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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1. Name and Address of Reporting Person * MING JENNY J   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, Old Navy Division (Last) (First) (Middle) C/O 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)

$ 6.55

12/22/2005

D

100,000

(3)

09/09/2012

Common Stock

100,000

$ 0

0

D

Stock Option (right to buy) (1) (2)

$ 13.1

12/22/2005

A

100,000

(3)

09/09/2012

Common Stock

100,000

$ 0

100,000

D

Stock Option (right to buy) (4) (5)

$ 11.02

12/22/2005

D

100,000

(6)

04/12/2014

Common Stock

100,000

$ 0

0

D

Stock Option (right to buy) (4) (5)

$ 17.62

12/22/2005

A

100,000

(6)

04/12/2014

Common Stock

100,000

$ 0

100,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MING JENNY J C/O GAP INC. TWO FOLSOM ST SAN FRANCISCO, CA 94105-1205			President, Old Navy Division

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, 100,000 options granted to the reporting person on Sep 9, 2002 were canceled.
(2)	In exchange for the canceled 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 the original grant date and 2) a promise for cash payment on Sep 9, 2008.
(3)	The canceled and new option will vest on Sep 9, 2008.
(4)	On Dec 22, 2005, pursuant to the issuer option exchange program, 100,000 options granted to the reporting person on Apr 12, 2004 were canceled.
(5)	In exchange for the canceled 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 and 2) a promise for future cash payments on each of the vest dates.
(6)	The canceled and new option will vest in two (2) equal annual installments of 50,000 shares beginning on Apr 12, 2006.

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