Edgar Filing: Wyatt John T.

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Wyatt John T.

2. Date of Event Requiring Statement (Month/Day/Year)
08/21/2008

3. Issuer Name and Ticker or Trading Symbol
GAP INC [GPS]

(Last)

(First)

(Middle)

C/O GAP INC.,Â 2 FOLSOM STREET

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President, Old Navy

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

SAN FRANCISCO,Â CAÂ 94105

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,268.0092	D	Â
Common Stock	14,299	I	Trust ⁽⁸⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	Â ⁽¹⁾	03/20/2016	Common Stock	200,000	$ 18.26	D	Â
Stock Option (Right to Buy)	Â ⁽²⁾	03/17/2018	Common Stock	150,000	$ 19.68	D	Â
Performance Unit ⁽³⁾	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	10,000	$ 0	D	Â
Performance Unit ⁽³⁾	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	12,500	$ 0	D	Â
Performance Unit ⁽³⁾	Â ⁽⁶⁾	Â ⁽⁶⁾	Common Stock	125,000	$ 0	D	Â
Performance Unit ⁽³⁾	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	16,291	$ 0	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Wyatt John T. C/O GAP INC. 2 FOLSOM STREET SAN FRANCISCO,Â CAÂ 94105	Â	Â	Â President, Old Navy	Â

Signatures

Thomas J. Lima, Power of Attorney		08/28/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	These options become exercisable in four equal annual installments beginning March 20, 2007.
(2)	These options become exercisable in four equal annual installments beginning March 17, 2009.
(3)	Each performance unit represents a contingent right to receive one share of Gap Inc. Common Stock.
(4)	These units vest on March 20, 2009. Shares are delivered to the reporting person upon vest.
(5)	These units vest as follows: 6,250 units vest on February 1, 2009 and 6,250 units vest on February 1, 2010. Shares are delivered to the reporting person upon vest.
(6)	These units vest as follows: 62,500 units vest on November 27, 2009 and 62,500 units vest on November 27, 2010. Shares are delivered to the reporting person upon vest.
(7)	These units vest as follows: 8,145 units vest on March 17, 2010 and 8,146 units vest on March 17, 2011. Shares are delivered to the reporting person upon vest.
(8)	Shares are held indirectly through Wyatt Family Trust dated December 14, 2007.

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