SEC FORM 3

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Shanahan Lauri M

(Last)

(First)

(Middle)

C/O THE GAP, INC.

TWO FOLSOM STREET

(Street)

SAN FRANCISCO

94105-1205

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/13/2005

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP and General Counsel

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	2,639.62	D

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: 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	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	03/31/2000⁽¹⁾	03/31/2008	Common Stock	11,250	$15.1562	D
Stock Option (right to buy)	03/31/2001	03/31/2008	Common Stock	42,187	$20.2083	D
Stock Option (right to buy)	09/09/2001⁽²⁾	09/09/2008	Common Stock	84,375	$25.9861	D
Stock Option (right to buy)	10/02/2001	10/02/2008	Common Stock	2,250	$21.1389	D
Stock Option (right to buy)	03/29/2002⁽³⁾	03/29/2009	Common Stock	31,500	$44.4375	D
Stock Option (right to buy)	04/10/2001⁽⁴⁾	04/10/2010	Common Stock	54,000	$45.5625	D
Stock Option (right to buy)	10/30/2001⁽⁵⁾	10/30/2010	Common Stock	60,000	$23.3125	D
Stock Option (right to buy)	10/19/2002⁽⁶⁾	10/19/2011	Common Stock	108,000	$14.27	D
Stock Option (right to buy)	03/07/2004⁽⁷⁾	03/07/2013	Common Stock	140,000	$12.87	D
Stock Option (right to buy)	03/08/2005⁽⁸⁾	03/08/2014	Common Stock	112,500	$21.55	D
Stock Option (right to buy)	03/11/2006⁽⁹⁾	03/11/2015	Common Stock	90,000	$22.42	D

Explanation of Responses:

1. 5,625 options vest on 3/31/2000 and 5,625 options vest on 3/31/2002.

2. Options vest in 3 equal annual installments of 28,125 beginning on 9/9/2001.

3. 15,750 options vest on 3/29/2002 and 15,750 options vest on 3/29/2003.

4. Options vest in 4 equal annual installments of 13,500 beginning on 4/10/2001.

5. Options vest in 4 equal annual installments of 15,000 beginning on 10/30/2001.

6. Options vest in 4 equal annual installments of 27,000 beginning on 10/19/2002.

7. Options vest in 4 equal annual installments of 35,000 beginning on 3/7/2004.

8. Options vest in 4 equal annual installments of 28,125 beginning on 3/8/2005.

9. Options vest in 4 equal annual installments of 22,500 beginning on 3/11/2006.

Remarks:

Ms. Shanahan's title is Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary.

	Frank Garcia, by Power of Attorney	05/18/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.