GAP INC — Director's Dealing 2010

Feb 3, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2010-02-02

Reporting Person: SAGE GAVIN EVA (EVP, Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-02	Common Stock	M	20000	—	Acquired	20000	Direct
2010-02-02	Common Stock	F	7476	$19.47	Disposed	12524	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-02	Stock Unit	$0	M	20000	Disposed		Common Stock (20000)	Direct

Footnotes

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

F2: 20,000 shares vested on February 2, 2010.

F3: Not Applicable.