GAP INC — Director's Dealing 2009

Mar 24, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2009-03-20

Reporting Person: Wyatt John T. (President, Old Navy)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-03-20	Common Stock	M	10000	—	Acquired	32660	Direct
2009-03-20	Common Stock	F	3575	$11.98	Disposed	29085	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-03-20	Stock Unit	$0	M	10000	Disposed		Common Stock (10000)	Direct

Footnotes

F1: Each Stock Unit represents a contingent right to buy one share of Gap, Inc.'s common stock.

F2: 10,000 shares vested on March 20, 2009.

F3: Not Applicable.

F4: Includes 679 shares acquired under the Gap, Inc. employee stock purchase plan on February 27, 2009.