FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Peters Sheila		 2. Date of Event Requiring Statement (MM/DD/YYYY)
3/23/2020 

 3. Issuer Name and Ticker or Trading Symbol

GAP INC [GPS]
(Last)        (First)        (Middle)

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

_____ Director                          _____ 10% Owner
___X___ Officer (give title below)        _____ Other (specify below)
EVP & Chief People Officer /
(Street)

SAN FRANCISCO, CA 94105-1205      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

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 6718.4335 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)		2. Date Exercisable and Expiration Date
(MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Non-Qualified Stock Option (right to buy)  (1)3/14/2021 Common Stock 4500 $21.79 D  
Non-Qualified Stock Option (right to buy)  (2)3/13/2027 Common Stock 20000 $23.54 D  
Non-Qualified Stock Option (right to buy)  (3)3/12/2022 Common Stock 4250 $25.09 D  
Non-Qualified Stock Option (right to buy)  (4)3/18/2029 Common Stock 20000 $25.56 D  
Non-Qualified Stock Option (right to buy)  (5)3/14/2026 Common Stock 15000 $30.18 D  
Non-Qualified Stock Option (right to buy)  (6)3/19/2028 Common Stock 18000 $32.23 D  
Non-Qualified Stock Option (right to buy)  (7)3/18/2023 Common Stock 10000 $36.45 D  
Non-Qualified Stock Option (right to buy)  (8)3/16/2025 Common Stock 15000 $41.27 D  
Non-Qualified Stock Option (right to buy)  (9)3/17/2024 Common Stock 10000 $42.2 D  
Restricted Stock Unit (10) (11) (12)Common Stock 23182 $0.0 D  
Explanation of Responses:
(1) The option represents a right to purchase a total of 4,500 shares which became fully exercisable as of March 14, 2015.
(2) The option represents a right to purchase a total of 20,000 shares exercisable in four equal annual installments beginning on March 13, 2018, which was the first anniversary of the date on which the option was granted.
(3) The option represents a right to purchase a total of 4,250 shares which became fully exercisable on March 12, 2016.
(4) The option represents a right to purchase a total of 20,000 shares exercisable in four equal annual installments beginning on March 18, 2020, which was the first anniversary of the date on which the option was granted.
(5) The option represents a right to purchase a total of 15,000 shares exercisable in four equal annual installments beginning on March 14, 2017, which was the first anniversary of the date on which the option was granted.
(6) The option represents a right to purchase a total of 18,000 shares exercisable in four equal annual installments beginning on March 19, 2019, which was the first anniversary of the date on which the option was granted.
(7) The option represents a right to purchase a total of 10,000 shares exercisable in four equal annual installments beginning on March 18, 2014, which was the first anniversary of the date on which the option was granted.
(8) The option represents a right to purchase a total of 15,000 shares exercisable in four equal annual installments beginning on March 16, 2016, which was the first anniversary of the date on which the option was granted.
(9) The option represents a right to purchase a total of 10,000 shares exercisable in four equal annual installments beginning on March 17, 2015, which was the first anniversary of the date on which the option was granted.
(10) Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.
(11) Represents two grants of Restricted Stock Units (RSUs). The RSU grants vest as follows: 6,382 shares vest on March 19, 2021; 8,400 shares vest on August 13, 2021 and 8,400 shares vest on August 13, 2022.
(12) Not applicable.
Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Peters Sheila
TWO FOLSOM ST
SAN FRANCISCO, CA 94105-1205

EVP & Chief People Officer
Signatures
By: JoAnne Zinman, Power of Attorney For: Sheila Peters3/25/2020
**Signature of Reporting PersonDate
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