GAP INC — Director's Dealing 2009

Dec 1, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2009-11-28

Reporting Person: BANKS MICHELLE (SVP, General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-11-28	Common Stock	M	5000	—	Acquired	16979.7056	Direct
2009-11-28	Common Stock	F	1834	$22.03	Disposed	15145.7056	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-11-28	Stock Unit	$0	M	5000	Acquired		Common Stock (5000)	Direct

Footnotes

F1: Each Stock Unit represents a contingent right to receive one share of Gap, Inc's common stock.

F2: 5,000 shares vested on November 28, 2009.

F3: Not Applicable.