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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0001021408-02-002871.txt : 20020414
<SEC-HEADER>0001021408-02-002871.hdr.sgml : 20020414
ACCESSION NUMBER:		0001021408-02-002871
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20020226
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20020227

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GAP INC
		CENTRAL INDEX KEY:			0000039911
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-FAMILY CLOTHING STORES [5651]
		IRS NUMBER:				941697231
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0131

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-07562
		FILM NUMBER:		02559342

	BUSINESS ADDRESS:	
		STREET 1:		ONE HARRISON
		CITY:			SAN FRANCISCO
		STATE:			CA
		ZIP:			94105
		BUSINESS PHONE:		4159524400

	MAIL ADDRESS:	
		STREET 1:		ONE HARRISON STREET
		CITY:			SAN FRANCISCO
		STATE:			CA
		ZIP:			94105

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	GAP STORES INC
		DATE OF NAME CHANGE:	19850617
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d8k.txt
<DESCRIPTION>DATE OF REPORT FEBRUARY 26, 2002
<TEXT>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                              ---------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934

                         -------------------------------

                                 Date of Report
                        (Date of earliest event reported)

                                February 26, 2002

                                  THE GAP, INC.
         --------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


        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)

                     One Harrison Street, San Francisco 94105
        ----------------------------------------------------------------
          (Former name or former address, if changed since last report)


<PAGE>

Item 5. Other Events.

     On February 26, 2002, The Gap, Inc. (the "Company") issued a press release
announcing that it intends to sell senior convertible notes of the Company
pursuant to a private placement under Rule 144A and Regulation S. A copy of this
press release is attached hereto as Exhibit 99.1.

Item 7. Exhibits.

99.1          Press Release dated February 26, 2002

<PAGE>

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:  February 27, 2002           By:           /s/ Heidi Kunz
                                       -----------------------------------------
                                       Heidi Kunz
                                       Executive Vice President and
                                       Chief Financial Officer

<PAGE>

                                  EXHIBIT INDEX

Exhibit Number                   Description
- --------------                   -----------
99.1          Press Release dated February 26, 2002


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>dex991.txt
<DESCRIPTION>PRESS RELEASE DATED FEBRUARY 26, 2002
<TEXT>
<PAGE>




                                                                    Exhibit 99.1


Investor Relations Contact:
Michelle Weaver
650-874-7780

         Gap Inc. Announces $1 Billion Convertible Note Private Offering

SAN FRANCISCO -- February 26, 2002 -- Gap Inc. (NYSE: GPS) today announced it
intends to offer $1 billion in principal amount of convertible notes with
specific terms to be determined. The company expects to complete the note
offering next week, subject to market conditions. This offering is part of the
company's strategy to fund itself conservatively. The completion of this note
offering would satisfy a condition to the completion of the credit facility,
commitments for which were previously announced by the company.

The notes will be privately offered only to qualified institutional buyers under
Rule 144A under the Securities Act of 1933 and outside the United States to
non-U.S. persons under Regulation S under the Securities Act. The notes will not
be registered under the Securities Act, and will not be offered or sold in the
United States absent registration or an applicable exemption from registration
requirements.

This press release shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of the notes in any state in which
such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such state.

Forward-Looking Statements
The matters set forth in this press release, including statements concerning the
company's plans for an offering of notes, are forward-looking statements, which
reflect Gap Inc.'s current view of future events. Whenever used, the words
"expect", "plan", "intend", "will" and similar expressions identify
forward-looking statements. Any forward-looking statements are subject to risk
and uncertainty, including market conditions for the notes. For more detail on
other risks, please refer to the company's annual report on Form 10-K and/or
other filings with the Securities and Exchange Commission.

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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