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 *
PRESSLER PAUL S
   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)
President & CEO
(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 941051205		 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

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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) $ 5.92 12/22/2005   D     1,100,000 09/25/2007(3) 09/25/2012 Common Stock 1,100,000 $ 0 900,000 D  
Stock Option (right to buy) (1) (2) $ 11.83 12/22/2005   A   1,100,000   09/25/2007(4) 09/25/2012 Common Stock 1,100,000 $ 0 1,100,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
PRESSLER PAUL S
C/O FRANK GARCIA, GAP INC.
TWO FOLSOM ST
SAN FRANCISCO, CA 941051205		       President & CEO  

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, 1,100,000 options granted to the reporting person on Sep 25, 2002 were cancelled.
(2) In exchange for the canceled option, the reporting person receives: (1) 1,100,000 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) 400,000 of the original grant of 2,000,000 options vests on 9/25/03. The remaining 1,600,000 vests prorata on a monthly basis thereafter for 48 months.
(4) 366,667 of the new options are vested. The remaining 733,333 will vest in twenty-two (22) equal monthly installments beginning on Dec 25, 2005.

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