023
Page 2
Notes to Consolidated Financial Statements
Note 12 - Income Taxes, page 66
2.On page 67 you disclose you recorded a deferred tax asset of approximately $122.9
million for tax basis in intangible assets along with an offsetting valuation allowance of
the same amount.  Please tell us where in the table of the components of long-term
deferred tax assets (liabilities) on page 66 this deferred tax asset is recorded.  Also,
explain to us the circumstances leading to the the full valuation allowance against this
deferred tax asset.  Further, explain to us how the increase in the valuation allowance is
reflected in the table on page 67 reconciling the statutory tax rate to the effective tax rate.
Note 17 - Contingencies, page 75
3.We note from your risk factor disclosure you face risks related to insurance coverage for
your cancelled 2020 and 2021 conferences.  We further note you have a lawsuit against
the insurer and you also commenced litigation against the insurance broker.   Please tell us
what consideration you gave to disclosing these matters here pursuant to ASC 450-20-50-
3 through 5 or 450-30-50-1, as appropriate.  Explain to us if there are any adverse
consequences to you if you are not successful in these litigations.  In connection with this,
tell us how you accounted for costs incurred associated with these cancelled conferences.
Additionally, in connection with the $152.3 million gain on event cancellation insurance
claims recorded in fiscal 2021, explain to us why there was a gain and how the gain was
determined.

            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Aamira Chaudhry at 202-551-3389 or Doug Jones at 202-551-
3309 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

January 6, 2020
Craig Safian
Chief Financial Officer
Gartner, Inc.
56 Top Gallant Road
Stamford, CT 06904-2212
Re:Gartner, Inc.
Form 10-K for the Year Ended December 31, 2018
Filed February 22, 2019
File No. 001-14443
Dear Mr. Safian:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

		Document

56 Top Gallant Road

P.O. Box 10212

Stamford, CT 06904-2212

 Telephone:

Facsimile:

 +1-203-316-1111
+1-203-316-6300
gartner.com

January 3, 2020

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F. Street, N.E.

Washington, D.C.  20549

Attention:

Robert Shapiro, Senior Staff Accountant, Office of Trade & Services

Amy Geddes, Senior Staff Accountant, Office of Trade & Services

Re:     Gartner, Inc.

Form 10-K for the Year Ended December 31, 2018

Filed on February 22, 2019

File No. 001-14443

Dear Mr. Shapiro:

Gartner, Inc. (the “Company” or “Gartner” or “we”) submits this letter in response to comments from the Staff of the Securities and Exchange Committee, received by E-Mail on December 18, 2019, pertaining to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 that was filed on February 22, 2019.

In this letter, we have recited the comment from the Staff in italicized, bold type and have followed the comment with the Company’s response. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Company’s Form 10-K.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2018

Notes to Consolidated Financial Statements

Note 1 - Business and Significant Accounting Policies

Adoption of New Accounting Standards

Our business and revenues

Costs of obtaining and fulfilling a customer contract, page 64

1.

 Please tell us the basis for amortizing deferred sales commissions on contracts over a

period not to exceed one year as many of the subscription contracts in your Research

segment are for research products that span multiple years. In your response, please

address the following:

Page 2

•

 The percentage of subscription contracts for Research products that are multi-year vs. single year or less;

•

 Terms of the contracts covering initial period plus renewal periods, and the likelihood the renewals will be exercised;

•

 Commissions paid to obtain the initial contact with the customer and costs incurred, if any, to obtain contract renewals.

Refer to ASC 606-10-55-1 and ASC 340-40-25-1 through 25-5 in your response.

Gartner Response:

Background.  As of December 31, 2018, approximately 58% and 42% of the Company’s total portfolio of subscription contracts are multi-year Research subscription contracts and all other Research subscription contracts, respectively. Multi-year subscription contracts average approximately 2.2 years in duration. All of Gartner’s subscription contracts clearly delineate the final terms and conditions of the underlying arrangements, including multi-year subscription periods, product descriptions, deliverables, quantities and the price of each service purchased. Gartner’s Research subscription contracts are generally non-cancelable and non-refundable, except for government contracts that may have cancellation or fiscal funding clauses. The Company does not include renewal options in its standardized Research subscription contracts.

Under the Company’s commission plans for multi-year Research subscription contracts, salespeople are allocated commission credits one year at a time. The Company pays those commissions on a comparable basis (i.e., when commission credits are allocated each year). Commission credits are an integral part of the Company’s formula to determine commissions payable on an employee by employee basis. The Company’s practice aligns the timing for recognizing a liability with its incurrence of an obligation to its salespeople.

For subscription contracts that follow-on an initial multi-year Research subscription contract that is expiring, Gartner compensates its salespeople on a similar basis as the initial subscription contract. Therefore, commissions on a renewal contract are commensurate with each of the years from the initial multi-year contract.

Accounting and Analysis.  The Company follows the accounting guidance in Accounting Standards Codification (“ASC”) 340-40-25-1 through 25-5 to determine which incremental costs of obtaining a customer contract and costs to fulfill a customer contract are subject to mandatory capitalization.

At the FASB’s March 30, 2015 Transition Resource Group for Revenue Recognition (“TRG”) meeting, agenda paper No. 25, the TRG members focused broadly on high-level principles for applying the guidance under ASC Topic 606, Revenue from Contracts with Customers, and certain related U.S. GAAP. At that meeting, the FASB staff ultimately agreed with the conclusion of the majority of TRG members and indicated that, “an entity should refer to the liability guidance to

Page 3

determine if a liability should be recognized and then refer to the new revenue standard to determine whether the cost should be recognized as an asset or as an expense as incurred.” Because ASC Topic 405, Liabilities, and ASC Topic 450, Contingencies, the accounting literature governing the recognition of commission liabilities, were unchanged by the new revenue recognition standard, upon the adoption of ASC Topic 606, Gartner continued to recognize commission liabilities as it did in its pre-adoption periods.

Upon signing a multi-year Research subscription contract, the Company capitalizes the commission pertaining to the first year of service and records a corresponding commission payable. Such deferred commission amount is amortized on a ratable basis over the first year of the related customer contract. On each anniversary date of a multi-year Research subscription contract, the Company capitalizes a commission amount as a contract acquisition asset when a liability is accrued. The recognition of a contract acquisition asset is appropriate because (i) such costs (although not estimable at contract inception due to a combination of variables) are clearly incremental to obtaining the initial customer contract and (ii) no future substantive service commitment is required of the salesperson to receive commission credits. Deferred commissions relating to commission liabilities recognized subsequent to the first year of service are capitalized and amortized prospectively on a ratable basis over a period that does not exceed one year. Using the methodology described herein to account for commissions, the Company never has more than one year of deferred commissions on its consolidated balance sheet for any individual customer contract.

The amortization periods for the Company’s deferred commissions are determined by reference to ASC 340-40-35-1, which states that capitalized customer contract costs should be amortized on a systematic basis that is consistent with the transfer to the customer of the goods or services to which the asset relates. For multi-year Research subscription contracts, the Company’s rationale for using an amortization period “that does not exceed one year” is based on the application of the abovementioned methodology for capitalizing such costs (i.e., no more than the amount recognized as a liability, which does not exceed one year, on the consolidated balance sheet at any given time). Additionally, the methodology described herein to amortize deferred commissions represents the best way to match amortization expense with the corresponding revenue stream, which is generally recorded evenly over the duration of the underlying subscription contract.

When assessing the appropriateness of the selected amortization periods, the Company compared the commission credits allocated upon the signing of a multi-year Research subscription contract with the commission credits allocated in subsequent periods. Because the Company’s salespeople receive commission credits on a consistent basis throughout the life of a multi-year customer contract, it was determined that the initial commission is commensurate with each subsequent commission tranche. This assessment comports with the position of the FASB’s TRG, whose members generally agreed that commissions would have to be reasonably proportional to contract values (e.g., 5% of both the initial and renewal contract values) to be considered commensurate [see November 7, 2016 TRG meeting, agenda paper No. 57].

Page 4

The Company has a high rate of customer contract renewals, which are ordinarily in the form of a new contract replacing an expiring contract. Gartner customarily pays a renewal commission that is commensurate with the commission paid on the initial contract because, for purposes of compensating its salespeople, the Company does not distinguish between a contract with a new customer and a follow-on contract with an existing customer. As such, the Company does not deem it appropriate to amortize any commissions from an initial customer contract over a period longer than the initial contract term. The Company capitalizes renewal commissions and amortizes them ratably (as described above for initial customer contracts) with expense recognized as the related goods or services are transferred to the customer. Insofar as renewals of customer contracts are concerned, the Company’s methodology is consistent with paragraph BC309 in the Basis for Conclusions of Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers. The FASB explained therein that amortizing an asset over a period longer than the initial customer contract would not be appropriate if an entity pays a commission on a contract renewal that is commensurate with the commission paid on the initial contract. In that case, the costs of obtaining the initial contract do not relate to the subsequent contract.

In summary, the Company concluded that each commission tranche for a multi-year Research subscription customer contract, including subsequent renewals, should be capitalized at the beginning of the related service period and amortized prospectively on a ratable basis over a period that does not exceed one year. By consistently applying this methodology, deferred commissions are amortized over a period that is consistent with the transfer to the customer of the services to which the asset relates and the resulting amortization expense directly aligns with the Company’s pattern of revenue recognition.

We will update our disclosures concerning “costs of obtaining and fulfilling a customer contract” in future filings to clarify our accounting for such costs and the related amortization thereof. The revised disclosure will be substantially similar to the language set forth below, which is a modification of the disclosure from Gartner’s 2018 Annual Report on Form 10-K (note that additions are in italics).

Costs of obtaining and fulfilling a customer contract

When the Company concludes that a liability should be recognized for the costs of obtaining a customer contract and determines how such liability should be measured, certain commissions are capitalized as a recoverable direct incremental cost of obtaining the underlying contract. Upon the signing of a customer contract, the Company capitalizes the related commission as a recoverable direct incremental cost of obtaining the underlying contract and records a corresponding commission payable. No other amounts are capitalized as a cost of obtaining or fulfilling a customer contract because no expenditures have been identified that meet the requisite capitalization criteria. For Research, Consulting and Other, we generally use the straight-line method of amortization for deferred commissions over a period we amortize deferred commissions on a systematic basis that

Page 5

that aligns with the transfer to our customers of the services to which the commissions relate. that is based on the projected recoverability for such costs, using factors such as the underlying contract period, the timing of when the corresponding revenues will be earned and the anticipated term of the engagement. For Conferences, deferred commissions are expensed during the period when the related conference occurs.

Under all circumstances, deferred commissions are amortized over a period that does not exceed one year. During 2018, 2017 and 2016, such deferred commission amortization expense was $304.8 million, $230.5 million and $180.2 million, respectively, and was included in SG&A expense in the accompanying Consolidated Statements of Operations. The Company classifies Deferred commissions as a current asset on the Consolidated Balance Sheets at both December 31, 2018 and 2017 because those costs were, or will be, amortized over the twelve months following the respective balance sheet dates. The Company recorded no material impairments of its deferred commissions during the three-year period ended December 31, 2018.

