GAP INC — Director's Dealing 2010

Jul 1, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2010-06-30

Reporting Person: SHATTUCK MAYO A III (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-06-30	Dividend Equivalent Rights	$0	A	95	Acquired		Common Stock (95)	Direct
2010-06-30	Stock Units	$0	A	6423	Acquired		Common Stock (6423)	Direct

Footnotes

F1: The dividend equivalent rights accrued on stock units originally granted on June 30, 2009 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 original stock unit grant date, unless further deferred, or immediately upon resignation or retirement from the Board, if earlier.

F2: Each stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.

F3: Each stock unit is immediately vested. However, delivery of the shares is deferred until three years from the date of grant or until resignation or retirement from the Board, if earlier, unless further deferred.