As filed with the Securities and Exchange Commission on April 19, 1999


                                                     Registration No. 333-____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                                    FORM S-8
                              REGISTRATION STATEMENT
                                    UNDER THE
                              SECURITIES ACT OF 1933
                                  THE GAP, INC.
              (Exact name of issuer as specified in its charter)
                    DELAWARE                     94-1697231
             (State or jurisdiction of         (I.R.S. Employer
           incorporation or organization)      Identification No.)

                One Harrison Street, San Francisco, CA  94105
                  (Address of Principal Executive Offices)

                       The Gap, Inc. 1999 Stock Option Plan
                            (Full Title of the Plan)

                               Lauri Shanahan, Esq.
                                  The Gap, Inc.
                              One Harrison Street
                           San Francisco, CA  94105
                     (Name and address of agent for service)

         Telephone number, including area code, of agent for service:
                                 (415) 427-2000

                                    Copies to:
                               John E. Aguirre, Esq.
                         Wilson Sonsini Goodrich & Rosati
                                650 Page Mill Road
                               Palo Alto, CA  94304

                         Calculation of Registration Fee

Title of         Amount to    Proposed      Proposed       Amount of
securities to       be        maximum       maximum        fee*
be registered    registered   offering      aggregate
                              price per     offering
                              share*        price*

Common         15,000,000     $69.625   $1,044,375,000   $290,336.25
Stock            shares 


* Estimated solely for the purpose of calculating the registration fee 
pursuant to Rule 457(c), on the basis of $69.625, the average of the high
and low prices of shares on the New York Stock Exchange on April 15, 1999.

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents are incorporated by reference in this registration 
statement:  (i) The Gap, Inc.'s (the "Company") latest annual report filed 
pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 
(the "Exchange Act"); (ii) all other reports filed by the Company pursuant 
to Sections 13(a) or 15(d) of the Exchange Act since the end of the fiscal 
year covered by the Company's latest annual report; and (iii) the description 
of the Company's common stock set forth in the Company's Registration 
Statement on Form 8-B relating thereto, including any amendment or report 
filed for the purpose of updating such description.  All documents filed by 
the Company after the date of this registration statement pursuant to Sections 
13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a 
post-effective amendment (that indicates all securities offered have been sold 
or deregisters all securities then remaining unsold), shall be deemed to be 
incorporated by reference in this registration statement and to be a part 
hereof from the date of filing of such documents.

ITEM 4.     DESCRIPTION OF SECURITIES

Inapplicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL

Inapplicable.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Certificate of Incorporation of the Company, as permitted in Section 102 
of the General Corporation Law of the State of Delaware (the "GCL"), 
eliminates the personal liability of a director to the Company or its 
stockholders for monetary damages for breach of fiduciary duty as a director, 
except for liability for (i) any breach of the director's duty of loyalty to 
the Company or its stockholders, (ii) acts or omissions not in good faith or 
which involve intentional misconduct or a knowing violation of law, (iii) 
paying a dividend or approving a stock repurchase in violation of Delaware 
law, or (iv) any transaction from which the director derived any improper 
personal benefit.

Under the Bylaws of the Company, each director and officer of the Company is 
entitled to indemnification, as a matter of contractual right, to the fullest 
extent permitted by the GCL as the same exists or may hereafter be amended, 
against all expenses, liability and loss incurred in connection with any 
action, suit or proceeding in which he or she may be involved by reason of the 
fact that he or she is or was a director or officer of the Company.  Section 
145 of the GCL empowers a corporation to indemnify any director or officer, or 
former director or officer against expenses, judgments, fines and amounts paid 
in settlement actually and reasonably incurred in connection with any action, 
suit or proceeding (other than a derivative action) by reason of the fact that 
he or she is or was a director or officer or is or was serving at the request 
of the corporation as an agent of another entity, if he or she acted in good 
faith and in a manner he reasonably believed to be in or not opposed to the 
best interests of the Company, and, with respect to any criminal action, had 
no reasonable cause to believe his conduct was unlawful.  In regard to a 
derivative action, indemnification may not be made in respect of any matter as 
to which an officer or director is adjudged to be liable unless the Delaware 
Court of Chancery, or the court in which such action was brought, shall 
determine such person is fairly and reasonably entitled to indemnity.

