GAP INC — Director's Dealing 2010

Jan 29, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2010-01-29

Reporting Person: FISHER ROBERT J (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-01-29	Common Stock	M	1548	$3.66	Acquired	10819983	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-01-29	Stock option (right to buy)	$3.66	M	1548	Disposed	2010-01-31	Common Stock (1548)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	121249	Indirect
Common Stock	5000000	Indirect

Footnotes

F1: The reporting person is a general partner of Fisher Core Holdings L.P., a Delaware limited partnership ("Fisher Holdings"), that owns the reported securities. As a general partner of Fisher Holdings, the reporting person may be deemed to have indirect beneficial ownership of the shares of Common Stock of which Fisher Holdings has beneficial ownership. However, the reporting person disclaims beneficial ownership of all shares of Common Stock held by Fisher Holdings except to the extent of his pecuniary interest therein as set forth in Table I.