GAP INC — Director's Dealing 2007

Dec 26, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2007-12-24

Reporting Person: Shanahan Lauri M (EVP, Chief Legal&Admin Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-12-24	Common Stock	M	15000	$12.87	Acquired	17729	Direct
2007-12-24	Common Stock	S	15000	$22	Disposed	2729	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-12-24	Stock Option (Right to Buy)	$12.87	M	15000	Disposed	2013-03-07	Common Stock (15000)	Direct

Footnotes

F1: These options are fully vested and exercisable.

F2: These shares were sold pursuant to a 10b5-1 trading plan adopted by the reporting person on July 3, 2007.