GAP INC — Director's Dealing 2010

Feb 2, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2010-02-01

Reporting Person: HANSEN MARKA (President, Gap Brand)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-01	Common Stock	M	100000	—	Acquired	122574.68	Direct
2010-02-01	Common Stock	F	41590	$19.16	Disposed	80984.68	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-01	Stock Unit	$0	M	100000	Disposed		Common Stock (100000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	43921	Indirect
Common Stock	3563.06	Indirect
Common Stock	3350	Indirect

Footnotes

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

F2: 100,000 shares vested on February 1, 2010

F3: Not Applicable.