GAP INC — Director's Dealing 2009

May 13, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2009-05-10

Reporting Person: MARTIN BOB L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-05-10	Common Stock	M	5494	—	Acquired	35123	Direct
2009-05-10	Common Stock	M	314	—	Acquired	35437	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-05-10	Stock Units	$0	M	5494	Disposed		Common Stock (5494)	Direct
2009-05-10	Dividend Equivalent Rights	$0	M	314	Disposed		Common Stock (314)	Direct

Footnotes

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

F2: 5,494 shares were delivered on 5/10/2009.

F3: The dividend equivalent rights accrued on stock units originally granted on May 10, 2006 and are immediately vested. Each equivalent right is the economic equivalent of one share of Gap Inc. common stock. Shares will be 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.

F4: 314 shares were delivered on 5/10/2009.