GAP INC — Director's Dealing 2009

May 21, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2009-05-19

Reporting Person: FISHER DORIS F (Honorary Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-05-19	Common Stock	M	5555	—	Acquired	63132616	Direct
2009-05-19	Common Stock	M	118	—	Acquired	63132734	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-05-19	Stock Units	$	D	5555	Disposed		Common Stock (5555)	Direct
2009-05-19	Dividend Equivalent Rights	$	A	118	Acquired		Common Stock (118)	Direct
2009-05-19	Dividend Equivalent Rights	$	D	118	Disposed		Common Stock (118)	Direct

Footnotes

F1: 5,555 shares were issued in settlement of the stock units originally granted to the reporting person on June 3, 2008. Each stock unit represented the right to receive one share of Gap Inc. common stock.

F2: 118 shares were issued in settlement of 118 dividend equivalent rights which accrued on May 19, 2009 and were immediately vested on the above-referenced stock units originally granted to the reporting person on June 3, 2008. Each equivalent right was the economic equivalent of one share of Gap Inc. common stock.