GAP INC — Director's Dealing 2009

May 5, 2009

SEC Form 4/A — Form 4/A

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2009-04-30

Reporting Person: HUGHES PENELOPE L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-04-30	Common Stock	M	15000	$9.54	Acquired	17000	Direct
2009-04-30	Common Stock	S	10090	$15.5152	Disposed	6910	Direct
2009-04-30	Common Stock	M	1316	$3.66	Acquired	8226	Direct
2009-04-30	Common Stock	S	461	$15.5152	Disposed	7765	Direct
2009-04-30	Common Stock	M	1666	$4.1	Acquired	9431	Direct
2009-04-30	Common Stock	S	624	$15.5152	Disposed	8807	Direct
2009-04-30	Common Stock	M	1307	$4.46	Acquired	10114	Direct
2009-04-30	Common Stock	S	515	$15.5152	Disposed	9599	Direct
2009-04-30	Common Stock	M	1430	$4.78	Acquired	11029	Direct
2009-04-30	Common Stock	S	589	$15.5152	Disposed	10440	Direct
2009-04-30	Common Stock	M	1730	$4.63	Acquired	12170	Direct
2009-04-30	Common Stock	S	699	$15.5152	Disposed	11471	Direct
2009-04-30	Common Stock	M	1230	$5.56	Acquired	12701	Direct
2009-04-30	Common Stock	S	559	$15.5152	Disposed	12142	Direct
2009-04-30	Common Stock	M	1155	$5.63	Acquired	13297	Direct
2009-04-30	Common Stock	S	530	$15.5152	Disposed	12767	Direct
2009-04-30	Common Stock	M	1260	$5.03	Acquired	14027	Direct
2009-04-30	Common Stock	S	536	$15.5152	Disposed	13491	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-04-30	Employee Stock Option (Right to Buy)	$9.54	M	15000	Acquired	2012-10-03	Common Stock (15000)	Direct
2009-04-30	Employee Stock Option (Right to Buy)	$3.66	M	1316	Acquired	2010-01-31	Common Stock (1316)	Direct
2009-04-30	Employee Stock Option (Right to Buy)	$4.1	M	1666	Acquired	2010-05-02	Common Stock (1666)	Direct
2009-04-30	Employee Stock Option (Right to Buy)	$4.46	M	1307	Acquired	2010-08-01	Common Stock (1307)	Direct
2009-04-30	Employee Stock Option (Right to Buy)	$4.78	M	1430	Acquired	2010-10-31	Common Stock (1430)	Direct
2009-04-30	Employee Stock Option (Right to Buy)	$4.63	M	1730	Acquired	2011-01-30	Common Stock (1730)	Direct
2009-04-30	Employee Stock Option (Right to Buy)	$5.56	M	1230	Acquired	2011-04-30	Common Stock (1230)	Direct
2009-04-30	Employee Stock Option (Right to Buy)	$5.63	M	1155	Acquired	2011-07-30	Common Stock (1155)	Direct
2009-04-30	Employee Stock Option (Right to Buy)	$5.03	M	1260	Acquired	2011-10-29	Common Stock (1260)	Direct

Footnotes

F1: These options are fully vested and exercisable.

F2: Ms. Hughes exercised stock options and sold enough shares to cover the exercise price and tax withholding.