****

Please direct any comments or questions regarding the Company’s response to the attention of the undersigned at (203) 316-6543. In addition, we respectfully request that you provide any additional comments to me at craig.safian@gartner.com and to my staff as follows: Kevin Tang at kevin.tang@gartner.com and Randy Rosenthal at randy.rosenthal@gartner.com.

Thank you for your assistance.

Sincerely,

/s/ Craig W. Safian

Craig W. Safian

Executive Vice President and

  Chief Financial Officer

December 18, 2019
Craig Safian
Chief Financial Officer
Gartner, Inc.
56 Top Gallant Road
Stamford, CT 06904-2212
Re:Gartner, Inc.
Form 10-K for the Year Ended December 31, 2018
Filed February 22, 2019
File No. 001-14443
Dear Mr. Safian:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the Year Ended December 31, 2018
Notes to Consolidated Financial Statements
Note 1 - Business and Significant Accounting Policies
Adoption of New Accounting Standards
Our business and revenues
Costs of obtaining and fulfilling a customer contract, page 63
1.Please tell us the basis for amortizing deferred sales commissions on contracts over a
period not to exceed one year as many of the subscription contracts in your Research
segment are for research products that span multiple years.  In your response, please
address the following:

•The percentage of subscription contracts for Research products that are multi-year vs.
single year or less;
•Terms of the contracts covering initial period plus renewal periods, and the likelihood
the renewals will be exercised;

 FirstName LastNameCraig Safian
 Comapany NameGartner, Inc.
 December 18, 2019 Page 2
 FirstName LastName
Craig Safian
Gartner, Inc.
December 18, 2019
Page 2
•Commissions paid to obtain the initial contact with the customer and costs incurred,
if any, to obtain contract renewals.

Refer to ASC 606-10-55-1 and ASC 340-40-25-1 through 25-5 in your response.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Robert Shapiro, Senior Staff Accountant, at (202) 551-3273, or Amy
Geddes, Senior Staff Accountant, at (202) 551-3304 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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CORRESP

 March 6, 2017

VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, DC 20549-3720

Attention:
Sonia Barros

Tom Kluck

Kasey Robinson

Re:
Gartner, Inc.

Registration Statement on Form S-4 (File No. 333-215896)

Acceleration Request

 Requested Date: March 7, 2017

Requested Time: 4:00 P.M. Eastern Standard Time

Ladies and Gentlemen:

 Pursuant to Rule 461 of
Regulation C promulgated under the Securities Act of 1933, as amended, Gartner, Inc. (the “Company”) hereby respectfully requests that the above-referenced registration statement on Form S-4 (as amended, the “Registration
Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable, or at such later time as the Company may orally request via telephone call to the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”).

 The Company hereby
authorizes each of Bradley L. Finkelstein, Michael C. Labriola and Chelsea C. Jenrette of Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel to the Company, to make such request on its behalf.

In connection with this acceleration request, the Company hereby acknowledges that:

•

should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

 Securities and Exchange Commission

March 6, 2017

 Page 2

•

the Company may not assert comments that it has received from the Staff and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 We request that we be notified of the effectiveness of the Registration Statement by telephone call to
Bradley L. Finkelstein or Michael C. Labriola, of Wilson Sonsini Goodrich & Rosati, Professional Corporation, at (415) 947-2000 or (202) 973-8823, respectively.

 ***

 Securities and Exchange Commission

March 6, 2017

 Page 3

 Please direct any questions or comments regarding this acceleration
request to Bradley L. Finkelstein or Michael C. Labriola at (415) 947-2000 or (202) 973-8823, respectively.

 Very truly yours,

GARTNER, INC.

/s/ Daniel S. Peale

 Daniel S. Peale

 SVP, General Counsel and
Corporate

 Secretary

cc:
Bradley L. Finkelstein, Esq.

 Michael C. Labriola, Esq.

Chelsea C. Jenrette, Esq.

Wilson Sonsini Goodrich & Rosati, Professional Corporation

Mail Stop 3233
March 3, 2017

Via E -Mail
Daniel S. Peale, Esq.
General Counsel
Gartner, Inc.
P.O. Box 10212
56 Top Gallant Road
Stamford, Connecticut  06902

Re: Gartner, Inc.
  Registration Statement on Form S-4
Filed  February 6, 2017
  File No.  333-215896

Dear Mr. Peale :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Kasey Robinson , Staff Attorney, at (202) 551 -5880 with any questions.

Sincerely,

 /s/ Tom Kluck

Tom Kluck
Legal Branch Chief
Office of Real Estate and
Commodities

cc: Bradley L. Finkelstein, Esq.
 Wilson Sonsini Goodrich & Rosati, P.C.

August 14,  2014

Via E-mail
Mr. Craig W.  Safian
Chief Financial  Officer
Gartner, Inc.
P.O. Box 10212
56 Top Gallant Road
Stamford, CT 06902

Re: Gartner, Inc.
 Form 10-K for year ended December 31, 201 3
Filed on February 26, 2014
File No. 001-14443

Dear Mr. Safian :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Kevin Woody

Kevin Woody
Branch Chief

CORRESP
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		SEC Comment Letter Resp Aug 2014

56 Top Gallant Road

P.O. Box 10212

Stamford, CT 06904-2212

 Telephone:

Facsimile:

 +1-203-316-1111
+1-203-316-6300
gartner.com

August 7, 2014

United States Securities & Exchange Commission

Division of Corporation Finance, 100 F. Street, N.E.

Washington, DC  20549-7010

Attention:

Kevin Woody, Accounting Branch Chief

Jennifer Monick, Senior Staff Accountant

Re:     Gartner, Inc.

Form 10-K for the fiscal year ended December 31, 2013

Filed on February 26, 2014

File No. 001-14443

Ladies and Gentlemen:

Gartner, Inc. (the “Company” or “Gartner” or “we”) submits this letter in response to comments from the Staff of the Securities and Exchange Committee received by letter dated July 30, 2014, relating to the Company’s Form 10-K for the fiscal year ended December 31, 2013, which was filed on February 26, 2014.

In this letter, we have recited the comment from the Staff in italicized, bold type and have followed the comment with the Company’s response. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Company’s Form 10-K.

FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations:

Contractual Cash Commitments, page 29

1. It appears that the amounts for your Deferred compensation arrangement relates to your supplemental deferred compensation plan, which is structured as a rabbi trust. Please tell us how you determined it was not necessary to disclose the cash requirements for your defined benefit pension plans. Please refer to footnote 46 in our Release 33-8350.

Page 2

Gartner Response:

The Staff of the Commission is correct in that the Company did not disclose the cash requirements for the defined benefit pension plans in the contractual cash commitments table on page 29. Historically the Company has not disclosed or discussed the cash requirements for the defined benefit pension plans in the cash commitments table since the amounts have not been material. In response to the Staff’s comment and the requirements of footnote 46 of Release 33-8350, the Company proposes to add a footnote to the cash commitments table in future periodic filings indicating the existence of these plan obligations but that the cash contributions are not material. The Company will continue to monitor the projected cash payments and will disclose the amounts if material.

Financial Statements

Notes to Consolidated Financial Statements, page 44

8 – Stock-based Compensation, page 54

Restricted Stock Units, page 56

2. Please tell us how you determined it is appropriate to expense your performance-based RSUs on an accelerated basis. Please refer to ASC 718.

Gartner Response:

Vesting of the performance-based RSU awards is subject to both a four-year service requirement as well as a one-year performance condition tied to the achievement of certain levels of sales bookings in the Company’s Research segment. The performance-based RSUs vest ratably over four years from the grant date but are expensed on an accelerated basis as required by ASC 718-10-55, paragraph 96. Accelerated expensing is required under paragraph 96 because vesting of each successive award is dependent on the achievement of the performance condition. As a result, while the entire award has the same service inception date and grant date, each one of the four tranches of the award has its own explicit service period over which the value is expensed.

Since each tranche has its own explicit service period, and 25% of the shares vest each year, an acceleration of expense results since each period must include a charge for each tranche (the first tranche has a one-year service period, the second tranche a two-year service period, and so on).

Page 3

The following table displays how the total value of the award is recognized as expense on a percentage basis and the related vested shares:

 Year 1

 Year 2

 Year 3

 Year 4

Total value expensed:

Tranche 1

 100%

Tranche 2

 50%

 50%

Tranche 3

 34%

 33%

 33%

Tranche 4

 25%

 25%

 25%

 25%

Cumulative expense recognition:

 52%

 79%

 94%

 100%

Cumulative shares vested:

 25%

 50%

 75%

 100%

As indicated in the table, the accelerated amortization of the awards results in the recognition of 52% of the total value of the award in Year 1; 27% in Year 2; 15% in Year 3; and 6% in Year 4.

The Company also respectfully advises the Staff that the Company received a similar question from the Staff regarding the accelerated expense recognition of its performance-based RSU’s in a comment letter dated December 5, 2007 (and a follow-up letter from the Staff dated January 15, 2008) which covered the 10-K report filed by the Company for the year ended December 31, 2006. The Company’s response to that comment letter question was consistent with the response provided herein. The Company’s accounting policy for the performance-based RSUs has not changed.

12 – Fair Value Disclosures, page 62

3. We note your table on page 63. In future periodic filings, please disaggregate your fair value information by level 1, 2 or 3 within your table. Please refer to paragraphs 2 and 8 of ASC 820-10-50.

Gartner Response:

The Company advises the Staff that is has revised its fair value table as per ASC 820-10-50 and will present the fair value information by level 1, 2, or 3 within the table. The Company has included this revised table in its quarterly report on Form 10-Q for the period ended June 30, 2014, which was filed with the Commission on August 5, 2014. The Company will also include this revised presentation or a similar presentation in future filings.

Page 4

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2014

Financial Statements

Notes to Condensed Consolidated Financial Statements, page 7

Note 1 – Business and Basis of Presentation, page 7

Acquisition, page 8

4. Please tell us how you have accounted for the possible payment of $31.9 million related to the acquisition of Software Advice. Within your response, please tell us the nature of the certain employment conditions to be achieved. Additionally, please tell us if you concluded that this payment is compensation or contingent consideration and how you made that determination. Please refer to paragraphs 24-25 of ASC 805-10-55.

Gartner Response:

The continued involvement of the two principal shareholders in the business of Software Advice was a material factor in determining the valuation of Software Advice to the Company. Accordingly, payment is conditioned upon continued employment.

With respect to the accounting treatment for the $31.9 million contingent payment, the Company calls the Staff’s attention to Note 1 of the Company’s 10-Q filings for the first and second quarters of 2014. In that Note the Company discloses that the $31.9 million is being expensed over the required service period of two years. The Company did revise the discussion regarding the accounting treatment for the $31.9 million contingent payment in the second quarter 10-Q to make the disclosure more clear, specifically the inclusion of the word “compensation” in reference to the expense.

