GAP INC — Director's Dealing 2010

Jun 2, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2010-05-28

Reporting Person: Raggio Stanley P. (EVP, Global Supply Chain)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-05-28	Restricted Stock Unit	$0	A	25000	Acquired		Common Stock (25000)	Direct

Footnotes

F1: Each Restricted Stock Unit represents a contingent right to receive one share of Gap, Inc.'s Common Stock.

F2: 12,500 shares vest on May 28, 2012 and 12,500 shares vest on May 28, 2013.