GAP INC — Director's Dealing 2010

Jan 14, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2010-01-13

Reporting Person: FISHER JOHN J (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-01-13	Common Stock	S	195121	$21.1374	Disposed	16371957	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	884027	Indirect
Common Stock	39844	Indirect
Common Stock	5000000	Indirect

Footnotes

F1: The sale reported in this Form 4 was effected pursuant to a purchase agreement between the reporting person and the issuer dated November 17, 2009 and previously disclosed by the issuer pursuant to which the reporting person agreed to sell to the issuer each month a number of shares equal to a specified percentage of the number of shares purchased by the issuer for such month under its previously announced share repurchase program for that month.

F2: Calculated in accordance with the terms of the purchase agreement referred to in footnote 1.

F3: 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.