Prepared By R.R. Donnelley Financial -- Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): 02/19/2008

The Gap, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 1-7562

Delaware		94-1697231
(State or other jurisdiction of		(IRS Employer
incorporation)		Identification No.)

2 Folsom Street

San Francisco, CA 94105

(Address of principal executive offices, including zip code)

(650) 952-4400

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 19, 2008, The Gap, Inc. (the "Company") announced that Dawn Robertson, president of its Old Navy brand, will leave the company, effective immediately. A copy of the press release is attached hereto as Exhibit 99.1.

Item 7.01. Regulation FD Disclosure

On February 19, 2008, the Company announced that Tom Wyatt, president of the Company's Outlet division, will become acting president of Old Navy, effective immediately. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

99.1 Press Release dated February 19, 2008

Signature(s)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		The Gap, Inc.


Date: February 19, 2008	By:	/s/ Sabrina L. Simmons
		Sabrina L. Simmons
		Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.		Description
EX-99.1		Press Release dated February 19, 2008

EX-99.1 2 rrd195972_23418.htm PRESS RELEASE DATED FEBRUARY 19, 2008 GAP INC GAP INC. ANNOUNCES MANAGEMENT CHANGES WITHIN OLD NAVY

SAN FRANCISCO - February 19, 2008 - Gap Inc. (NYSE: GPS) today announced Dawn Robertson, 52, president of its Old Navy brand, will leave the company, effective immediately. Tom Wyatt, president of Gap Inc.'s Outlet division, will become acting president of Old Navy while a search is conducted for a permanent replacement.

"I appreciate Dawn's hard work over the past 16 months and wish her all the best," said Glenn Murphy, chairman and chief executive officer of Gap Inc. "We're fortunate to have someone of Tom Wyatt's caliber and experience, as both a president of our Outlet division and a former retail CEO, to guide Old Navy during this transition."

The mutual decision was made by the company and Ms. Robertson.

Wyatt, 52, joined the company in 2006 as a senior executive of Gap brand and took on responsibility for the company's successful Outlet division more than a year ago. Mr. Wyatt has more than 30 years of experience in the retail business, including leading a chain of department stores in the Saks family of companies and serving as President and CEO of the Cutter & Buck clothing company.

"Old Navy has a team of talented and creative leaders who will work closely with Tom to ensure that the brand continues to execute on its strategic priorities. Working together, I'm confident we can successfully move forward to evolve the brand and improve our results," Murphy added.

About Gap Inc.

Gap Inc. is a leading international specialty retailer offering clothing, accessories and personal care products for men, women, children and babies under the Gap, Banana Republic, Old Navy, and Piperlime brand names. Fiscal 2007 sales were $15.8 billion. Gap Inc. operates more than 3,100 stores in the United States, the United Kingdom, Canada, France, Ireland and Japan. In addition, Gap Inc. is expanding its international presence with franchise agreements for Gap and Banana Republic in Asia, Europe, and the Middle East. For more information, please visit gapinc.com.

Investor Relations:

Evan Price

(415) 427-2161

Media Relations:

Bill Chandler

(415) 427-8689

Kris Marubio

(415) 427-1798

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