GAP INC — Director's Dealing 2009

Jul 1, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2009-06-30

Reporting Person: SCHNEIDER JAMES M (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-06-30	Stock Unit	$0	A	5182	Acquired		Common Stock (5182)	Direct

Footnotes

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

F2: Each stock unit is immediately vested. However, delivery of the shares is deferred until three years from the date of grant or until resignation or retirement from the Board, if earlier, unless further deferred.