Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

O'Connell Katrina

2. Date of Event Requiring Statement (MM/DD/YYYY) 3/23/2020

3. Issuer Name and Ticker or Trading Symbol

GAP INC [GPS]

(Last) (First) (Middle)

TWO FOLSOM ST

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director _____ 10% Owner
___X___ Officer (give title below) _____ Other (specify below)
EVP CFO /

(Street)

SAN FRANCISCO, CA 94105-1205

(City) (State) (Zip)

5. If Amendment, Date Original Filed(MM/DD/YYYY)

6. Individual or Joint/Group Filing(Check Applicable Line)

_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

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	6221	D

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		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)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option (right to buy)	⁽¹⁾	3/13/2027	Common Stock	20000	$23.54	D
Non-Qualified Stock Option (right to buy)	⁽²⁾	3/18/2029	Common Stock	20000	$25.56	D
Non-Qualified Stock Option (right to buy)	⁽³⁾	3/14/2026	Common Stock	30980	$30.18	D
Non-Qualified Stock Option (right to buy)	⁽⁴⁾	3/19/2028	Common Stock	18000	$32.23	D
Non-Qualified Stock Option (right to buy)	⁽⁵⁾	3/18/2023	Common Stock	3200	$36.45	D
Non-Qualified Stock Option (right to buy)	⁽⁶⁾	3/16/2025	Common Stock	8000	$41.27	D
Non-Qualified Stock Option (right to buy)	⁽⁷⁾	3/17/2024	Common Stock	3100	$42.2	D
Restricted Stock Unit ⁽⁸⁾	⁽⁹⁾	⁽¹⁰⁾	Common Stock	39507	$0.0	D

Explanation of Responses:
(1)	The option represents a right to purchase a total of 20,000 shares exercisable in four equal annual installments beginning on March 13, 2018, which was the first anniversary of the date on which the option was granted.
(2)	The option represents a right to purchase a total of 20,000 shares exercisable in four equal annual installments beginning on March 18, 2020, which was the first anniversary of the date on which the option was granted.
(3)	The option represents a right to purchase a total of 30,980 shares exercisable in four equal annual installments beginning on March 14, 2017, which was the first anniversary of the date on which the option was granted.
(4)	The option represents a right to purchase a total of 18,000 shares exercisable in four equal annual installments beginning on March 19, 2019, which was the first anniversary of the date on which the option was granted.
(5)	The option represents a right to purchase a total of 3,200 shares exercisable in four equal annual installments beginning on March 18, 2014, which was the first anniversary of the date on which the option was granted.
(6)	The option represents a right to purchase a total of 8,000 shares exercisable in four equal annual installments beginning on March 16, 2016, which was the first anniversary of the date on which the option was granted.
(7)	The option represents a right to purchase a total of 3,100 shares exercisable in four equal annual installments beginning on March 17, 2015, which was the first anniversary of the date on which the option was granted.
(8)	Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.
(9)	Represents three grants of Restricted Stock Units (RSUs). The RSU grants vest as follows: 9,507 shares vest on March 19, 2021; 15,000 shares vest on August 13, 2021 and 15,000 shares vest on August 13, 2022.
(10)	Not applicable.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
O'Connell Katrina TWO FOLSOM ST SAN FRANCISCO, CA 94105-1205			EVP CFO