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):  09/22/2008

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 8.01.    Other Events

On September 22, 2008, The Gap, Inc. (the "Company") announced that it has agreed to acquire Athleta, Inc., a women's sports and active apparel company based in Petaluma, California. A copy of the release is attached hereto as Exhibit 99.1.

Item 9.01.    Financial Statements and Exhibits

99.1   Press Release dated September 22, 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: September 22, 2008	By:	/s/    Thomas J. Lima
		Thomas J. Lima
		Vice President and Deputy General Counsel

Exhibit Index

Exhibit No.	Description
EX-9.1	Press Release dated September 22, 2008

EX-9.1 2 rrd219281_25898.htm PRESS RELEASE DATED SEPTEMBER 22, 2008

Gap Inc. To Acquire Women's Active Wear Company, Athleta

Acquisition Will Add Fifth Brand to Company's Online Portfolio, Create Opportunities to Grow Customer Base in New Retail Sector

San Francisco, CA. September 22, 2008 - Gap Inc. (NYSE: GPS) announced today that it has agreed to acquire Athleta Inc., a popular women's sports and active apparel company based in Petaluma, CA, for about $150 million in cash.

The acquisition will allow Gap Inc. to enhance its presence in the growing $31 billion women's active apparel sector in the United States.

Following the acquisition, Athleta will become the "fifth tab" on Gap Inc.'s unique online platform, called Universality. The innovative technology allows shoppers to browse and buy from all of the company's brands in one shopping cart with a single shipping fee. Athleta's products will be ultimately sold online alongside those from Gap, Banana Republic, Old Navy and Piperlime.

"Athleta is a great success story with loyal customers that will now become part of the Gap Inc. family of brands," said Glenn Murphy, Gap Inc.'s Chairman and CEO. "This strategic acquisition complements our brands perfectly and allows us to leverage our new online platform to expand into this significant retail sector."

Founded 10 years ago, Athleta has evolved into a premier lifestyle brand, offering high quality apparel that is stylish and functional for a variety of sports, including yoga, running, skiing, snowboarding and surfing. Customers can purchase Athleta product online or through the company's catalog.

"We're thrilled to become part of this great company and to have found a partner that supports our vision for Athleta," said Joe Teno, the current CEO of Athleta who will remain as President of Athleta at Gap Inc. upon the completion of the deal. "With Gap Inc.'s e-commerce platform and iconic brands, more customers will learn about Athleta as we continue to provide our existing customers with the great products and service they've come to expect from us."

Teno will report to Toby Lenk, the president of the Gap Inc. Direct division.

The acquisition is subject to certain customary closing conditions.

Forward-Looking Statements

This press release contains forward-looking statements within the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. All statements other than those that are purely historical are forward-looking statements. Words such as "expect," "anticipate," "believe," "estimate," "intend," "plan," "project," and similar expressions also identify forward-looking statements. Forward-looking statements include, without limitation, statements regarding (i) the consummation of the acquisition of Athleta, Inc., (ii) customer base and reach, and (iii) plans and opportunities for growth.

Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause Gap Inc.'s actual results to differ materially from those in the forward-looking statements. These factors include, without limitation, the following: the risk that the closing conditions will not be satisfied and the transaction will not close; the risk that Gap Inc. will be unsuccessful in integrating Athleta; the risk that any expected economies of scale or brand complements will not be achieved or will be delayed; the risk of delay in adding Athleta to Gap Inc.'s online channels; and the risk that Gap Inc. will be unsuccessful in expanding Athleta's customer base.

These forward-looking statements are based on information as of September 22, 2008. Gap Inc. assumes no obligation to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

About Gap Inc.

Gap Inc. is a leading global 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, Japan and Ireland. In addition, Gap Inc. is expanding its international presence with franchise agreements for Asia, Europe and the Middle East. For more information, please visit gapinc.com.

About Athleta

Athleta was founded in 1998 with the mission of providing women athletes with apparel for different sports and fitness activities. The company has become one of the premier brands in the rapidly growing women's sports and active apparel markets. Athleta offers high quality, stylish, and functional apparel, footwear and accessories, 90 percent of which is proprietary branded, across a wide variety of sports and fitness activities, including a high component of crossover apparel as well as casual wear. Athleta sells its products through catalogs and its website, www.athleta.com. The company is headquartered in Petaluma, CA and has 250 employees.