In determining the appropriate accounting for the $31.9 million contingent payment, the Company relied on ASC Topic 805-10-55, paragraphs 55-24 and 55-25, as indicated in the Staff’s question. In particular, paragraph 55-25 specifically states that contingent payments which automatically forfeit upon termination of employment must be accounted for as compensation for post-combination services rather than as part of the consideration exchanged for the business. Accordingly, the Company concluded that the $31.9 contingent payment should be accounted for as post-combination compensation expense over the requisite service period.

***

Page 5

In connection with its responses, the Company acknowledges that it is responsible for the adequacy and accuracy of the disclosures in its filings; that Staff comments or changes to disclosures in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and that the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please direct any comments or questions regarding the Company’s responses to the attention of the undersigned at (203) 316-6543.  In addition, we respectfully request that you provide any additional comments to me at craig.safian@gartner.com and to my staff, Stephen Baranowski, email address stephen.baranowski@gartner.com, and Clare Kretzman, email address clare.kretzman@gartner.com.

Thank you for your assistance.

Sincerely,

/s/ Craig W. Safian

Craig W. Safian

Senior Vice President

Chief Financial Officer

July 30, 2014

Via E-mail
Mr. Craig W.  Safian
Chief Financial  Officer
Gartner, Inc.
P.O. Box 10212
56 Top Gallant Road
Stamford, CT 06902

Re: Gartner, Inc.
 Form 10-K for year ended December 31, 201 3
Filed on February 26, 2014
File No. 001-14443

Dear Mr. Safian :

We have reviewed your filing an d have the following comment s.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your document.  In our comment s, we may ask you to provide us with
information so we may better understand your  disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comment s apply to your facts an d circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comment s, we may have  additional comments.

Form 10 -K for the year ended December 31, 2013

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 15

Obligations and Commitments, page 28

Contractual Cash Commitments, page 29

1. It appears that the amounts  for your Deferred compensation arrangement relates to your
supplemental deferred compensation plan, which is structured as a rabbi trust.  Please tell
us how you determined it was not necessary to disclose the cash requirements for your
defined ben efit pe nsion plans.  Please refer to footnote 46 in our Release 33 -8350.

Mr. Craig W. Safian
Gartner, Inc.
July 30, 2014
Page 2

 Financial Statements

Notes to Consolidated Financial Statements, page 44

8 – Stock -based Compensation, page 54

Restricted Stock Units, page 56

2. Please tell us how you determined it is appropriate to expense your performance -based
RSUs on an accelerated basis.  Please refer to ASC 718.

12 – Fair Value Disclosures, page 62

3. We note your table on page 63.  In future periodic filings, please disagg regate your fair
value information by level 1, 2 or 3 within your table.  Please refer to paragraphs 2 and 8
of ASC 820 -10-50.

Form 10 -Q for the quarterly period ended March 31, 2014

Financial Statements

Notes to  Condensed  Consolidat ed Financial State ments, page 7

Note 1 – Business and Basis of Presentation, page 7

Acquisition, page 8

4. Please tell us how you have accounted for the possible payment of $31.9 million related
to the acquisition of Software Advice.  Within your response, please tell us th e nature of
the certain employment conditions to be achieved.  Additionally, please tell us if you
concluded that this payment is compensation or contingent consideration and how you
made that determination.  Please refer to paragraphs 24 -25 of ASC 805 -10-55.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Mr. Craig W. Safian
Gartner, Inc.
July 30, 2014
Page 3

  In responding to our comment s, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from  taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Jennifer Monick,  Senior Staff Accountant, at 202 -551-3295  or the
undersigned at 202-551-3629 if you have questions.

Sincerely,

 /s/ Kevin Woody

Kevin Woody
Branch Chief

June 5, 2013

VIA E -Mail
Mr. Christopher J. LaFond
Chief Financial Officer
Gartner, Inc.
P.O. Box 10212
56 Top Gallant Road
Stamford, Connecticut 06902 -7700

Re: Gartner, Inc.
  Form 10 -K for the year ended December 31, 2012
Filed on February 22, 2013
File No. 001 -14443

Dear Mr. Christopher J. LaFond:

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing  and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
feder al securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing  to be certain that the filing  includes  the
information the Securities Exchange Act of 1934 and all applicable ru les require.

Sincerely,

  /s/ Kevin Woody

  Kevin Woody
 Branch Chief

CORRESP
1
filename1.htm

    56 Top Gallant Road

P.O. Box 10212

Stamford, CT 06904-2212

    Telephone  +1-203-316-1111

Facsimile    +1-203-316-6300

gartner.com

June 3, 2013

United States Securities & Exchange Commission

Division of Corporation Finance, 100 F. Street, N.E.

Washington, DC 20549-7010

Attention: Kevin Woody

Accounting Branch Chief

    Re:
    Gartner, Inc.

    Form 10-K for the fiscal year ended December 31, 2012

    Filed on February 22, 2013

    File No. 001-14443

Ladies and Gentlemen:

Gartner, Inc. (the “Company”
or “Gartner” or “we”) submits this letter in response to comments from the Staff of the Securities and
Exchange Committee received by letter dated May 22, 2013, relating to the Company’s Form 10-K for the fiscal year ended December
31, 2012, which was filed on February 22, 2013.

In this letter, we have
recited the comment from the Staff in italicized, bold type and have followed the comment with the Company’s response. Capitalized
terms used but not defined herein shall have the meanings ascribed to them in the Company’s Form 10-K.

FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2012

Note 1. Business and Significant Accounting Policies

Stamford headquarters lease renewal, page 42

    1.
    In regards to your $25 million tenant improvement allowance, please tell us management’s basis for recording the cash reimbursements from your landlord in operating cash flows yet the corresponding outflows are recorded within investing activities.

Response:

The Company’s cash flow classification
of the landlord cash reimbursements and the corresponding outflows was based on published U.S. GAAP as well as SEC Staff guidance:

US GAAP

The justification for the classification
of the landlord cash reimbursements as an operating cash flow was based on the following guidance provided by the Financial Accounting
Standards Board Accounting Standards Codification (“ASC”), along with our interpretation:

 — ASC Topic 840-20-25-5, which requires that such incentives be reported as a reduction of rent expense
for P&L reporting. We believe that reporting the cash reimbursements as an operating cash flow is conceptually consistent with
this GAAP requirement.

 — ASC Topic 230-10-45-16(c), which requires that refunds from suppliers to be reported as an operating
cash flow. Again, we believe that reporting the cash reimbursements as an operating cash flow is consistent with this GAAP requirement.

The Company’s justification for reporting
the cash outflows for the leasehold improvements within the investing activities section of the cash flow statement is based on
ASC Topic 230-10-45-13(c), which states that cash paid to purchase property, plant, and equipment and other similar productive
assets should be classified in the cash flow statement as an investing cash outflow.

SEC Staff Guidance

We also would bring the Staff’s attention
to an interpretive letter provided by the Office of the Chief Accountant. In that letter, dated February 7, 2005, Mr. Donald T.
Nicolaisen, then the Chief Accountant of the SEC Office of the Chief Accountant, provided certain guidance for public registrants
for leasehold improvements made by a lessee that were funded by landlord incentives under an operating lease arrangement.

Specifically, on page 2 of that letter,
the Office of the Chief Accountant provided the following view of the accounting for leasehold improvements funded by the landlord:
…“(c) a registrant’s statement of cash flows should reflect cash received from the lessor that is accounted
for as a lease incentive within operating activities and the acquisition of leasehold improvements for cash within investing activities.”
(italics added)

In conclusion, the Company based its cash
flow presentation on established U.S. GAAP and interpretive guidance provided by the Office of the Chief Accountant.

Note 14 – Segment Information, pages 59 –
60

    2.
    We note you present gross contribution as a segment performance measure and gross contribution is defined as operating income excluding certain COS and SG&A expenses, depreciation, acquisition and integration charges, and amortization of intangibles. Please provide us and revise future periodic filings to include a reconciliation of gross contribution to net income and separately identify and

    describe significant reconciling items. Reference is made to paragraphs 280-10-50-30(b) and 31 of the Accounting Standards Codification.

Response:

In response to the Staff’s comment,
the Company has provided a reconciliation of the gross contribution to net income, along with the identification and description
of significant reconciling items, for the fiscal years ended December 31, 2012, 2011, and 2010. The reconciliation is attached
to this letter as Attachment 1.

In addition, the Company
will, in future filings, provide a reconciliation of gross contribution to net income and separately identify and describe significant
reconciling items in accordance with ASC Topic 280-10-50-30(b) and 31.

***

In connection with its
responses, the Company acknowledges that it is responsible for the adequacy and accuracy of the disclosure in its filings; that
Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with
respect to the filings; and that the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.

Please direct any comments
or questions regarding the Company’s responses to the attention of the undersigned at (203) 316-6876. In addition, we respectfully
request that you provide any additional comments to me at christopher.lafond@gartner.com, and to my staff, Stephen Baranowski,
email address stephen.baranowski@gartner.com, and Clare Kretzman, email address clare.kretzman@gartner.com.

Thank you for your assistance.

    Sincerely,

    /s/ Christopher J. Lafond

    Christopher J. Lafond

    Executive Vice President

    Chief Financial Officer

    cc:
    Mr. Wilson K. Lee

    Division of Corporation Finance

ATTACHMENT 1

GARTNER, INC.

Reconciliation of Total Segment Gross Contribution
to Net Income

(In thousands)

    For the Twelve Months

    Ended December 31,

    2012
    2011
    2010

    Total segment gross contribution
    $ 963,714
    $ 863,239
    $ 742,296

    Costs and expenses:

    Cost of services and product development - unallocated
      6,973   (a)
      3,406   (a)
      6,080
    (a)

    Selling, general and administrative
      678,843
      613,707
      543,174

    Depreciation
      25,369
      25,539
      25,349

    Amortization of intangibles
      4,402
      6,525
      10,525

    Acqusition and integration charges
      2,420
      —
      7,903

    Operating income
      245,707
      214,062
      149,265

    Interest expense, net
      8,859
      9,967
      15,616

    Other expense (income), net
      1,252
      1,911
      (436 )

    Provision for income taxes
      69,693
      65,282
      37,800

    Net income
    $ 165,903
    $ 136,902
    $ 96,285

(a) Consists of certain bonus and related fringe costs recorded
in Consolidated Cost of services and product development expense that are not allocated to segment expense. The Company's policy
is to only allocate bonus and related fringe charges to segments for up to 100% of the segment employee's target bonus.