The Company carries insurance policies in standard form indemnifying its 
directors and officers against liabilities arising from certain acts performed 
by them in their respective capacities as such.  The policies also provide for 
reimbursement of the Company for any sums it may be required or permitted to 
pay pursuant to applicable law to its directors and officers by way of 
indemnification against liabilities incurred by them in their capacities as 
such.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED

Inapplicable.

ITEM 8.     EXHIBITS

4.1     The Gap, Inc. 1999 Stock Option Plan (the "Plan").

4.2     Amended and Restated Certificate of Incorporation of The Gap, Inc. 
(incorporated by reference to Exhibit 3.1 to the registrant's Annual 
Report on Form 10-K for the year ended January 30, 1993, Commission File 
No. 1-7562).

4.3     Certificate of Amendment of Amended and Restated Certificate of 
Incorporation of The Gap, Inc. (incorporated by reference to Exhibit (3) 
to the registrant's Quarterly Report on Form 10-Q for the quarter ended 
May 2, 1998, Commission File No. 1-7562).

4.4     By-Laws of The Gap, Inc. (incorporated by reference to Exhibit C to the 
registrant's Proxy Statement for its May 24, 1988 annual meeting of 
stockholders, Commission File No. 1-7562).

4.5     Amended Article IV of By-Laws of The Gap, Inc. (incorporated by 
reference to Exhibit 4.4 to the registrant's Registration Statement on 
Form S-8, Commission File No. 333-00417).

4.6     Form of nonqualified stock option agreement under the Plan.

5.1     Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.

23.1    Consent of Deloitte & Touche LLP.

23.2    Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation, 
is contained in Exhibit 5.1 to this Registration Statement.

24.1    Power of Attorney of Directors.

ITEM 9.     UNDERTAKINGS

  (a)     The undersigned registrant hereby undertakes:

    (1)     To file, during any period in which offers or sales are 
being made, a post-effective amendment to this registration statement:

       (i)     To include any prospectus required by section 10(a)(3) 
of the Securities Act of 1933;

       (ii)     To reflect in the prospectus any facts or events 
arising after the effective date of the registration statement (or the most 
recent post-effective amendment thereof) which, individually or in the 
aggregate, represent a fundamental change in the information set forth in the 
registration statement;

       (iii)     To include any material information with respect to 
the plan of distribution not previously disclosed in the registration 
statement or any material change to such information in the registration 
statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not 
apply if the registration statement is on Form S-3 or Form S-8 and the 
information required to be included in a post-effective amendment by those 
paragraphs is contained in periodic reports filed by the registrant pursuant 
to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are 
incorporated by reference in the registration statement.

    (2)     That, for the purpose of determining any liability under the 
Securities Act of 1933, each such post-effective amendment shall be deemed to 
be a new registration statement relating to the securities offered therein, 
and the offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof.

    (3)     To remove from registration by means of a post-effective 
amendment any of the securities being registered which remain unsold at the 
termination of the offering.

  (b)     The undersigned registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933 each filing of the 
registrant's annual report  pursuant to section 13(a) or section 15(d) of the 
Securities Exchange Act of 1934 (and, where applicable, each filing of the 
Plan's annual report pursuant to section 15(d) of the Securities Exchange Act 
of 1934) that is incorporated by reference in the registration statement shall 
be deemed to be a new registration statement relating to the securities 
offered therein, and the offering of such securities at that time shall be 
deemed to be the initial bona fide offering thereof.

