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 *
  Calhoun Jack
 2. Date of Event Requiring Statement (Month/Day/Year)
11/05/2012		 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)
Global Pres., Banana Republic
 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 1,894.6058
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 56,250 $ 11.77 D  
Non-Qualified Stock Option (right to buy)   (2) 03/13/2016 Common Stock 25,500 $ 17.84 D  
Non-Qualified Stock Option (right to buy)   (2) 03/17/2018 Common Stock 112,500 $ 19.68 D  
Non-Qualified Stock Option (right to buy)   (1) 03/14/2021 Common Stock 90,000 $ 21.79 D  
Non-Qualified Stock Option (right to buy)   (1) 03/15/2020 Common Stock 80,000 $ 23.07 D  
Non-Qualified Stock Option (right to buy)   (1) 03/12/2022 Common Stock 100,000 $ 25.09 D  
Restricted Stock Unit (3)   (4)   (5) Common Stock 143,205 $ 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Calhoun Jack
TWO FOLSOM ST
SAN FRANCISCO, CA 94105-1205		       Global Pres., Banana Republic  

Signatures

By: Lisa Delgado, Power of Attorney For: John Joseph Calhoun 11/09/2012
**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) The options under this grant 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) This option was fully vested and exercisable.
(3) Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.
(4) Represents three grants of Restricted Stock Units (RSUs). The RSU grants vest as follows: 18,205 vest on 03/15/2013; 25,000 vest on 03/14/2013 and 25,000 vest on 03/14/2014; 37,500 vest on 09/14/2013 and 37,500 vest on 09/14/2014.
(5) Not Applicable.

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