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 *
  Funnell Colin
 2. Date of Event Requiring Statement (Month/Day/Year)
09/01/2011		 3. Issuer Name and Ticker or Trading Symbol
GAP INC [GPS]
(Last)
(First)
(Middle)
TWO FOLSOM ST		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, Global Supply Chain
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SAN FRANCISCO, CA 94105-1205		 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 2,489.9679
D
 

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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy)   (1) 03/16/2019 Common Stock 18,000 $ 11.77 D  
Non-Qualified Stock Option (right to buy)   (1) 03/17/2018 Common Stock 54,000 $ 19.68 D  
Non-Qualified Stock Option (right to buy)   (1) 07/26/2014 Common Stock 50,000 $ 21.63 D  
Non-Qualified Stock Option (right to buy)   (1) 03/14/2021 Common Stock 30,000 $ 21.79 D  
Non-Qualified Stock Option (right to buy)   (1) 03/11/2015 Common Stock 30,000 $ 22.42 D  
Non-Qualified Stock Option (right to buy)   (1) 03/15/2020 Common Stock 30,000 $ 23.07 D  
Restricted Stock Unit   (2)   (2) Common Stock 51,713 $ 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Funnell Colin
TWO FOLSOM ST
SAN FRANCISCO, CA 94105-1205		       EVP, Global Supply Chain  

Signatures

By: Marie Ma, Power of Attorney For: Colin Funnell 09/02/2011
**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 shares become exercisable in four equal annual installments beginning one year from date of grant. Date of grant is 10 years prior to expiration date.
(2) Represents four grants of Restricted Stock Units (RSUs). The RSU grants vest as follows: 12,500 vest on 02/02/2012; 7,336 vest on 03/16/2012; 10,561 vest on 03/15/2012 and 10,561 vest on 03/15/2013; 5,377 vest on 03/14/2013 and 5,378 vest on 03/14/2014.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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