May 22 , 2013

VIA E -Mail
Mr. Christopher J. LaFond
Chief Financial Officer
Gartner, Inc.
P.O. Box 10212
56 Top Gallant Road
Stamford, Connecticut 06902 -7700

Re: Gartner, Inc.
  Form 10 -K for the year ended December 31, 2012
Filed on February 22, 2013
File No.  001-14443

Dear Mr. Christopher J. LaFond :

We have reviewed your filings and have the following com ments. In some of our
comments we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by providing the requested
information or by advising us when you will provide the requested response. If yo u do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

 After reviewing the information you provide in response to these comments, we may
have additional comments.

FORM 10 -K FOR THE YEAR ENDED DECEMBER 31, 2012

Note 1 – Business and Significant Accounting Policies

Stanford headquarters lease renewal, page 42

1. In regards to your $25 million tenant improvement allowance, please tell us
management’s basis for recording the cash reimbursements from your landlord in
operating cash flows yet the corresponding outflows are recorded within investing
activities

Mr. Christopher J. LaFond
Gartner, Inc.
May 22 , 2013
Page 2

 Note 14 – Segment Information, pages 59 – 60

2. We note you present gross contribution as a segment performance measure and gross
contribution is defined as operating income excluding certain COS and SG&A expenses,
depreciation, acquisition and integration charges, and amortization of intangibles.   Please
provide us and revise future periodic filings to include a reconciliation of gross
contributio n to net income and separately identify and describe significant reconciling
items.   Reference is made to paragraphs 280 -10-50-30(b) and 31 of the Accounting
Standards Codification.

  We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require. Since the company and its management are
in possession of all facts relating to a comp any’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy a nd accuracy of the disclosure in the filings;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filings; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may con tact Wilso n K. Lee at (202) 551 -3468 or me  at (202) 551 -3629 if you have
any questions.

                                                                     Sincerely,

  /s/ Kevin Woody

         Kevin R. Woody
Branch Chief

Mail Stop 3010
January 5, 2010
  Via U.S. Mail and Facsimile 866.618.0806

 Mr. Christopher J. Lafond Chief Financial Officer Gartner, Inc. P.O. Box 10212 56 Top Gallant Road Stamford, CT  06902-7700

Re: Gartner, Inc.
Form 10-K for fiscal ye ar ended December 31, 2008
Filed February 20, 2009 Form 10-Q for the period ended September 30, 2009 Filed October 30, 2009 File No. 1-14443

Dear Mr. Lafond:

We have completed our review of the above referenced filings and have no
further comments at this time.           S i n c e r e l y ,

Kevin Woody Accounting Branch Chief

Mail Stop 3010
November 9, 2009
  Via U.S. Mail and Facsimile 866.618.0806

 Mr. Christopher J. Lafond Chief Financial Officer Gartner, Inc. P.O. Box 10212 56 Top Gallant Road Stamford, CT  06902-7700

Re: Gartner, Inc.
Form 10-K for fiscal ye ar ended December 31, 2008
Filed February 20, 2009 Form 10-Q for the period ended September 30, 2009 Filed October 30, 2009 File No. 1-14443

Dear Mr. Lafond:

We have reviewed your filings and have the following comments.  If you disagree
with our comments, we will consider your e xplanation as to why our comments are not
applicable.  Please be as deta iled as necessary in your expl anation.  In our comments, we
may ask you to provide us with information so we may better understand your disclosure.
After reviewing this information, we may raise additional comments.    Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Christopher J. Lafond
Gartner, Inc. November 9, 2009 Page 2  Form 10-K for the fiscal year ended December 31, 2008

 Item 1.  Business

 General

 1. We note your discussion on page 8 in the Risk Factors  section that a significant
amount of your revenues are derived from  contracts with U.S. government, state
and local governments and their respective agencies.  In future filings, as
applicable, please indicate the portion of your backlog not reasonably expected to
be filled within the current fiscal year.  Refer to Item 101(c)(vii) of Regulation S-
K.
 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations.
 Obligations and Commitments, page 26

 2. We note that your contractual cash commitme nts due in less than one year totaled
$92.5 million.  It does not appear that th e entire amount of $177.75 million of the
Current portion of long-term debt as di sclosed on your consolidated balance
sheets was included in this table.  Please advise.
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk

 Foreign Currency Exchange Risk, page 28

 3. Considering that fluctuations may vary significantly by currency, in future filings
please provide disclosure indicating the currencies to which you are primarily
exposed, as well as a sensitivity analysis for each currency that may have an individually significant impact on future earnings. Where currencies have been
aggregated, please disclose the reasons why such presentation is considered to be
appropriate.

Item 8. Consolidated Financial Statements and Supplementary Data

 Report of Independent Registered Accounting Firm, page 34

 4. We note that your financial statement a udits as of and for the years ended
December 31, 2008, 2007 and 2006 were conducted in accordance generally accepted auditing standards as established by the Auditing Standards Board (U.S.) and the auditing standards of the Pub lic Company Accounting Oversight Board
(“PCAOB”) (U.S.).  Please tell us whether your audit was conducted in

Christopher J. Lafond
Gartner, Inc. November 9, 2009 Page 3
accordance with the auditing and related professional practice standards  of the
PCAOB and if so, amend your filing to include an audit opinion stating such.
 Item 9A. Controls and Procedures

 Management’s Annual Report on Internal C ontrol Over Financial Reporting, page 29

 5. In future filings, please provide a statem ent that your registered public accounting
firm has issued an attestation report on  your internal control over financial
reporting.  Refer to Item 308(a)(4) of Regulation S-K.
 Form 10-Q for the period ended September 30, 2009

 Item 6. Exhibits

 Exhibits 31.1 and 31.2

 6. We note that you have made certain modi fications to the exact form of the
required certifications including modifyi ng the language “the registrant’s most
recent fiscal quarter (the registrant’s four th fiscal quarter in the case of an annual
report)” in paragraph 4(d).  Please di scontinue the use of these and other
modifications in future filings, as certificat ions required must be in the exact form
set forth in Item 601(b)(31) of Regulation S-K.

*     *     *     *

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.   Please submit a response letter on EDGAR
that keys your response to our comments and provides any requested information.
Detailed cover letters greatly facilitate our review.  Please understa nd that we may have
additional comments after reviewin g your response to our comments.

 We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filings reviewed by the sta ff to be certain that they have provided all
information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;

Christopher J. Lafond
Gartner, Inc. November 9, 2009 Page 4
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.
You may contact Mark Rakip, Sta ff Accountant, at 202.551.3573 or the
undersigned at 202.551.3629 if you have questions  regarding comments on the financial
statements and related matters.  Please c ontact Jerard Gibson, Attorney-Advisor, at
202.551.3473 or Tom Kluck, Legal Branch Chief at 202.551.3233 with any other questions.          S i n c e r e l y ,
Kevin Woody Accounting Branch Chief

CORRESP
1
filename1.htm

corresp

    56 Top Gallant Road

P.O. Box 10212

Stamford, CT 06904-2212

USA

gartner.com

November 16, 2009

United States Securities & Exchange Commission

Division of Corporation Finance, 100 F. Street, N.E.

Washington, DC 20549-7010

Attention: Kevin Woody

Accounting Branch Chief

    Re:

    Gartner, Inc.

Form 10-K for the fiscal year ended December 31, 2008

Form 10-Q for the period ended September 30, 2009

File No. 1-14443

Ladies and Gentlemen:

     Gartner, Inc. (the “Company” or “Gartner” or “we”) submits this letter in response to comments
from the Staff of the Securities and Exchange Committee received by letter dated November 9, 2009,
relating to the Company’s Form 10-K for the fiscal year ended December 31, 2008 and Form 10-Q for
the period ended September 30, 2009.

     In this letter, we have recited the comment from the Staff in italicized, bold type and have
followed the comment with the Company’s response. Capitalized terms used but not defined herein
shall have the meanings ascribed to them in the Company’s Form 10-K.

Form 10-K for the fiscal year ended December 31, 2008

Item 1. Business

General

    1.

    We note your discussion on page 8 in the Risk Factors section that a significant amount of
your revenues are derived from contracts with U.S. government, state and local governments
and their respective agencies. In future filings, as applicable, please indicate the portion
of your backlog not reasonably expected to be filled within the current year. Refer to Item
101(c)(viii) of Regulation S-K.

Response:

The Company respectfully advises the Staff that on page 8 of the Company’s Form 10-K for the fiscal
year ended December 31, 2008 the Company disclosed the dollar amount of government contracts that
may be terminated without penalty as required by Item 101(c)(ix) of Regulation S-K, Narrative
Description of Business.

In response to the Staff’s comment, the Company will, in future filings, provide an estimate of the
total dollar amount of backlog not reasonably expected to be filled within the current year in
accordance with Item 101(c)(viii) of Regulation S-K, Narrative Description of Business.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations.

Obligations and Commitments, page 26

    2.

    We note that your contractual cash commitments due in less than one year totaled $92.5
million. It does not appear that the entire amount of $177.75 million of the Current portion
of long-term debt as disclosed on your consolidated balance sheet was included in this table.
Please advise.

Response:

The Company respectfully advises the Staff that the Company had $416.250 million of total debt
outstanding as of December 31, 2008, as presented on our consolidated balance sheet as of that
date. The total debt is classified into three categories in the contractual cash commitments table
on Page 26 of our Form 10-K for the fiscal year ended December 31, 2008, as follows: (1) Less Than
1 Year; $57.75 million; (2) 1-3 Years, $207.75 million; and (3) 4-5 years, $150.75 million.

The Company compiles the contractual cash commitments table in accordance with Item 303(a)(5) of
Regulation S-K, Tabular Disclosure of Contractual Obligations, which requires future payments to be
classified in the table when they are contractually due. Under the terms of our Credit Facility,
amounts outstanding under our revolving credit arrangement are not contractually required to be
repaid until January 31, 2012. Accordingly, the Company presents the amount outstanding under the
revolving credit facility in the “4-5 Years” category.

In response to the Staff’s comment, the Company will, in future filings, add a footnote to the cash
commitments table clarifying the classification of the amount outstanding under the revolving
credit arrangement in the table.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Foreign Currency Exchange Risk, page 28

    3.

    Considering that fluctuations may vary significantly by currency, in future filings please
provide disclosure indicating the currencies to which you are primarily exposed, as well as a
sensitivity analysis for each currency that may have an individually significant impact on
earnings. Where currencies have been aggregated, please disclose the reasons why such
presentation is considered to be appropriate.

Response:

The Company acknowledges the Staff’s comment and will, in future filings, add additional disclosure
regarding exposure to foreign currencies in accordance with Item 305(a) of Regulation S-K,
Quantitative Information about Market Risk. Such disclosure will include currencies to which we are
primarily exposed, as well as a sensitivity analysis for each currency that may have an
individually significant impact on earnings. If currencies are aggregated, the Company will
disclose the reasons why such presentation is considered to be appropriate.

Item 8. Consolidated Financial Statements and Supplementary Data

Report of Independent Registered Accounting Firm, page 34

    4.

