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)

May 5, 2005

THE GAP, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-7562	94-1697231
(State of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Two Folsom Street San Francisco, California	94105
(Address of principal executive offices)	(Zip Code)

(650) 952-4400

(Registrant’s telephone number, including area code)

N/A

(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 (see General Instruction A.2. below):

¨ 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 2.02. Results of Operations and Financial Condition

On May 5, 2005, The Gap, Inc. (the “Company”) issued a press release announcing the Company’s sales for the fiscal month and quarter ended April 30, 2005. A copy of this press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

99.1 Press Release dated May 5, 2005

SIGNATURES

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.
	(Registrant)
Date: May 5, 2005	By:	/s/ Byron H. Pollitt, Jr.
		Byron H. Pollitt, Jr.
		Executive Vice President and
		Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated May 5, 2005

EX-99.1

Exhibit 99.1

GAP INC. REPORTS APRIL SALES DOWN 2 PERCENT;

COMPARABLE STORE SALES DOWN 5 PERCENT

Company Expects to Report First Quarter Earnings Per Share of $0.29 to $0.30

SAN FRANCISCO – May 5, 2005— Gap Inc. (NYSE: GPS) today reported net sales of $1.2 billion for the four-week period ended April 30, 2005, which represents a 2 percent decrease compared with net sales of $1.3 billion for the same period ended May 1, 2004. The company’s comparable store sales for April 2005 decreased 5 percent compared with a 3 percent increase in April 2004.

Comparable store sales by division for April 2005 were as follows:

Gap North America: negative 9 percent versus positive 2 percent last year

Banana Republic North America: negative 6 percent versus positive 12 percent last year

Old Navy North America: flat versus positive 3 percent last year

International: negative 12 percent versus negative 5 percent last year

“In April, the clearance of remaining spring merchandise put pressure on our merchandise margins, which resulted in merchandise margins significantly below those of April last year,” said Sabrina Simmons, Senior Vice President, Treasury and Investor Relations.

First Quarter Sales Results and Earnings Guidance

For the 13 weeks ended April 30, 2005, total company net sales were $3.6 billion, which is a decrease of 1 percent from net sales of $3.7 billion for the same period ended May 1, 2004. The company’s first quarter comparable store sales decreased 4 percent compared with an increase of 7 percent in the first quarter of the prior year.

Comparable store sales by division for the first quarter were as follows:

Gap North America: negative 4 percent versus positive 4 percent last year

Banana Republic North America: negative 4 percent versus positive 21 percent last year

Old Navy North America: negative 4 percent versus positive 9 percent last year

International: negative 6 percent versus negative 5 percent last year

The company announced that it expects earnings per share for the first quarter to be $0.29 to $0.30. The company reiterated that it expects earnings per share for the full year to be $1.41 to $1.45.

The company now expects inventory per square foot at the end of the first quarter to be up in the mid-single digits on a percentage point basis to last year, driven primarily by the timing associated with the early receipt of merchandise.

As of April 30, 2005, Gap Inc. operated 3,010 store locations compared with 3,016 store locations last year.

For more detailed information, please call 1-800-GAP-NEWS to listen to Gap Inc.’s monthly sales recording. International callers may call 706-634-4421.

Gap Inc. will release its first quarter earnings via press release on May 19, 2005 at 1:30 p.m. Pacific Time. In addition, the company will host a summary of Gap Inc.’s first quarter results in a live conference call and webcast at approximately 2:00 p.m. Pacific Time. The conference call can be accessed by calling 800-374-0168 and international callers may dial 706-634-0994. The webcast can be accessed at www.gapinc.com.

Gap Inc. will announce May sales on June 2, 2005.

Forward-Looking Statements

This press release and related recording contain 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,” and similar expressions also identify forward-looking statements. Forward-looking statements include statements regarding: (i) earnings per share for the first quarter and 2005 and (ii) year over year change in inventory per square foot at the end of the first quarter.

Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause the Company’s actual results to differ materially from those in the forward-looking statements. These factors include, without limitation, the following: the risk that additional information may arise from the Company’s due diligence during the close process or other subsequent events that would require the Company to reevaluate its assumptions or make other adjustments; the risk that the Company will be unsuccessful in gauging fashion trends and changing consumer preferences; the highly competitive nature of the Company’s business in the U.S. and internationally and its dependence on consumer spending patterns, which are influenced by numerous other factors; the risk that the Company will be unsuccessful in identifying and negotiating new store locations effectively; the risk that comparable store sales and margins will experience fluctuations; the risk that the Company will be unsuccessful in implementing its strategic, operating and people initiatives; the risk that adverse changes in the Company’s credit ratings may have a negative impact on its financing costs and structure in future periods; the risk that trade matters, events causing disruptions in product shipments from China and other foreign countries, or IT systems changes may disrupt the Company’s supply chain or operations; and the risk that the Company will not be successful in defending various proceedings, lawsuits, disputes, claims, and audits; any of which could impact net sales, costs and expenses, and/or planned strategies. Additional information regarding factors that could cause results to differ can be found in the Company’s Annual Report on Form 10-K for the fiscal year ended January 29, 2005.

These forward-looking statement are based on information as of May 5, 2005 and the Company 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.

Gap Inc. Copyright Information

All recordings made on 800-GAP-NEWS have been recorded on behalf of Gap Inc. and consist of copyrighted material. They may not be re-recorded, reproduced, retransmitted or rebroadcast without Gap Inc.’s express written permission. Your participation represents your consent to these terms and conditions, which are governed under California law.

Investor Relations:	Media Relations:
Mark Webb	Kris Marubio
415-427-2161	415-427-1798