  (c)     Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and controlling 
persons of the registrant pursuant to the foregoing provisions, or otherwise, 
the registrant has been advised that in the opinion of the Securities and 
Exchange Commission such indemnification is against public policy as expressed 
in the Act and is, therefore, unenforceable.  In the event that a claim for 
indemnification against such liabilities (other than the payment by the 
registrant of expenses incurred or paid by a director, officer or controlling 
person of the registrant in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer or controlling person in 
connection with the securities being registered, the registrant will, unless 
in the opinion of its counsel the matter has been settled by controlling 
precedent, submit to a court of appropriate jurisdiction the question whether 
such indemnification by it is against public policy as expressed in the Act 
and will be governed by the final adjudication of such issue.

                            SIGNATURES

                          THE REGISTRANT

Pursuant to the requirements of the Securities Act of 1933, the registrant 
certifies that it has reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-8 and has duly caused this registration 
statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of San Francisco, State of California on the 16th day 
of April, 1999.

THE GAP, INC.
(Registrant)


/s/ MILLARD S. DREXLER
Millard S. Drexler
President and Chief Executive Officer


Pursuant to the requirements of the Securities Act of 1933, this registration 
statement has been signed by the following persons in the capacities and on 
the dated indicated.

Signature                       Title                          Date

Principal Executive Officer:


/s/ MILLARD S. DREXLER
Millard S. Drexler        President and Chief Executive    April 16, 1999
                          Officer


Principal Financial and 
Principal Accounting Officer:


/s/ WARREN R. HASHAGEN
Warren R. Hashagen         Senior Vice President and       April 16, 1999
                           Chief Financial Officer


Directors:
                                  *     
    Adrian D. P. Bellamy      Director     April 16, 1999
                                  *     
    Evan S. Dobelle           Director     April 16, 1999
                                  *     
    Millard S. Drexler        Director     April 16, 1999
                                  *     
    Donald G. Fisher          Director     April 16, 1999
                                  *     
    Doris F. Fisher           Director     April 16, 1999
                                  *     
    Robert J. Fisher          Director     April 16, 1999
                                  *     
    Glenda A. Hatchett        Director     April 16, 1999
                                  *     
    John M. Lillie            Director     April 16,1999
                                  *     
    Charles R. Schwab         Director     April 16,1999
                                  *     
    Brooks Walker, Jr.        Director     April 16,1999
                                  *     
    Sergio S. Zyman           Director     April 16,1999

*By: /s/ ANNE B. GUST
     Anne B. Gust
     Attorney-in-Fact

A majority of the members of the Board of Directors.

EXHIBIT INDEX

4.1     The Gap, Inc. 1999 Stock Option Plan (the "Plan").

4.2     Amended and Restated Certificate of Incorporation of The Gap, Inc. 
(incorporated by reference to Exhibit 3.1 to the registrant's Annual 
Report on Form 10-K for the year ended January 30, 1993, Commission File 
No. 1-7562).

4.3     Certificate of Amendment of Amended and Restated Certificate of 
Incorporation of The Gap, Inc. (incorporated by reference to Exhibit (3) 
to the registrant's Quarterly Report on Form 10-Q for the quarter ended 
May 2, 1998, Commission File No. 1-7562).

4.4     By-Laws of The Gap, Inc. (incorporated by reference to Exhibit C to the 
registrant's Proxy Statement for its May 24, 1988 annual meeting of 
stockholders, Commission File No. 1-7562).

4.5     Amended Article IV of By-Laws of The Gap, Inc. (incorporated by 
reference to Exhibit 4.4 to the registrant's Registration Statement on 
Form S-8, Commission File No. 333-00417).

4.6     Form of nonqualified stock option agreement under the Plan.

5.1     Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.

23.1    Consent of Deloitte & Touche LLP.

23.2    Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation, 
is contained in Exhibit 5.1 to this Registration Statement.