    We note that your financial statement audits as of and for the years ended December 31,
2008, 2007, and 2006 were conducted in accordance with generally accepted auditing standards
as established by the Auditing Standards Board (U.S.) and the auditing standards of the Public
Company Accounting Oversight Board (“PCAOB”)(U.S.). Please tell us whether your audit was
conducted in accordance with the auditing and related professional practice standards of the
PCAOB and if so, amend your filing to include an opinion stating such.

Response:

The Company confirms to the Staff that the audits of our financial statements as of and for the
years ended December 31, 2008, 2007 and 2006 were conducted in accordance with the auditing
standards and related professional practice standards of the Public Company Accounting Oversight
Board (United States).

The Company acknowledges the Staff’s comment and will, in future filings, ensure that the audit
opinion makes reference to the standards of the Public Company Accounting Oversight Board (United
States) and not to the standards established by the Auditing Standards Board (United States).

Item 9A. Control and Procedures

Management’s Annual Report on Internal Control over Financial Reporting, page 29

    5.

    In future filings, please provide a statement that your registered public accounting firm
has issued an attestation report on your internal control over financial reporting. Refer to
Item 308(a)(4) of Regulation S-K.

Response:

The Company acknowledges the Staff’s comment and will, in future filings, provide a statement that
our registered public accounting firm has issued an attestation report on our internal control over
financial reporting in accordance with Item 308(a)(4) of Regulation S-K.

Form 10-Q for the period ended September 30, 2009

Item 6. Exhibits

Exhibits 31.1 and 31,.2

    6.

    We note that you have made certain modifications to the exact form of the required
certifications including modifying the language “the registrant’s most recent fiscal quarter
(the registrant’s fourth fiscal quarter in the case of an annual report)” in paragraph 4(d).
Please discontinue the use of these and other modifications in future filings, as

    certifications required must be in the exact form set forth in Item 601(b)(31) of Regulation
S-K.

Response:

The Company acknowledges the Staff’s comment and will, in future filings, submit the required
certifications in the exact form as set forth in Item 601(b)(31) of Regulation S-K.

***

     In connection with its responses, the Company acknowledges that it is responsible for the
adequacy and accuracy of the disclosure in its filings; that Staff comments or changes to
disclosure in response to Staff comments do not foreclose the Commission from taking any action
with respect to the filings; and that the Company may not assert Staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

     Please direct any comments or questions regarding the Company’s responses to the attention of
the undersigned at (203) 316-6876. In addition, we respectfully request that you provide a
facsimile of any additional comments you may have to my attention at (866) 618-0806. Thank you
for your assistance.

    Sincerely,

    /s/ Christopher J. Lafond

    Christopher J. Lafond

    Executive Vice President

Chief Financial Officer

    cc:

    Mark Rakip

Staff Accountant

Division of Corporation Finance

May 15, 2009

Via U.S. Mail and Facsimile (866-785-2981)

Christopher J. Lafond
Executive Vice President and Chief Financial Officer Gartner, Inc. P.O. Box 10212 56 Top Gallant Road Stamford, CT 06902-2212
 Re: Gartner, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2008
  Filed February 20, 2009   File No. 1-14443   Response Letter Dated May 7, 2007
Dear Mr. Hall:

We refer you to our comment letter da ted April 28, 2009 re garding business
contacts with Cuba, Iran, Sudan, and Syria.  We have completed our review of this subject matter and have no further comments at this time.           S i n c e r e l y ,             C e c i l i a  B l y e ,  C h i e f          Office of Global Security Risk   cc:  Karen Garnett   Assistant Director  Division of Corporation Finance

CORRESP
1
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CORRESP

    56 Top Gallant Road

P.O. Box 10212

Stamford, CT 06904-2212

USA

gartner.com

May 7, 2009

Ms. Cecilia Blye, Chief

Office of Global Security Risk

United States Securities and Exchange Commission

100 F. Street, N.E.

Washington, DC 20549-7010

    Re:

    Gartner, Inc.

Form 10-K for the fiscal year ended December 31, 2008

File No. 1-14443

     Dear Ms. Blye:

          Gartner, Inc. (the “Company” or “Gartner” or “we”) submits this letter in response to comments
from the Staff of the Securities and Exchange Committee received by letter dated April 28, 2009,
relating to the Company’s Form 10-K for the fiscal year ended December 31, 2008.

          In this letter, we have recited the comment from the Staff in italicized, bold type and have
followed the comment with the Company’s response. Capitalized terms used but not defined herein
shall have the meanings ascribed to them in the Company’s Form 10-K, as applicable.

General

    1.

    We note the disclosure on pages 19, 21 and elsewhere in the Form 10-K that you have derived
revenue from the Middle East and Africa, which are regions that include Iran, Syria and Sudan.
We also note on page 5 in the Form 10-K that you have held events in Latin America, which is
a region that can be understood to include Cuba. Iran, Syria, Sudan and Cuba are identified
by the State Department as state sponsors of terrorism, and are subject to U.S. economic
sanctions and export controls. We note that your Form 10-K does not include disclosure
regarding contacts with Iran, Syria, Sudan and Cuba. Please describe to us the nature and
extent of your past, current and anticipated contacts with referenced countries, if any,
whether through subsidiaries, distributors or sales agents, or other direct or indirect
arrangements. Your response should describe any products or services you have provided to
these countries, and any agreements, commercial arrangements, or other contracts you have had
with the governments of the countries or entities controlled by those governments.

Response:

The Company respectfully submits the following information in response to the above comment:

Neither Gartner, Inc., nor its subsidiaries or its sales agents (while acting on behalf of
Gartner), to the knowledge of management, either directly or indirectly has had or
presently has any contact with, or has conducted or is presently conducting any business
with, any government or any entity controlled by the government of Iran, Syria, Sudan or

    56 Top Gallant Road

P.O. Box 10212

Stamford, CT 06904-2212

USA

gartner.com

Cuba, nor does the Company anticipate that it will have any contact or conduct any business
with any such governments or entities in the foreseeable future.

As noted above, Gartner utilizes sales agents to assist with selling into certain
territories. However, none of Gartner’s sales agents are located in Iran, Syria, Sudan or
Cuba and none is authorized to conduct business in these countries. Gartner’s management
is not aware of any indirect distribution or sales of its products and services in these
countries.

Further, as noted in our Annual Report on Form 10-K for December 31, 2008, Gartner operates
an Events segment. This business segment conducts events around the world that are
attended by thousands of people each year. None of these events is held in Iran, Syria,
Sudan or Cuba. While all attendees are required to register for these events, Gartner does
not undertake to verify the contacts and relationships of all such attendees. However, to
the knowledge of management, none of these persons is a representative of the governments
of Iran, Syria, Sudan or Cuba, or any entities controlled by any such governments.

Since the Company does not do business in or with these countries, it does not consider this information to be material to an investor and, accordingly, is
not proposing any additional disclosure in its Quarterly Reports on Form 10-Q or Annual Report on
Form 10-K.

***

          In connection with its responses, the Company acknowledges that it is
responsible for the accuracy and adequacy of the disclosure in its filings; that Staff comments or
changes to disclosure in response to Staff comments do not foreclose the Commission from taking any
action with respect to the filings; and that the Company may not assert Staff comments as a defense
in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

          Please direct any comments or questions regarding the Company’s responses to the attention of
the undersigned at (203) 316 -6876. In addition, we respectfully request that you provide a
facsimile of any additional comments you may have to my attention at (866) 785-2981. Thank you for
your assistance.

Sincerely,

/s/ Christopher J. Lafond

Christopher J. Lafond

Executive Vice President

Chief Financial Officer

    cc:

    Karen Garnett

Assistant Director

Division of Corporation Finance

April 28, 2009

Via U.S. Mail and Facsimile (203-316-6488)

Eugene A. Hall
Chief Executive Officer Gartner, Inc. P.O. Box 10210 56 Top Gallant Road Stamford, CT 06902-7700
 Re: Gartner, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2008
  Filed February 20, 2009   File No. 1-14443
Dear Mr. Hall:

We have limited our review of your filing to disclosure relating to your contacts
with countries that have been  identified as state sponsors of  terrorism, and we have the
following comment.  Our review with respect to this issue does not  preclude further
review by the Assistant Director group with respect to other issues.   At this juncture,
we are asking you to provide us with supplemental information, so that we may better
understand your disclosure.  Please be as detail ed as necessary in your response.  After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comment or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 General

1. We note the disclosure on pages 19, 21, a nd elsewhere in the Form 10-K that you
have derived revenue from the Middle Ea st and Africa, which are regions that
include Iran, Syria, and Sudan.  We also  note on page 5 in the Form 10-K that you
have held events in Latin America, which is a region that can be understood to include Cuba.  Iran, Syria, Sudan, and Cuba are identified by the State Department as state sponsors of terror ism, and are subject to U.S. economic
sanctions and export controls.  We not e that your Form 10-K does not include
disclosure regarding contacts with Iran, Syria, Sudan, and Cuba.  Please describe to us the nature and extent of your past, current, and anticipate d contacts with the
referenced countries, if a ny, whether through subsidiaries, distributors, or sales
agents, or other direct or indirect arra ngements.  Your response should describe

Eugene A. Hall
Gartner, Inc.
April 28, 2009
Page 2

any products or services you have pr ovided to these countries, and any
agreements, commercial arrangements, or other contacts you have had with the
governments of the countries or enti ties controlled by those governments.

* * * * *

Please respond to this comment within 10 business days or tell us when you will
provide us with a response.  Pleas e submit your response letter on EDGAR.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that th e filings include all in formation required under
the Exchange Act of 1934 and that they have provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to the company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
 In connection with responding to our comment, please provide, in writing, a
statement from the company acknowledging that:

• the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;
 • staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.

Please understand that we may have addi tional comments after we review your
response to our comment.  Pl ease contact Pradip Bhaumik, Special Counsel, at (202) 551-
3333 if you have any questions about the commen t or our review.  You may also contact
me at (202) 551-3470.          S i n c e r e l y ,             C e c i l i a  B l y e ,  C h i e f          Office of Global Security Risk

Eugene A. Hall
Gartner, Inc. April 28, 2009
Page 3

  cc:  Karen Garnett   Assistant Director  Division of Corporation Finance

Mail Stop 4561
February 12, 2008

Mr. Christopher Lafond Chief Financial Officer Gartner, Inc. 56 Top Gallant Road, P.O. Box 10212 Stamford, CT  06902-7700

Re: Gartner, Inc.
Form 10-K for the fiscal year ended December 31, 2006
File No. 1-14443

Dear Mr. Lafond:

We have completed our review of the above  referenced filing and have no further
comments at this time.
           S i n c e r e l y ,
   Kevin Woody Branch Chief

CORRESP
1
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RESPONSE LETTER

January 25, 2008

Mr. Kevin Woody, Branch Chief

Mr. Howard Efron, Staff Accountant

United States Securities and Exchange Commission

100 F. Street, N.E.

Washington, DC 20549

    Re:

    Gartner, Inc.

