GAP INC — Director's Dealing 2010

Aug 23, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2010-08-20

Reporting Person: PECK ARTHUR L (Division President, EVP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-08-20	Common Stock	M	37500	—	Acquired	115548	Direct
2010-08-20	Common Stock	F	17505	$17.32	Disposed	98043	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-08-20	Stock Unit	$0	M	37500	Disposed		Common Stock (37500)	Direct

Footnotes

F1: Each stock unit represents a contingent right to receive one share of Gap Inc.'s common stock.

F2: 37,500 shares vested on August 20, 2010.

F3: Not applicable.