GAP INC — Director's Dealing 2010

Jan 7, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2010-01-04

Reporting Person: Keiser John T. (EVP, Chief Information Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-01-04	Stock Option (right to buy)	$20.54	A	100000	Acquired	2020-01-04	Common Stock (100000)	Direct
2010-01-04	Restricted Stock Unit	$0	A	80000	Acquired		Common Stock (80000)	Direct

Footnotes

F1: These options become exercisable in four equal annual installments beginning January 4, 2011.

F2: Each restricted stock unit represents a right to receive one share of Gap Inc. Common Stock.

F3: 26,666 units vest on 1/4/2011, 26,667 units vest on 1/4/2012 and 26,667 units vest on 1/4/2013.