GAP INC — Director's Dealing 2010

Oct 8, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2010-10-06

Reporting Person: SCHNEIDER JAMES M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-10-06	Common Stock	G	1000	—	Disposed	12550	Direct
2010-10-08	Common Stock	M	17160	—	Acquired	29170	Direct
2010-10-08	Common Stock	M	385	—	Acquired	30095	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-10-08	Stock Units	$0	M	17160	Disposed		Common Stock (17160)	Direct
2010-10-08	Div. Equiv. Rights	$	A	96	Acquired		Common Stock (96)	Direct
2010-10-08	Div. Equiv. Rights	$	M	385	Disposed		Common Stock (385)	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. The reporting person's service on the Board ended October 8, 2010.

F2: 17,160 shares were delivered on October 8, 2010.

F3: The dividend equivalent rights accrued on stock units originally granted on June 3, 2008, June 30, 2009 and June 30, 2010, 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 October 8, 2010.

F4: Not applicable.

F5: 385 shares were delivered on October 8, 2010.