GAP INC — Director's Dealing 2010

Apr 23, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2010-04-22

Reporting Person: BANKS MICHELLE (SVP, General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-04-22	Common Stock	M	3500	$23.3125	Acquired	31330.7056	Direct
2010-04-22	Common Stock	S	3500	$26	Disposed	27830.7056	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-04-22	Employee Stock Option (right to buy)	$23.3125	M	3500	Disposed	2010-10-30	Common Stock (3500)	Direct

Footnotes

F1: The option vested in four equal installments on October 30, 2001, 2002, 2003 and 2004.

F2: This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 23, 2009.