GAP INC — Director's Dealing 2010

Mar 18, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2010-03-17

Reporting Person: BANKS MICHELLE (SVP, General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-03-17	Common Stock	M	5033	—	Acquired	23344.7056	Direct
2010-03-17	Common Stock	F	1846	$23.15	Disposed	21498.7056	Direct
2010-03-17	Common Stock	M	10000	—	Acquired	31498.7056	Direct
2010-03-17	Common Stock	F	3668	$23.15	Disposed	27830.7056	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-03-17	Stock Units	$0	M	5033	Disposed		Common Stock (5033)	Direct
2010-03-17	Stock Unit	$0	M	10000	Disposed		Common Stock (10000)	Direct

Footnotes

F1: Each stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.

F2: 5,033 shares vested on March 17, 2010.

F3: Not Applicable.

F4: 10,000 shares vested on March 17, 2010.