24.1    Power of Attorney of Directors.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15158}]
{"company-data": {"conformed-name": "GAP INC", "cik": "0000039911", "assigned-sic": "5651", "irs-number": "941697231", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-76523", "film-number": "99596569"}, "business-address": {"street1": "ONE HARRISON", "city": "SAN FRANCISCO", "state": "CA", "zip": "94105", "phone": "4159524400"}, "mail-address": {"street1": "ONE HARRISON STREET", "city": "SAN FRANCISCO", "state": "CA", "zip": "94105"}, "former-company": {"former-conformed-name": "GAP STORES INC", "date-changed": "19850617"}}
As filed with the Securities and Exchange Commission on April 19, 1999

                                                     Registration No. 333-____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                                    FORM S-8
                              REGISTRATION STATEMENT
                                    UNDER THE
                              SECURITIES ACT OF 1933
                                  THE GAP, INC.
              (Exact name of issuer as specified in its charter)
                    DELAWARE                     94-1697231
             (State or jurisdiction of         (I.R.S. Employer
           incorporation or organization)      Identification No.)

                One Harrison Street, San Francisco, CA  94105
                  (Address of Principal Executive Offices)

                       The Gap, Inc. 1999 Stock Option Plan
                            (Full Title of the Plan)

                               Lauri Shanahan, Esq.
                                  The Gap, Inc.
                              One Harrison Street
                           San Francisco, CA  94105
                     (Name and address of agent for service)

         Telephone number, including area code, of agent for service:
                                 (415) 427-2000

                                    Copies to:
                               John E. Aguirre, Esq.
                         Wilson Sonsini Goodrich & Rosati
                                650 Page Mill Road
                               Palo Alto, CA  94304

                         Calculation of Registration Fee

Title of         Amount to    Proposed      Proposed       Amount of
securities to       be        maximum       maximum        fee*
be registered    registered   offering      aggregate
                              price per     offering
                              share*        price*

Common         15,000,000     $69.625   $1,044,375,000   $290,336.25
Stock            shares 

* Estimated solely for the purpose of calculating the registration fee 
pursuant to Rule 457(c), on the basis of $69.625, the average of the high
and low prices of shares on the New York Stock Exchange on April 15, 1999.

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents are incorporated by reference in this registration 
statement:  (i) The Gap, Inc.'s (the "Company") latest annual report filed 
pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 
(the "Exchange Act"); (ii) all other reports filed by the Company pursuant 
to Sections 13(a) or 15(d) of the Exchange Act since the end of the fiscal 
year covered by the Company's latest annual report; and (iii) the description 
of the Company's common stock set forth in the Company's Registration 
Statement on Form 8-B relating thereto, including any amendment or report 
filed for the purpose of updating such description.  All documents filed by 
the Company after the date of this registration statement pursuant to Sections 
13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a 
post-effective amendment (that indicates all securities offered have been sold 
or deregisters all securities then remaining unsold), shall be deemed to be 
incorporated by reference in this registration statement and to be a part 
hereof from the date of filing of such documents.

ITEM 4.     DESCRIPTION OF SECURITIES

Inapplicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL

Inapplicable.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Certificate of Incorporation of the Company, as permitted in Section 102 
of the General Corporation Law of the State of Delaware (the "GCL"), 
eliminates the personal liability of a director to the Company or its 
stockholders for monetary damages for breach of fiduciary duty as a director, 
except for liability for (i) any breach of the director's duty of loyalty to 
the Company or its stockholders, (ii) acts or omissions not in good faith or 
which involve intentional misconduct or a knowing violation of law, (iii) 
paying a dividend or approving a stock repurchase in violation of Delaware 
law, or (iv) any transaction from which the director derived any improper 
personal benefit.

