Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Raggio Stanley P.
  2. Issuer Name and Ticker or Trading Symbol
GAP INC [GPS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, Global Supply Chain
(Last)
(First)
(Middle)
C/O GAP, INC,, 2 FOLSOM STREET
3. Date of Earliest Transaction (Month/Day/Year)
03/16/2011
(Street)

SAN FRANCISCO, CA 94105
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/16/2011   M   20,000 A $ 0 30,554 D  
Common Stock 03/16/2011   F   7,336 D $ 21.53 23,218 D  
Common Stock 03/16/2011   M   7,910 A $ 0 31,128 D  
Common Stock 03/16/2011   F   2,901 D $ 21.53 28,227 D  
Common Stock 03/17/2011   M   10,000 A $ 0 38,227 D  
Common Stock 03/17/2011   F   3,667 D $ 21.68 34,560 D  
Common Stock 03/17/2011   M   6,664 A $ 0 41,224 D  
Common Stock 03/17/2011   F   2,444 D $ 21.68 38,780 D  
Common Stock 03/17/2011   S(7)   10,552 D $ 21.6558 28,228 D  
Common Stock               387 I Natalie A. Raggio 1999 Irrevocable Trust (8)
Common Stock               387 I Olivia N. Raggio 1999 Irrevocable Trust (8)
Common Stock               387 I Patrick M. Raggio 1999 Irrevocable Trust (8)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) $ 0 03/16/2011   M     20,000 03/16/2011(2)   (3) Common Stock 20,000 $ 0 0 D  
Restricted Stock Units $ 0 03/16/2011   M     7,910 03/16/2011(4)   (3) Common Stock 7,910 $ 0 0 D  
Restricted Stock Units $ 0 03/17/2011   M     10,000 03/17/2011(5)   (3) Common Stock 10,000 $ 0 0 D  
Restricted Stock Unit $ 0 03/17/2011   M     6,664 03/17/2011(6)   (3) Common Stock 6,664 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Raggio Stanley P.
C/O GAP, INC,
2 FOLSOM STREET
SAN FRANCISCO, CA 94105
      EVP, Global Supply Chain  

Signatures

 David Jedrzejek, Power of Attorney   03/18/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Each stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.
(2) 20,000 shares vested on 3/16/11.
(3) Not Applicable
(4) 7,910 shares vested on 3/16/11.
(5) 10,000 shares vested on 3/17/11.
(6) 6,664 shares vested on 3/17/11.
(7) This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on January 11, 2011.
(8) The reporting person and his spouse are trustees of this irrevocable trust for the benefit of their child. The reporting person disclaims beneficial ownership of the reported securities.

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