GAP INC — Director's Dealing 2007

Mar 14, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2007-03-12

Reporting Person: HANSEN MARKA (President, Gap North America)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-03-12	Performance Unit	$0	A	31137	Acquired		Common Stock (31137)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10333.2053	Direct
Common Stock	43921	Indirect
Common Stock	3350	Indirect
Common Stock	3346.541	Indirect

Footnotes

F1: Each performance unit represents a contingent right to receive one share of Gap Inc. Common Stock.

F2: 15,568 shares vest on March 12, 2009 and 15,569 shares vest on March 12, 2010. Shares are delivered to the reporting person upon vest.