Under the Bylaws of the Company, each director and officer of the Company is 
entitled to indemnification, as a matter of contractual right, to the fullest 
extent permitted by the GCL as the same exists or may hereafter be amended, 
against all expenses, liability and loss incurred in connection with any 
action, suit or proceeding in which he or she may be involved by reason of the 
fact that he or she is or was a director or officer of the Company.  Section 
145 of the GCL empowers a corporation to indemnify any director or officer, or 
former director or officer against expenses, judgments, fines and amounts paid 
in settlement actually and reasonably incurred in connection with any action, 
suit or proceeding (other than a derivative action) by reason of the fact that 
he or she is or was a director or officer or is or was serving at the request 
of the corporation as an agent of another entity, if he or she acted in good 
faith and in a manner he reasonably believed to be in or not opposed to the 
best interests of the Company, and, with respect to any criminal action, had 
no reasonable cause to believe his conduct was unlawful.  In regard to a 
derivative action, indemnification may not be made in respect of any matter as 
to which an officer or director is adjudged to be liable unless the Delaware 
Court of Chancery, or the court in which such action was brought, shall 
determine such person is fairly and reasonably entitled to indemnity.

The Company carries insurance policies in standard form indemnifying its 
directors and officers against liabilities arising from certain acts performed 
by them in their respective capacities as such.  The policies also provide for 
reimbursement of the Company for any sums it may be required or permitted to 
pay pursuant to applicable law to its directors and officers by way of 
indemnification against liabilities incurred by them in their capacities as 
such.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED

Inapplicable.

ITEM 8.     EXHIBITS

4.1     The Gap, Inc. 1999 Stock Option Plan (the "Plan").

4.2     Amended and Restated Certificate of Incorporation of The Gap, Inc. 
(incorporated by reference to Exhibit 3.1 to the registrant's Annual 
Report on Form 10-K for the year ended January 30, 1993, Commission File 
No. 1-7562).

4.3     Certificate of Amendment of Amended and Restated Certificate of 
Incorporation of The Gap, Inc. (incorporated by reference to Exhibit (3) 
to the registrant's Quarterly Report on Form 10-Q for the quarter ended 
May 2, 1998, Commission File No. 1-7562).

4.4     By-Laws of The Gap, Inc. (incorporated by reference to Exhibit C to the 
registrant's Proxy Statement for its May 24, 1988 annual meeting of 
stockholders, Commission File No. 1-7562).

4.5     Amended Article IV of By-Laws of The Gap, Inc. (incorporated by 
reference to Exhibit 4.4 to the registrant's Registration Statement on 
Form S-8, Commission File No. 333-00417).

4.6     Form of nonqualified stock option agreement under the Plan.

5.1     Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.

23.1    Consent of Deloitte & Touche LLP.

23.2    Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation, 
is contained in Exhibit 5.1 to this Registration Statement.

24.1    Power of Attorney of Directors.

ITEM 9.     UNDERTAKINGS

  (a)     The undersigned registrant hereby undertakes:

    (1)     To file, during any period in which offers or sales are 
being made, a post-effective amendment to this registration statement:

       (i)     To include any prospectus required by section 10(a)(3) 
of the Securities Act of 1933;

       (ii)     To reflect in the prospectus any facts or events 
arising after the effective date of the registration statement (or the most 
recent post-effective amendment thereof) which, individually or in the 
aggregate, represent a fundamental change in the information set forth in the 
registration statement;

       (iii)     To include any material information with respect to 
the plan of distribution not previously disclosed in the registration 
statement or any material change to such information in the registration 
statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not 
apply if the registration statement is on Form S-3 or Form S-8 and the 
information required to be included in a post-effective amendment by those 
paragraphs is contained in periodic reports filed by the registrant pursuant 
to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are 
incorporated by reference in the registration statement.

    (2)     That, for the purpose of determining any liability under the 
Securities Act of 1933, each such post-effective amendment shall be deemed to 
be a new registration statement relating to the securities offered therein, 
and the offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof.

    (3)     To remove from registration by means of a post-effective 
amendment any of the securities being registered which remain unsold at the 
termination of the offering.

  (b)     The undersigned registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933 each filing of the 
registrant's annual report  pursuant to section 13(a) or section 15(d) of the 
Securities Exchange Act of 1934 (and, where applicable, each filing of the 
Plan's annual report pursuant to section 15(d) of the Securities Exchange Act 
of 1934) that is incorporated by reference in the registration statement shall 
be deemed to be a new registration statement relating to the securities 
offered therein, and the offering of such securities at that time shall be 
deemed to be the initial bona fide offering thereof.

