GAP INC — Director's Dealing 2007

Feb 6, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2007-02-01

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-02-01	Stock Units	$	A	200000	Acquired		Common Stock (200000)	Direct

Footnotes

F1: Each stock unit represents a contingent right to receive one share of Gap Inc. common stock.

F2: 100,000 stock units vest on February 1, 2009 and 100,000 stock units vest on February 1, 2010. Shares are delivered to the reporting person upon vest.