GAP INC — Director's Dealing 2011

Jan 7, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2011-01-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-04	Common Stock	M	26666	—	Acquired	26666	Direct
2011-01-04	Common Stock	F	10036	—	Disposed	16630	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-04	Stock Unit	$0	M	26666	Disposed		Common Stock (26666)	Direct

Footnotes

F1: Each stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.

F2: 26,666 shares vested on 1/4/2011.

F3: Not applicable.