  (c)     Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and controlling 
persons of the registrant pursuant to the foregoing provisions, or otherwise, 
the registrant has been advised that in the opinion of the Securities and 
Exchange Commission such indemnification is against public policy as expressed 
in the Act and is, therefore, unenforceable.  In the event that a claim for 
indemnification against such liabilities (other than the payment by the 
registrant of expenses incurred or paid by a director, officer or controlling 
person of the registrant in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer or controlling person in 
connection with the securities being registered, the registrant will, unless 
in the opinion of its counsel the matter has been settled by controlling 
precedent, submit to a court of appropriate jurisdiction the question whether 
such indemnification by it is against public policy as expressed in the Act 
and will be governed by the final adjudication of such issue.

                            SIGNATURES

                          THE REGISTRANT

Pursuant to the requirements of the Securities Act of 1933, the registrant 
certifies that it has reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-8 and has duly caused this registration 
statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of San Francisco, State of California on the 16th day 
of April, 1999.

THE GAP, INC.
(Registrant)

/s/ MILLARD S. DREXLER
Millard S. Drexler
President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration 
statement has been signed by the following persons in the capacities and on 
the dated indicated.

Signature                       Title                          Date

Principal Executive Officer:

/s/ MILLARD S. DREXLER
Millard S. Drexler        President and Chief Executive    April 16, 1999
                          Officer

Principal Financial and 
Principal Accounting Officer:

/s/ WARREN R. HASHAGEN
Warren R. Hashagen         Senior Vice President and       April 16, 1999
                           Chief Financial Officer

Directors:
                                  *     
    Adrian D. P. Bellamy      Director     April 16, 1999
                                  *     
    Evan S. Dobelle           Director     April 16, 1999
                                  *     
    Millard S. Drexler        Director     April 16, 1999
                                  *     
    Donald G. Fisher          Director     April 16, 1999
                                  *     
    Doris F. Fisher           Director     April 16, 1999
                                  *     
    Robert J. Fisher          Director     April 16, 1999
                                  *     
    Glenda A. Hatchett        Director     April 16, 1999
                                  *     
    John M. Lillie            Director     April 16,1999
                                  *     
    Charles R. Schwab         Director     April 16,1999
                                  *     
    Brooks Walker, Jr.        Director     April 16,1999
                                  *     
    Sergio S. Zyman           Director     April 16,1999

*By: /s/ ANNE B. GUST
     Anne B. Gust
     Attorney-in-Fact

A majority of the members of the Board of Directors.

EXHIBIT INDEX

4.1     The Gap, Inc. 1999 Stock Option Plan (the "Plan").

4.2     Amended and Restated Certificate of Incorporation of The Gap, Inc. 
(incorporated by reference to Exhibit 3.1 to the registrant's Annual 
Report on Form 10-K for the year ended January 30, 1993, Commission File 
No. 1-7562).

4.3     Certificate of Amendment of Amended and Restated Certificate of 
Incorporation of The Gap, Inc. (incorporated by reference to Exhibit (3) 
to the registrant's Quarterly Report on Form 10-Q for the quarter ended 
May 2, 1998, Commission File No. 1-7562).

4.4     By-Laws of The Gap, Inc. (incorporated by reference to Exhibit C to the 
registrant's Proxy Statement for its May 24, 1988 annual meeting of 
stockholders, Commission File No. 1-7562).

4.5     Amended Article IV of By-Laws of The Gap, Inc. (incorporated by 
reference to Exhibit 4.4 to the registrant's Registration Statement on 
Form S-8, Commission File No. 333-00417).

4.6     Form of nonqualified stock option agreement under the Plan.

5.1     Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.

23.1    Consent of Deloitte & Touche LLP.

23.2    Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation, 
is contained in Exhibit 5.1 to this Registration Statement.

24.1    Power of Attorney of Directors.