Investor Relations:

Evan Price

415-427-2161

Media Relations:

Louise Callagy

415-427-3502

-----END PRIVACY-ENHANCED MESSAGE-----

EX-9.1

Gap Inc. To Acquire Women's Active Wear Company, Athleta

Acquisition Will Add Fifth Brand to Company's Online Portfolio, Create Opportunities to Grow Customer Base in New Retail Sector

San Francisco, CA. September 22, 2008 - Gap Inc. (NYSE: GPS) announced today that it has agreed to acquire Athleta Inc., a popular women's sports and active apparel company based in Petaluma, CA, for about $150 million in cash.

The acquisition will allow Gap Inc. to enhance its presence in the growing $31 billion women's active apparel sector in the United States.

Following the acquisition, Athleta will become the "fifth tab" on Gap Inc.'s unique online platform, called Universality. The innovative technology allows shoppers to browse and buy from all of the company's brands in one shopping cart with a single shipping fee. Athleta's products will be ultimately sold online alongside those from Gap, Banana Republic, Old Navy and Piperlime.

"Athleta is a great success story with loyal customers that will now become part of the Gap Inc. family of brands," said Glenn Murphy, Gap Inc.'s Chairman and CEO. "This strategic acquisition complements our brands perfectly and allows us to leverage our new online platform to expand into this significant retail sector."

Founded 10 years ago, Athleta has evolved into a premier lifestyle brand, offering high quality apparel that is stylish and functional for a variety of sports, including yoga, running, skiing, snowboarding and surfing. Customers can purchase Athleta product online or through the company's catalog.

"We're thrilled to become part of this great company and to have found a partner that supports our vision for Athleta," said Joe Teno, the current CEO of Athleta who will remain as President of Athleta at Gap Inc. upon the completion of the deal. "With Gap Inc.'s e-commerce platform and iconic brands, more customers will learn about Athleta as we continue to provide our existing customers with the great products and service they've come to expect from us."

Teno will report to Toby Lenk, the president of the Gap Inc. Direct division.

The acquisition is subject to certain customary closing conditions.

Forward-Looking Statements

This press release contains forward-looking statements within the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. All statements other than those that are purely historical are forward-looking statements. Words such as "expect," "anticipate," "believe," "estimate," "intend," "plan," "project," and similar expressions also identify forward-looking statements. Forward-looking statements include, without limitation, statements regarding (i) the consummation of the acquisition of Athleta, Inc., (ii) customer base and reach, and (iii) plans and opportunities for growth.

Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause Gap Inc.'s actual results to differ materially from those in the forward-looking statements. These factors include, without limitation, the following: the risk that the closing conditions will not be satisfied and the transaction will not close; the risk that Gap Inc. will be unsuccessful in integrating Athleta; the risk that any expected economies of scale or brand complements will not be achieved or will be delayed; the risk of delay in adding Athleta to Gap Inc.'s online channels; and the risk that Gap Inc. will be unsuccessful in expanding Athleta's customer base.

These forward-looking statements are based on information as of September 22, 2008. Gap Inc. assumes no obligation to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

About Gap Inc.

Gap Inc. is a leading global 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, Japan and Ireland. In addition, Gap Inc. is expanding its international presence with franchise agreements for Asia, Europe and the Middle East. For more information, please visit gapinc.com.

About Athleta

Athleta was founded in 1998 with the mission of providing women athletes with apparel for different sports and fitness activities. The company has become one of the premier brands in the rapidly growing women's sports and active apparel markets. Athleta offers high quality, stylish, and functional apparel, footwear and accessories, 90 percent of which is proprietary branded, across a wide variety of sports and fitness activities, including a high component of crossover apparel as well as casual wear. Athleta sells its products through catalogs and its website, www.athleta.com. The company is headquartered in Petaluma, CA and has 250 employees.

Investor Relations:

Evan Price

415-427-2161

Media Relations:

Louise Callagy

415-427-3502