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: Wyatt John T. (President, Old Navy)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-01	Common Stock	M	6250	—	Acquired	55451	Direct
2010-02-01	Common Stock	F	2411	$19.16	Disposed	53040	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-01	Stock Unit	$0	M	6250	Disposed		Common Stock (6250)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	14299	Indirect

Footnotes

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

F2: 6,250 shares vested on February 1, 2010.

F3: Not Applicable.