    Form 10-K for the fiscal year ended December 31, 2006

    File No. 1-14443

Gentlemen:

     Gartner, Inc. (the “Company” or “Gartner” or “we”) submits this letter in response to comments
from the Staff of the Securities and Exchange Commission received by letter dated January 15, 2008,
relating to the Company’s Form 10-K for the fiscal year ended December 31, 2006.

     In this letter, we have recited the comment from the Staff in italicized, bold type and have
followed the comment with the Company’s response. Capitalized terms used but not defined herein
shall have the meanings ascribed to them in the Company’s Form 10-K, as applicable.

Form 10-K for the fiscal year ended December 31, 2006

Financial Statements

Stock-based Compensation

Restricted Stock Units, page 52

1. We note your response to prior comment 3. Please provide additional information
regarding your compliance with SFAS 123(R). Based upon your response it is not clear how
you are currently recognizing the expense for these RSUs and how your current program is
similar to the one discussed in paragraph A69. Within your response, please specifically
tell how you are recognizing expense, the specific provisions of the plan and how you have
complied with SFAS 123(R). Additionally, please tell us what effect, if any, the additional
RSUs issued above the target at the end of the first performance period has on the
recognition of expense.

Response:

The Company respectfully submits the following information in response to the above comment:

The RSUs in question were issued under the Company’s 2003 Long-Term Incentive Plan (“2003 LTIP”).
The 2003 LTIP provides for the grant of restricted stock units that contain vesting criteria set by
the Compensation Committee of the Company’s Board of Directors based upon the achievement of
Company-wide, business unit or individual goals (including continued employment). Additionally,
the 2003 LTIP permits the Compensation Committee to further condition such awards upon the
attainment of Performance Objectives (as defined in the 2003 LTIP).

The performance-based RSUs awarded in 2006 to the Company’s executive officers were subject to both
four year time-based vesting based upon continued service and the number of RSUs eligible to vest
was based on a one year performance condition whereby the ultimate number of RSUs eligible to vest
was tied to the achievement of certain levels of sales bookings in the Company’s Research segment.
This performance condition is a permissible Performance Objective under the 2003 LTIP.

For 2006, at 100% of the sales booking target, 474,000 RSUs were eligible to vest, while the final
RSU award could have ranged from 0% to 200% of the target amount. The actual 2006 achievement for
this objective was 164.5% of the target sales bookings amount, resulting in a total of 740,250 RSUs
being awarded, adjusted for actual forfeitures. Note that if the minimum sales booking amount had
not been achieved for the year, the entire award would have been forfeited, and any expense booked
to date would have been reversed. This award is described in detail on pages 15-16 of the
Company’s 2007 Proxy Statement.

At the end of each of the first, second, and third quarters of 2006, the Company estimated what it
believed would be the probable (the most likely outcome pursuant to SFAS No. 123(R), paragraph 44)
annual sales bookings amount that would be reached for the year. Using the probable sales bookings
amount, the Company then further estimated the number of RSUs that would ultimately be eligible to
vest. The fair value per share of an RSU was determined on the date of grant based on the market
price of the Company’s common stock on that date. Using the estimated number of RSUs eligible to
vest and the fair value per share figure, the Company then determined the total estimated value of
the award at the end of each of the first, second and third quarters of 2006. At year-end 2006,
when the final sales bookings number became known, the Company determined the actual number of RSUs
eligible to vest and the final value of the award, and appropriate adjustments were made to the
quarterly SFAS 123(R) charge for the fourth quarter of 2006.

The actual number of performance-based RSUs awarded vest ratably over four years from the vesting
commencement date, but the RSUs are expensed on an accelerated basis as required by SFAS 123(R),
paragraph A69 (footnote 73 to that paragraph specifies that the
policy decision to use straight line or accelerated amortization is
not permitted because of the performance condition). Accelerated expensing is required under

paragraph A69 because vesting of each successive award is dependent on the achievement of the
performance condition. As a result, while the entire award has the same service inception date and
grant date, each tranche of the award has its own explicit service period over which the value is
recognized.

Since each tranche has its own explicit service period, and 25% of the shares vest each year, an
acceleration of expense results since each quarterly period must include a charge for each tranche
(the first tranche has a one-year service period, the second tranche a two-year service period, and
so on). The following table displays how the total value of the award is recognized as expense on
a percentage basis and the amount of vested shares over the four year service period:

    Year 1

    Year 2

    Year 3

    Year 4

                    Expense recognition by year:

    Tranche 1

    100
    %

    Tranche 2

    50
    %

    50
    %

    Tranche 3

    34
    %

    33
    %

    33
    %

    Tranche 4

    25
    %

    25
    %

    25
    %

    25
    %

    Cumulative expense recognition:

    52
    %

    79
    %

    94
    %

    100
    %

    Cumulative shares vested:

    25
    %

    50
    %

    75
    %

    100
    %

As indicated in the table above, accelerated amortization results in the recognition in expense of
52% of the total value of the award in Year 1, 27% in Year 2, 15% in Year 3, and in Year 4, 6%.

***

     In connection with its response, the Company acknowledges that it is
responsible for the accuracy and adequacy of the disclosure in its filings; that Staff comments or
changes to disclosure in response to Staff comments do not foreclose the Commission from taking any
action with respect to the filings; and that the Company may not assert Staff comments as a defense
in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

     Please direct any comments or questions regarding the Company’s responses to the attention of
the undersigned at (203) 316 -6876. In addition, we respectfully request that you provide a
facsimile of any additional comments you may have to my attention at (866) 785-2981, as well as
that of Robert Sanchez, Esq. of Wilson Sonsini Goodrich & Rosati, our external counsel, at (202)
973 -8899. Thank you for your assistance.

    Sincerely,

    /s/ Christopher J. Lafond

    Christopher J. Lafond

Executive Vice President

Chief Financial Officer

cc: Robert Sanchez, Esq.

Mail Stop 4561
January 15, 2008

Mr. Christopher Lafond Chief Financial Officer Gartner, Inc. 56 Top Gallant Road, P.O. Box 10212 Stamford, CT  06902-7700

Re: Gartner, Inc.
Form 10-K for the fiscal year ended December 31, 2006
File No. 1-14443

Dear Mr. Lafond:

We have reviewed your first response letter filed on December 19, 2007 and have
the following additional comment.    Where indicated, we think you should revise your
document in response to this comment in future  filings.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as nece ssary in your explanation.  In  our comment, we may ask you
to provide us with supplemental inform ation so we may better understand your
disclosure.  After reviewing this inform ation, we may or may not raise additional
comments.

Form 10-K for the fiscal year ended December 31, 2006

Financial Statements

Stock-based Compensation

Restricted Stock Units, page 52
 1. We note your response to prior comment 3.  Please provide additional information
regarding your compliance with SFAS 123(R).  Based upon your response it is
not clear how you are currently recognizi ng the expense for these RSUs and how
your current program is similar to the one discussed in paragraph A69.  Within

Mr. Lafond
Gartner, Inc. January 15, 2008 Page
2

your response, please specifi cally tell how you are r ecognizing expense, the
specific provisions of the plan and how you have complied with SFAS 123(R).
Additionally, please tell us what effect, if any, the a dditional RSUs issued above
the target at the end of the first performance peri od has on the recognition of
expense.

As appropriate, please respond to our comm ent within 10 business days or tell us
when you will provide us with a response.  Please furnish a cover letter with your proposed revisions that keys your response to our comment and provides any requested
information.  Detailed cover letters greatly facilitate our  review.  Please submit your
cover letter on EDGAR.  Pleas e understand that we may ha ve additional comments after
reviewing your response to our comment.     You may contact Howard Efron, Staff Accountant, at  (202) 551-3439 or me at
(202) 551-3629 if you have questions regard ing comments on the financial statements
and related matters.              S i n c e r e l y ,

Kevin Woody Branch Chief

CORRESP
1
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CORRESP

December 19, 2007

Mr. Kevin Woody, Branch Chief

Mr. Howard Efron, Staff Accountant

United States Securities and Exchange Commission

100 F. Street, N.E.

Washington, DC 20549

    Re:

    Gartner, Inc.

    Form 10-K for the fiscal year ended December 31, 2006

    Form 10-Q for the quarterly period ended June 30, 2007

    File No. 1-14443

Gentlemen:

     Gartner, Inc. (the “Company” or “Gartner” or “we”) submits this letter in response to comments
from the staff of the Securities and Exchange Committee (the “Staff”) received by letter dated
December 5, 2007, relating to the Company’s Form 10-K for the fiscal year ended December 31, 2006
and the Company’s Form 10-Q for the quarterly period ended June 30, 2007.

     In this letter, we have recited the comments from the Staff in italicized, bold type and have
followed each comment with the Company’s response. Capitalized terms used but not defined herein
shall have the meanings ascribed to them in the Company’s Form 10-K or Form 10-Q, as applicable.

Form 10-K for the fiscal year ended December 31, 2006

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Obligations and Commitments, page 24

    1.

    We note your disclosure that interest payments under your new credit
facilities and term loan have been excluded from your table of contractual
commitments. Please tell us and disclose why you have excluded these amounts from the
table and guidance relied upon by management in doing so.

Response:

The Company respectfully submits that the Company has read and considered SEC Regulation S-K Item
303(a)(5), Tabular Disclosure of Contractual Obligations, and believes that due to: (i) the
variable nature of the interest payments which are tied to current market rates, and (ii) the fact
that the amount outstanding under the Company’s revolving credit facility can fluctuate, such
interest payments are not required to be disclosed in this table.

The Company notes that the introductory sentence to the Company’s contractual obligations table
clearly discloses that the interest amounts are excluded from the table. The Company submits that
due to the variable nature of the interest amounts due in the future, inclusion of such amounts in
the table would require the Company to make assumptions that, if incorrect, could prove to be
misleading to investors. The Company further submits that disclosure regarding the Company’s
interest expense for 2006 is included in Management’s Discussion and Analysis of Financial
Condition and Results of Operations (see page 19) and disclosure regarding the material terms of
the Company’s credit facilities, including the formula for the interest rates, is included in Note
7— Debt in the Notes to Consolidated Financial Statements, enabling the reader to make estimates
regarding future interest payments.

While the Company believes that the interest payments have been appropriately excluded from the
contractual obligations table for the aforementioned reasons, in response to the Staff’s comment
the Company will clarify in future filings that the contractual obligations table excludes interest
payments under its credit facility due to the variable nature of such payments and will direct the
reader to the disclosure regarding interest rates contained in the Notes to Consolidated Financial
Statements.

Financial Statements

Reconciliation of META Purchase Accounting Liabilities, page 45

    2.

    We note that you have recorded contract termination liabilities in connection
with your META acquisition and your reference to EITF 95-3. Please tell us how you
determined that these costs were to be recorded as liabilities related to the META
acquisition and that such costs should not have been expensed as incurred. Please
reference any criteria of EITF 95-3 which you applied in your analysis. Additionally,
please tell us why the $2.2 million adjustment above prior estimates was required for
contract terminations related to vendor contracts.

