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 *
POLLITT BYRON H JR
   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, Chief Financial Officer
(Last)
(First)
(Middle)
C/O FRANK GARCIA, GAP INC., TWO FOLSOM ST		 3. Date of Earliest Transaction (Month/Day/Year)
12/22/2005
(Street)

SAN FRANCISCO, CA 94105-1205		 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Stock Option (right to buy) (1) (2) $ 7.12 12/22/2005   D     75,000 01/27/2007(3) 01/27/2013 Common Stock 75,000 $ 0 25,000 D  
Stock Option (right to buy) (1) (2) $ 14.23 12/22/2005   A   75,000   01/27/2007(4) 01/27/2013 Common Stock 75,000 $ 0 75,000 D  
Stock Option (right to buy) (5) (6) $ 10.24 12/22/2005   D     100,000 03/23/2008(7) 03/23/2014 Common Stock 100,000 $ 0 0 D  
Stock Option (right to buy) (5) (6) $ 17.62 12/22/2005   A   100,000   03/23/2008(7) 03/23/2014 Common Stock 100,000 $ 0 100,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
POLLITT BYRON H JR
C/O FRANK GARCIA, GAP INC.
TWO FOLSOM ST
SAN FRANCISCO, CA 94105-1205		       EVP, Chief Financial Officer  

Signatures

 Frank Garcia by Power of Attorney   12/23/2005
**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) On Dec 22, 2005, pursuant to the issuer option exchange program, 75,000 options granted to the reporting person on Jan 27, 2003 were canceled.
(2) In exchange for the canceled option, the reporting person receives: 1) 75,000 options with an exercise price equal to the fair market value of the issuer common stock on the original grant date, 2) an immediate cash payment for any vested portion as of Dec 22, 2005, and 3) a promise for future cash payments on each of the vest dates.
(3) The original grant equal to 100,000 options vest in four (4) equal installments of 25,000 shares beginning on Jan 27, 2004.
(4) 25,000 of the new options are vested. The remaining 50,000 options vest in two (2) equal annual installments beginning on Jan 27, 2006.
(5) On Dec 22, 2005, pursuant to the issuer option exchange program, 100,000 options granted to the reporting person on Mar 23, 2004 were cancelled.
(6) In exchange for the option, the reporting person receives: 1) 100,000 options with an exercise price equal to the fair market value of the issuer common stock on Dec 22, 2005, 2) an immediate cash payment for any vested portion as of Dec 22, 2005, and 3) a promise for future cash payments on each of the vest dates.
(7) 25,000 of the new and canceled options are vested. The remaining 75,000 options vest in three (3) equal annual installments beginning on Mar 23, 2006.

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