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: HUGHES PENELOPE L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-05-19	Common Stock	M	11001	—	Acquired	29429	Direct
2009-05-19	Common Stock	M	339	—	Acquired	29768	Direct
2009-05-19	Common Stock	F	1701	$15.98	Disposed	28067	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-05-19	Stock Units	$0	M	11001	Disposed		Common Stock (11001)	Direct
2009-05-19	Div. Equiv. Rghts.	$	A	236	Acquired		Common Stock (236)	Direct
2009-05-19	Div. Equiv. Rghts.	$	M	339	Disposed		Common Stock (339)	Direct

Footnotes

F1: Each stock unit represents a contingent right to receive one share of Gap Inc. Common Stock. Shares are delivered to the reporting person no sooner than 3 years from the date of grant, unless further deferred, or immediately upon resignation or retirement from the Board, if earlier. The reporting person's service on the Board ended May 19, 2009.

F2: 11,001 shares were delivered on 5/19/2009.

F3: The dividend equivalent rights accrued on stock units originally granted on June 3, 2008 and June 6, 2007 and are immediately vested. Each equivalent right is the economic equivalent of one share of Gap Inc. Common Stock. Shares are delivered to the reporting person no sooner than 3 years from the date of grant, unless further deferred, or immediately upon resignation or retirement from the Board, if earlier. The reporting person's service on the Board ended May 19, 2009.

F4: 339 shares were delivered on 5/19/2009.

F5: Not applicable.