Response:

The Company advises the Staff that the Company recorded contract termination liabilities of
approximately $2.2 million specifically related to the META acquisition, of which $1.9 million was
for investment banking services to one vendor and the remaining $0.3

million split among several vendors. The Company further advises the Staff that the Company
ultimately negotiated a reduction in the fees for such investment banking services to approximately
$0.8 million, resulting in a reversal of $1.1 million of the original $1.9 million accrual.

The Company advises the Staff that the Company determined that the costs in question should be
recorded as liabilities related to the META acquisition pursuant to EITF 95-3 since the costs met
all of the following requirements:

    •

    The liabilities were incurred by the Company as of the acquisition date (the
liabilities arose directly from the Company’s acquisition of META);

    •

    The costs were not related to the generation of future revenues;

    •

    The costs had no future economic benefit to the combined entity (these costs were
directly attributable to the acquisition); and

    •

    The costs were incremental, meaning they would not have been incurred by either Gartner
or META in the absence of the acquisition.

Stock-based Compensation

Restricted Stock Units, page 52

    3.

    Please tell us your basis under SFAS 123R for expensing RSUs on an
accelerated basis when vesting for these awards is subject to both service
requirements and a performance condition.

Response:

The Company respectfully submits that under SFAS No. 123R, paragraph A69, cost for equity awards
that contain both a performance and a service condition must be recognized on a tranche-by-tranche
attribution basis since each award has its own explicit service period. The Company advises the
Staff that this results in an acceleration of expense since each accounting period must include a
charge for each tranche (the first tranche has a one-year service period, the second tranche a
two-year service period, etc.).

Form 10-Q for the quarterly period ended June 30, 2007

Note 7 — Other Charges and EITF 95-3 Liabilities, page 12

    4.

    Please tell us how you determined that your settlement with Expert Choice,
Inc. should be considered under the guidance of SFAS 146. Further, please tell us why
you recorded the original $1 million accrual in selling, general and administrative
expenses which does not appear consistent with how you recorded the remaining $8.5
million of settlement charges.

Response:

The Company advises the Staff that the Company viewed the Expert Choice settlement as a SFAS No. 5
liability and not as a SFAS No.146 liability. The Company had previously disclosed the litigation
pursuant to SFAS No. 5 and in connection with discussions and negotiations which occurred during
the second quarter of fiscal 2007 the Company reached a settlement which was both probable and
estimable under SFAS No. 5. Accordingly, the Company accrued the amount of the settlement and given
its unusual size and nature recorded such amount in “Other Charges” and clearly disclosed the
settlement amount.

The Company further advises the Staff that when the Company recorded the $1.0 million charge in
2003 it was still actively engaged in software for sale activities and considered the estimated
amount of $1.0 million not significant enough to warrant separate line item disclosure, and as such
recorded the charge as a normal, on-going operating expense appropriately recorded in SG&A.
However, in 2005 the Company terminated its software for sale activities with a resultant
immaterial impact. The $8.5 million charge recorded in the quarterly period ended June 30, 2007 was
included in Other Charges because it related to activities no longer part of our on-going
operations, because of its unusual nature, and to provide investors with appropriate transparency.

***

     In connection with its responses, the Company acknowledges that it is
responsible for the accuracy and adequacy of the disclosure in its filings; that Staff comments or
changes to disclosure in response to Staff comments do not foreclose the Commission from taking any
action with respect to the filings; and that the Company may not assert Staff comments as a defense
in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

     Please direct any comments or questions regarding the Company’s responses to the attention of
the undersigned at (203) 316-6876. In addition, we respectfully request that you provide a
facsimile of any additional comments you may have to my attention at (866) 785-2981, as well as
that of Robert Sanchez, Esq., of Wilson Sonsini Goodrich & Rosati, our external counsel, at (202)
973-8899. Thank you for your assistance.

    Sincerely,

    /s/ Christopher J. Lafond

    Christopher J. Lafond

Executive Vice President

Chief Financial Officer

     cc: Robert Sanchez, Esq.

Mail Stop 4561
December 5, 2007

Mr. Christopher Lafond Chief Financial Officer Gartner, Inc. 56 Top Gallant Road, P.O. Box 10212 Stamford, CT  06902-7700

Re: Gartner, Inc.
Form 10-K for the fiscal year ended December 31, 2006
File No. 1-14443

Dear Mr. Lafond:

We have reviewed your filing and have the following comments.  We have
limited our review to only  your financial statements and related disclosures and do not
intend to expand our review to  other portions of your documents. Where indicated, we
think you should revise your document in resp onse to these comments.  If you disagree
with a comment, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Lafond
Gartner, Inc.
December 5, 2007 Page
2
  Form 10-K for the fiscal year ended December 31, 2006

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Obligations and Commitments, page 24
1. We note your disclosure that interest payments under your new credit facilities
and term loan have been excluded from your table of contractual commitments.
Please tell us and disclose why you have  excluded these amounts from the table
and guidance relied upon by management in doing so.

Financial Statements
 Reconciliation of META Purchase Accounting Liabilities, page 45

2. We note that you have recorded contract termination liabilities in connection with
your META acquisition and your reference to EITF 95-3.  Please tell us how you
determined that these costs were to be r ecorded as liabilities related to the META
acquisition and that such cost s should not have been expensed as incurred.  Please
reference any criteria of EITF 95-3 which you applied in your analysis.
Additionally, please tell us why the $2.2 m illion adjustment above prior estimates
was required for contract terminati ons related to vendor contracts.

Stock-based Compensation
 Restricted Stock Units, page 52

3. Please tell us your basis under SFAS 123R for expensing RSUs on an accelerated
basis when vesting for these awards is subject to both service requirements and a performance condition.
 Form 10-Q

Note  7 – Other Charges and EI TF 95-3 Liabilities, page 12
4. Please tell us how you determined that your  settlement with Expert Choice, Inc
should be considered unde r the guidance of SFAS 146.  Further, please tell us
why you recorded the original $1 mill ion accrual in selling, general and
administrative expenses which does not a ppear consistent with how you recorded
the remaining $8.5 million of settlement charges.

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to

Mr. Lafond
Gartner, Inc. December 5, 2007 Page
3
 provide us with marked copies of the amendm ent to expedite our review.  Please submit a
response letter with your amendment on EDGA R that keys your responses to our
comments and provides any requested inform ation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed decision.  Since the company and its management are in
possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.     You may contact Howard Efron, Staff Accountant, at  (202) 551-3439 or me at
(202) 551-3629 if you have questions regard ing comments on the financial statements
and related matters.              S i n c e r e l y ,
   Kevin Woody Branch Chief

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 3628

      September 14, 2005

By Facsimile (703) 734-3199 and U.S. Mail
Lewis G. Schwartz, Esquire
General Counsel
Gartner, Inc.
P.O. Box 10212
56 Top Gallant Road
Stamford, Connecticut 06902-7700

Re:  	Gartner, Inc.
	Schedule TO-I
      Filed on September 12, 2005
	File No. 005-44921

Dear Mr. Schwartz:

      We have the following comments on the above referenced
filing.
Please understand that the purpose of our review process is to
assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filing.  We look
forward to working with you in these respects.  We welcome any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone number listed
at
the end of this letter.

Offer to Purchase

General
1. It does not appear that your amended Offer to Purchase
discloses
how your option holders will receive their cash payment.  In this
regard, we note that your prior filings included disclosure that
security holders will receive cash payment for validly tendered
options "in [their] next available payroll cycle after the closing
of
the Repurchase."  Regardless of whether option holders will
receive a
"Promise of Payment," please revise to include this discussion.

8.  Conditions of the Repurchase Program, page 23
2. We reissue prior comment 10 in part.  The reference to
"reasonably
anticipated direction of Gartner`s business" is unclear.  Please
revise.
3. We refer you to prior comment 11 and note the revised language
on
page 25.  More specifically, we note that you disclose that your
failure to exercise any of the conditions will be deemed a waiver
with respect to the "particular facts and circumstances at issue."
You cannot tacitly waive an offer condition by failing to assert
it.
If you waive an offer condition triggered by a particular event or
facts, you must revise the offer materials to disclose the waiver,
disseminate notice to target security holders, and extend the
offer
period if necessary to allow security holders time to receive and
consider notice of the change in the offer terms. Please delete or
revise the language on page 25.
Closing

      As appropriate, please amend your document in response to
these
comments.  You may wish to provide us with marked copies of the
amendment, if required, to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.

      Please file your cover letter on EDGAR.  Please understand
that
we may have additional comments after reviewing your amendment and
responses to our comments.  In addition, depending upon your
response
to these comments, a supplement may need to be sent to security
holders.

      Please direct any questions to me at (202) 551-3456.  You
may
also contact me via facsimile at (202) 772-9203.  Please send all
correspondence to us at the following ZIP code:  20549.

         	               					Very truly
yours,

                 	          					Jeffrey B.
Werbitt
							Attorney-Advisor
							Office of Mergers &
Acquisitions

cc:	Larry W. Sonsini, Esquire
	Robert Sanchez, Esquire
	Wilson Sonsini Goodrich & Rosati
	Professional Corporation
	650 Page Mill Road
	Palo Alto, CA 94303

??

??

??

??

Lewis G. Schwartz, Esquire
Gartner, Inc.
September 14, 2005
Page 1

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

corresp

September 9, 2005

Via Facsimile ((202) 772-9203) and EDGAR transmission

Jeffrey B. Werbitt, Esq.

Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street, N.W.

Washington, DC 20549-0303

    Re:

    Gartner, Inc.

Schedule TO-I filed August 22, 2005

Schedule TO-I/A filed September 6, 2005

Schedule TO-I/A filed September 9, 2005

File No. 005-44921

Dear Mr. Werbitt:

     On behalf of Gartner, Inc. (the “Company”), we are electronically transmitting a copy
of the Company’s responses to the comments of the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) contained in its letter to the Company dated
September 2, 2005. For your convenience, the text of the Staff’s comments is set forth below in
bold, followed in each case by the response. All the responses set forth herein have been reviewed
and approved by the Company. We are also concurrently filing an amendment to the Company’s
Schedule TO-I that reflects the changes requested by the Staff.

General

    1.

    Refer to the expiration date in the first paragraph on the cover page. Rule 13e-4(f)(1)
requires that the issuer tender offer remain open for at least twenty business days. Rule
13-e4(a)(3) defines “business day” as the time period between 12:01 A.M. and 12:00 midnight
Eastern Time. Since your offer ends at 9:00 P.M., New York City Time, on September 19, 2005,
it does not appear that your offer complies with the time period mandated by Rule 13e-4(f)(1)
and must be extended. Please revise your offer.

     In response to the Staff’s comment, the Company has extended the offer. The offer will expire
at midnight, New York City Time, on September 20, 2005. The documents comprising the offer have
been amended accordingly.

