SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DURKIN JAMES W JR

(Last)

(First)

(Middle)

ARTHUR J. GALLAGHER & CO.

TWO PIERCE PLACE

(Street)

ITASCA

60143

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GALLAGHER ARTHUR J & CO [ AJG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Vice President

3. Date of Earliest Transaction (Month/Day/Year)
06/07/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/07/2004		M		60,000	A	$7.31	235,505	D
Common Stock	06/07/2004		S		32,250	D	$31.9134	203,255	D
Common Stock								29,378	I	by Trust
Common Stock (restricted)								6,192	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$7.31	06/07/2004		M			60,000	^{( 1 )}	07/17/2004	Common Stock	60,000	$0	0	D
Non-Qualified Stock Option (right to buy)	$7.97							^{( 1 )}	07/17/2006	Common Stock	40,000		40,000	D
Non-Qualified Stock Option (right to buy)	$8.59							^{( 1 )}	06/11/2005	Common Stock	40,000		40,000	D
Non-Qualified Stock Option (right to buy)	$9.25							^{( 1 )}	08/30/2008	Common Stock	40,000		40,000	D
Non-Qualified Stock Option (right to buy)	$18.5							^{( 1 )}	06/20/2010	Common Stock	30,000		30,000	D
Non-Qualified Stock Option (right to buy)	$22.7							^{( 1 )}	07/21/2012	Common Stock	20,000		20,000	D
Non-Qualified Stock Option (right to buy)	$24.9							01/01/2004 ^{( 1 )}	07/16/2013	Common Stock	20,000		20,000	D
Non-Qualified Stock Option (right to buy)	$26.5							^{( 1 )}	07/19/2011	Common Stock	20,000		20,000	D

Explanation of Responses:

1. The stock option becomes exercisable 10% each year, commencing January 1 after the date of grant.

Remarks:

The directly owned common stock holdings reflected in Table I of this form include shares purchased through Arthur J. Gallagher & Co.'s Employee Stock Purchase Plan, which satisfies the exemption requirements of Rule 16b-3.

	By: John C. Rosengren For: James W. Durkin, Jr.	06/07/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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