May 17, 2011
Via EDGAR & Federal Express
John Reynolds
Assistant Director
Division of Corporation Finance
United States Securities and Exchange Commission
Washington, D.C. 20549
Re: The Gap, Inc. File No. 001-07562
Form 8-K Filed April 7, 2011
Dear Mr. Reynolds:
Thank you for your letter dated May 5, 2011, which was addressed to our Chairman and Chief Executive Officer, Glenn Murphy. As Vice President and Deputy General Counsel of The Gap, Inc. (the Company), I am responding to your letter. We have repeated your comment below, along with our response.
Form 8-K Filed April 7, 2011
Exhibit 10.1
1. We note that Exhibit 10.1 to the Form 8-K filed on April 7, 2011 is missing schedules 1.01 and 10.02. Please confirm that you will file this exhibit in its entirety with your next periodic report.
We advise the Staff that the reference to "Schedule 1.01" in the definition of "Mandatory Cost" on page 18 of Exhibit 10.1 to the Form 8-K filed on April 7, 2011 was an error. No such schedule actually exists. The reference was intended to refer to "Schedule I-B", which is titled "Mandatory Cost." Please see the list of Schedules and Exhibits immediately before page 1 of Exhibit 10.1, which further illustrates this fact.
We further advise the Staff that the reference to "Schedule 10.02" under Section 10.02 on page 88 of Exhibit 10.1 to the Form 8-K filed on April 7, 2011 was an error. No such schedule actually exists. The reference was intended to refer to "Schedule I-C", which is titled "Agent's Office; Certain Addresses for Notices." Please see the list of Schedules and Exhibits immediately before page 1 of Exhibit 10.1, which further illustrates this fact.
In accordance with your request, we acknowledge that:
Please contact me directly at (415) 427-2139 if you have any questions. You may also reach me via fax at (415) 427-7475.
Sincerely,
/s/ Thomas J. Lima
Thomas J. Lima
Vice President and Deputy General Counsel
cc: Shehzad Niazi
Pamela Howell