Jeffrey B. Werbitt, Esq.

Securities and Exchange Commission

September 9, 2005

Page 2

    2.

    We note security holders will receive cash payment for validly tendered options “promptly in
[their] next available payroll cycle after the closing of the Repurchase.” Please advise us
of the basis for your belief that payment to security holders in this manner is consistent
with the prompt payment requirements set forth in Rule 13e-4(f)(5) and Rule 14e-1(c). See
Exchange Act Release 43069 (July 31, 2000) for additional guidance concerning an
interpretation of what timeframe is considered prompt.

     We respectfully advise the Staff that each participating security holder’s right to receive a
cash payment for validly tendered options will become unmodifiable immediately upon cancellation of
such participating security holder’s tendered eligible options and that the Company will provide
each such participating security holder with a notice, within three business days of the expiration
of the offer, indicating each participant’s right to receive a specified cash payment, less
applicable tax withholding.

     The Company believes that because the right to receive the cash is immediate and immutable,
that payment of the actual cash amounts through the Company’s payroll system after the closing of
the repurchase is consistent with the prompt payment requirements set forth in Rule 13e-4(f)(5) and
Rule 14e-1(c).

     Exchange Act Release 43069 (July 31, 2000) (the “Release”), which deals with the rules
applicable to mini-tender offers and tender offers for limited partnership units, notes that the
prompt payment standard may be determined by the practices of the financial community and that, in
most cases, the current settlement practice is for payment by the third business day following the
transaction. We respectfully note that the current settlement practice described in the Release
may be appropriate in a standard market transaction where this is both market risk and a regular
occurring transaction, but those transactions significantly differ from the current situation in
which the proceeds received as a result of tendering options will be subject to payroll taxes. The
Release further notes that where it may not be possible to pay within three days for external
reasons or other complications, an extension of the payment schedule would not violate the prompt
payment rule, so long as the payment schedule was disclosed.

     The Company believes it will not be feasible to pay out the cash payment for the Repurchase
prior to the first payroll cycle immediately following the expiration of the offer because, unlike
in the limited partnership tender offer context, the payments being made from the Company will be
treated as wages under applicable tax and social insurance laws in many countries and the Company
is required to withhold payroll taxes and income taxes from the cash payments. Because eligible
employees are permitted to withdraw their tendered securities up until midnight on the expiration
date, it is not possible to calculate required payroll and income taxes until after the end of the
offer.

Jeffrey B. Werbitt, Esq.

Securities and Exchange Commission

September 9, 2005

Page 3

In multiple countries in which eligible employees are employed, it is not feasible
to run a special payroll and the provision of manually written checks outside of the payroll system
would disadvantage the employees who are not accustomed to receiving manually written checks (the
practice in many foreign jurisdictions is that payroll payments are made automatically through
direct deposit). Further, due to administrative and legal complications related to running special
payrolls in those countries where it is possible, any payments would be only minimally
expedited, if at all.

     Further, the approach outlined above is consistent with the approach followed in an issuer
tender offer by Martha Stewart Living Omnimedia, as described in a no-action letter issued on
November 7, 2003. In the Martha Stewart situation, tendering employees were given a letter stating
that they had a right to a cash payment in exchange for their tendered options, so long as the
employee remained employed though June 30, 2004 (over six months after the filing of the Schedule
TO). In such case, the tendering employees were given, within three (3) days of the expiration of
the tender offer, a letter evidencing their contractual right to receive future payment.

     In the Gartner tender, employees have had the payment procedures full disclosed and therefore
we respectfully submit that the payment process is not a fraudulent, deceptive, or manipulative act
and because of the disclosure of the payroll payment procedures, and the prompt provision of a
‘promise of payment’ notice, evidencing the absolute right of the participants to the payment, as
well as the payroll tax complications, the Company respectfully submits that it does not believe
that payment as disclosed in the Schedule TO violates the prompt payment rule.

Summary Term Sheet, page 1

Who is eligible to participate?, page 1

    3.

    We note the categories of persons who are eligible to participate in the offer. Tell us
whether there are current or former employees who hold options who are not eligible to
participate under these criteria and if so, please tell us why they have been excluded. For
example, are there particular countries where you are not making this offer? Are there
particular classes of employees that are not eligible to participate in this offer?

     We respectfully advise the staff that all current and former employees (other than current
executive officers and directors of the Company) who hold otherwise eligible

Jeffrey B. Werbitt, Esq.

Securities and Exchange Commission

September 9, 2005

Page 4

options (i.e., options granted under eligible plans with an exercise price per share of $12.95
or higher that are fully vested and outstanding as of the expiration date of the offer) are
eligible to participate in the offer. The Company, either directly or through its subsidiaries,
employs people in countries other than the eligible countries designated in the Schedule TO and the
attached exhibits. However, none of these employees holds options with exercise prices in excess
of the $12.95 threshold price required for options to be eligible for exchange under the terms of
the offer. The Company concluded that it was unnecessary to make the offer to employees in those
other countries, since none of the employees in those countries holds any options that were
eligible for exchange.

How will Gartner and Mellon confirm that my election agreement signature page was received?,
page 4

    4.

    We note that this disclosure, as drafted, only addresses option holders employed in Brazil.
Does this question only apply to employees in Brazil? Will Gartner and Mellon need to confirm
that election agreement signature pages were received from employees in countries other than
Brazil? If so, revise the question to clarify this. If not, revise the answer to more
clearly explain how Gartner and Mellon will confirm that an option holder’s election agreement
signature page was received for those not employed in Brazil.

     We respectfully advise the staff that this question applies only to those participants who
either received their election materials in paper form or are employed in Brazil and therefore will
not be able to make electronic elections to participate in the offer. We have revised the question
and answer to clarify this, and to indicate that option holders who elect to participate via the
Mellon Investor Services website will have their elections confirmed as indicated on the website.

Is there any tax consequence to my participation in the Repurchase Program?, page 6

    5.

    On page 6 you refer to the tax disclosure as a “general summary.” Also, on page 32 you
provide a “general summary” of the material tax consequences and state that the disclosure “is
for general information only.” We believe these statements might suggest that option holders
may not rely on the description of material tax consequences included in the offer document.

     In response to the Staff’s Comment, the reference on page 6 and page 32 to the tax disclosure
and explanations as a “general summary” has been deleted, as the Company believes such section does
include all material U.S. federal income tax consequences.

Jeffrey B. Werbitt, Esq.

Securities and Exchange Commission

September 9, 2005

Page 5

    6.

    Either delete or provide an analysis supporting your reference to Treasury Department
Circular 230 here and on page 32. In your analysis, please address why you believe your
disclosure constitutes a “covered opinion.” First, the disclosure is being made by the filing
persons, none of whom, presumably, fall within the definition of “tax advisor” for purposes of
the Circular. Second, it appears that 31 CFR Part 10, § 10.35(b)(2)(ii)(B)(3) specifically
carves out written advice included in document required to be filed with the Securities and
Exchange Commission.

     In response to the Staff’s Comment, the references to Treasury Department Circular 230 on page
6 and page 32 have been deleted.

Conditions of the Repurchase Program, page 23

    7.

    We note in the introduction that you will determine whether the triggering of a condition
“makes it inadvisable” to proceed with the offer. Please note that, when a condition is
triggered and the company decides to proceed with the offer anyway, we believe that this
constitutes a waiver of the triggered condition(s). You may not rely on this language to
tacitly waive a condition of the offer by failing to assert it. Please confirm your
understanding on a supplemental basis.

     We respectfully confirm our understanding that we may not rely on this language to tacitly
waive a condition of the offer by failing to expressly assert it.

    8.

    We note that you may “postpone” your acceptance and cancellation of any Eligible Option
tendered for exchange if any of the listed conditions occurred within your reasonable
judgment. Be advised that Gartner may not postpone acceptance or cancellation other than as a
result of an extension of the offer. All conditions to the offer, other than those conditions
dependent upon the receipt of government approvals, must be satisfied or waived prior to
expiration of the offer. Please revise your disclosure.

     We respectfully confirm our understanding that the Company may not postpone acceptance or
cancellation other than as a result of an extension of the offer. In response to the Staff’s
Comment, we have revised the disclosure accordingly.

Jeffrey B. Werbitt, Esq.

Securities and Exchange Commission

September 9, 2005

Page 6

    9.

    We note the condition regarding governmental approvals in the first bullet point on page 24.
We are unable to locate disclosure of required governmental approvals in your document.
Please advise.

     We respectfully advise the Staff that the Company is unaware of any governmental approvals
required that would result in the offer not being completed and have stricken the reference to
government approvals. However, in response to the Staff’s Comment, we have deleted reference to
such approvals.

    10.

    A tender offer may be conditioned on a variety of events and circumstances, provided that
they are not within the direct or indirect control of the bidder and are drafted with
sufficient specificity to allow security holders to objectivity verify whether the conditions
have been satisfied. In this regard, please delete the references to “acts or omissions to
act by [you].” Also, clarify the last bullet point located on page 25. We note that the
condition includes both positive and negative effects on the business. In addition, the
references to your “prospects” in this bullet point and in the fifth bullet point on page 24,
the “contemplated future conduct” in the fifth bullet point on page 25, and the “contemplated
benefits” in the fourth bullet point on page 24 are unclear. Please revise.

     In response to the Staff’s Comment, the reference to “act or omissions to act by us” at the
top of page 24 has been deleted. Further, we have clarified the last bullet on page twenty-five to
include only negative effects on the business. In addition, we have deleted references to our
“prospects” in this same bullet point and in the fifth bullet point on page 24. We have clarified
references to the “contemplated future conduct” in the fifth bullet point on page 24 to refer to
the reasonably anticipated direction of the business. We have also clarified the reference to the
“contemplated benefits” of the Repurchase Program in the fourth bullet point on page 24 to refer to
those benefits described in Section 3 of the Offer to Purchase.

Jeffrey B. Werbitt, Esq.

Securities and Exchange Commission

September 9, 2005

Page 7

    11.

    We refer you to the disclosure in the last paragraph of this section that your failure at any
time to exercise any of the offer conditions will not be deemed a waiver of such conditions.
This language suggests that even once a condition is triggered, the company can decide whether
it is advisable to proceed with the offer. We agree. However, when a condition is triggered
and the company decides to proceed with the offer anyway, we believe that this constitutes a
waiver of the triggered condition(s). You may not rely on this language to tacitly waive a
condition of the offer by failing to assert it. Please revise.

     We respectfully confirm our understanding that we may not rely on this language to tacitly
waive a condition of the offer by failing to expressly assert it. In response to the Staff’s
Comment, we have revised the disclosure accordingly.

Extension of Repurchase Program; Termination; Amendment

    12.

    We note that you disclose that any amendment to the Repurchase Program will be disseminated
promptly to option holders in a manner reasonably designed to inform option holders of such
change. We also note that you disclose that you have no obliga