GAP INC — Director's Dealing 2011

Jan 21, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2011-01-19

Reporting Person: FISHER DORIS F (Honorary Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-19	Common Stock	S	686800	$20.1664	Disposed	40794083	Indirect
2011-01-20	Common Stock	S	850000	$20.181	Disposed	39944083	Indirect
2011-01-20	Common Stock	S	750000	$20.2594	Disposed	39194083	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $20.10 to $20.37. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F2: The sales reported on this Form 4 reflect sales by trusts of which the reporting person is a trustee.

F3: This transaction was executed in multiple trades at prices ranging from $20.11 to $20.35. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F4: This transaction was executed in multiple trades at prices ranging from $20.15 to $20.34. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.