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

INITIAL STATEMENT OF 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 *
  Shanahan Lauri M
2. Date of Event Requiring Statement (Month/Day/Year)
05/13/2005
3. Issuer Name and Ticker or Trading Symbol
GAP INC [GPS]
(Last)
(First)
(Middle)
C/O THE GAP, INC., TWO FOLSOM STREET
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP and General Counsel
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SAN FRANCISCO, CA 94105-1205
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 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 2,639.62
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) 03/31/2000(1) 03/31/2008 Common Stock 11,250 $ 15.1562 D  
Stock Option (right to buy) 03/31/2001 03/31/2008 Common Stock 42,187 $ 20.2083 D  
Stock Option (right to buy) 09/09/2001(2) 09/09/2008 Common Stock 84,375 $ 25.9861 D  
Stock Option (right to buy) 10/02/2001 10/02/2008 Common Stock 2,250 $ 21.1389 D  
Stock Option (right to buy) 03/29/2002(3) 03/29/2009 Common Stock 31,500 $ 44.4375 D  
Stock Option (right to buy) 04/10/2001(4) 04/10/2010 Common Stock 54,000 $ 45.5625 D  
Stock Option (right to buy) 10/30/2001(5) 10/30/2010 Common Stock 60,000 $ 23.3125 D  
Stock Option (right to buy) 10/19/2002(6) 10/19/2011 Common Stock 108,000 $ 14.27 D  
Stock Option (right to buy) 03/07/2004(7) 03/07/2013 Common Stock 140,000 $ 12.87 D  
Stock Option (right to buy) 03/08/2005(8) 03/08/2014 Common Stock 112,500 $ 21.55 D  
Stock Option (right to buy) 03/11/2006(9) 03/11/2015 Common Stock 90,000 $ 22.42 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Shanahan Lauri M
C/O THE GAP, INC.
TWO FOLSOM STREET
SAN FRANCISCO, CA 94105-1205
      EVP and General Counsel  

Signatures

Frank Garcia, by Power of Attorney 05/18/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) 5,625 options vest on 3/31/2000 and 5,625 options vest on 3/31/2002.
(2) Options vest in 3 equal annual installments of 28,125 beginning on 9/9/2001.
(3) 15,750 options vest on 3/29/2002 and 15,750 options vest on 3/29/2003.
(4) Options vest in 4 equal annual installments of 13,500 beginning on 4/10/2001.
(5) Options vest in 4 equal annual installments of 15,000 beginning on 10/30/2001.
(6) Options vest in 4 equal annual installments of 27,000 beginning on 10/19/2002.
(7) Options vest in 4 equal annual installments of 35,000 beginning on 3/7/2004.
(8) Options vest in 4 equal annual installments of 28,125 beginning on 3/8/2005.
(9) Options vest in 4 equal annual installments of 22,500 beginning on 3/11/2006.
 
Remarks:
Ms. Shanahan's title is Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary.

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