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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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FORM 8-K

 

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CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of Report

(Date of earliest event reported)

January 6, 2005

 

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THE GAP, INC.

(Exact name of registrant as specified in its charter)

 

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Delaware		1-7562		94-1697231
(State of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

Two Folsom Street San Francisco, California		94105
(Address of principal executive offices)		(Zip Code)

 

(650) 952-4400

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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Item 1.01. Entry into a Material Definitive Agreement

 

On January 6, 2005, The Gap, Inc. (the “Company”) suspended the use of the Nonemployee Director Deferred Compensation Plan (the “Plan”) and any further deferrals or grants of stock options under the Plan.

 

Item 1.02. Termination of a Material Definitive Agreement

 

On January 6, 2005, the Company suspended the use of the Plan and any further deferrals or grants of stock options under the Plan.

 

Item 9.01. Financial Statements and Exhibits

 

10.1    Nonemployee

Director Deferred Compensation Plan – Suspension of Plan Effective January 6, 2005

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

		THE GAP, INC.
		(Registrant)
Date: January 7, 2005		By:		/s/ Eva Sage-Gavin
				Eva Sage-Gavin
				Executive Vice President, Human Resources

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EXHIBIT INDEX

 

Exhibit Number		Description
10.1		Nonemployee Director Deferred Compensation Plan – Suspension of Plan effective January 6, 2005