As filed with the Securities and Exchange Commission on September 19, 1996 

	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. 1996 Stock  Option and Award Plan
                               	(Full Title of the Plan)

                                  	Anne B. Gust, 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) 291-2515

                                      	Copies to:
                                 	John E. Aguirre, Esq.
                            	Orrick, Herrington & Sutcliffe
                                  	400 Sansome Street
                               	San Francisco, CA  94111

                            	Calculation of Registration Fee


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


Common Stock**	     20,000,000	      $31.8125	     $636,250,000.00  	$219,397.00
                    	 shares			

*	Estimated solely for the purpose of calculating the registration fee pursuant 
to Rule 457(c), on the basis of $31.8125 the average of the high and low prices 
of shares on the New York Stock Exchange on September 13,  1996.


            	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 Certificate of Incorporation, 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. 1996 Stock Option and Award Plan (incorporated by 
reference to Exhibit A to the registrant's Proxy statement for its May 21, 
1996 annual meeting of stockholders, Commission File No. 1-7562).

4.2	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	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).

4.4	Amended  Article IV of Registrant's By-Laws, (incorporated by reference 
to Exhibit 4.4 to the Registrant's Registration Statement on Form S-8, 
Registration No. 333-00417, Commission File  No. 1-7562.)

4.5	Form of Non-Qualified Stock Option Agreement for employees under 
Registrant's 1996 Stock Option and Award Plan (incorporated by reference to 
Exhibit 10.1 to the registrant's Quarterly Report on Form 10-Q for the 
period ended May 4, 1996, Commission File No. 1-7562).

4.6	Form of Non-Qualified Stock Option Agreement for non-employee directors 
under Registrant's 1996 Stock Option and Award Plan (incorporated by 
reference to Exhibit 10.2 to the registrant's Quarterly Report on Form 10-Q 
for the period ended May 4, 1996, Commission File No. 1-7562).

5.1	Opinion of Orrick, Herrington & Sutcliffe.

23.1	Consent of Deloitte & Touche LLP.

23.2	Consent of Orrick, Herrington & Sutcliffe 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 27th 
day of August, 1996.

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 Officer
 
 
 
 
 
 August 27, 1996

 Principal Financial and Principal 
Accounting Officer:
 
 
 
  /s/Warren R. Hashagen       
  Warren R. Hashagen
 
 
 
 
 
 
 Senior Vice 
President and Chief 
Financial Officer
 
 
 
 
 
 August 27, 1996



Directors:

 /s/Adrian D. P. Bellamy    
    Adrian D. P. Bellamy	       Director	          August 27, 1996


 /s/John G. Bowes           
    John G. Bowes	              Director	          August 27, 1996


 /s/Millard S. Drexler      
    Millard S. Drexler	         Director	          August 27, 1996


 /s/Donald G. Fisher        
    Donald G. Fisher	           Director	          August 27, 1996


                            
    Doris F. Fisher	            Director	


 /s/Robert J. Fisher        
    Robert J. Fisher	           Director	          August 27, 1996


 /s/Lucie J. Fjeldstad      
    Lucie J. Fjeldstad	         Director	          August 27, 1996


 /s/William A. Hasler       
    William A. Hasler	          Director	          August 27, 1996


                             
    John M. Lillie	             Director	


 /s/Charles R. Schwab        
    Charles R. Schwab	          Director	          August 27, 1996


 /s/Books Walker, Jr.        
    Brooks Walker, Jr.	         Director	          August 27, 1996


*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. 1996 Stock Option and Award Plan (incorporated by reference 
to Exhibit A to the registrant's Proxy statement for its May 21, 1996 
annual meeting of stockholders, Commission File No. 1-7562).

4.2	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	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).

4.4	Amended  Article IV of Registrant's By-Laws, (incorporated by reference 
to Exhibit 4.4 to the Registrant's Registration Statement on Form S-8, 
Registration No. 333-00417, Commission File  No. 1-7562.)

4.5	Form of Nonqualified Stock Option Agreement for employees under the 1996 
Stock Option and Award Plan (incorporated by reference to Exhibit 10.1 to 
the registrant's Form 10-Q for the year period ended May 4, 1996, 
Commission File No. 1-7562).

4.6	Form of Nonqualified Stock Option Agreement for non-employee directors 
under the 1996 Stock Option and Award Plan (incorporated by reference to 
Exhibit 10.2 to the registrant's Form 10-Q for the year period ended May 4, 
1996, Commission File No. 1-7562).

5.1	Opinion of Orrick, Herrington & Sutcliffe.

23.1	Consent of Deloitte & Touche LLP.

23.2	Consent of Orrick, Herrington & Sutcliffe 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": 15640}]
{"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": "333-12337", "film-number": "96632343"}, "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 September 19, 1996 

	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. 1996 Stock  Option and Award Plan
                               	(Full Title of the Plan)

                                  	Anne B. Gust, 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) 291-2515

                                      	Copies to:
                                 	John E. Aguirre, Esq.
                            	Orrick, Herrington & Sutcliffe
                                  	400 Sansome Street
                               	San Francisco, CA  94111

                            	Calculation of Registration Fee

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

Common Stock**	     20,000,000	      $31.8125	     $636,250,000.00  	$219,397.00
                    	 shares			

*	Estimated solely for the purpose of calculating the registration fee pursuant 
to Rule 457(c), on the basis of $31.8125 the average of the high and low prices 
of shares on the New York Stock Exchange on September 13,  1996.

            	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 Certificate of Incorporation, 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. 1996 Stock Option and Award Plan (incorporated by 
reference to Exhibit A to the registrant's Proxy statement for its May 21, 
1996 annual meeting of stockholders, Commission File No. 1-7562).

4.2	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	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).

4.4	Amended  Article IV of Registrant's By-Laws, (incorporated by reference 
to Exhibit 4.4 to the Registrant's Registration Statement on Form S-8, 
Registration No. 333-00417, Commission File  No. 1-7562.)

4.5	Form of Non-Qualified Stock Option Agreement for employees under 
Registrant's 1996 Stock Option and Award Plan (incorporated by reference to 
Exhibit 10.1 to the registrant's Quarterly Report on Form 10-Q for the 
period ended May 4, 1996, Commission File No. 1-7562).

4.6	Form of Non-Qualified Stock Option Agreement for non-employee directors 
under Registrant's 1996 Stock Option and Award Plan (incorporated by 
reference to Exhibit 10.2 to the registrant's Quarterly Report on Form 10-Q 
for the period ended May 4, 1996, Commission File No. 1-7562).

5.1	Opinion of Orrick, Herrington & Sutcliffe.

23.1	Consent of Deloitte & Touche LLP.

23.2	Consent of Orrick, Herrington & Sutcliffe 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 27th 
day of August, 1996.

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 Officer
 
 
 
 
 
 August 27, 1996

 Principal Financial and Principal 
Accounting Officer:
 
 
 
  /s/Warren R. Hashagen       
  Warren R. Hashagen
 
 
 
 
 
 
 Senior Vice 
President and Chief 
Financial Officer
 
 
 
 
 
 August 27, 1996

Directors:

 /s/Adrian D. P. Bellamy    
    Adrian D. P. Bellamy	       Director	          August 27, 1996

 /s/John G. Bowes           
    John G. Bowes	              Director	          August 27, 1996

 /s/Millard S. Drexler      
    Millard S. Drexler	         Director	          August 27, 1996

 /s/Donald G. Fisher        
    Donald G. Fisher	           Director	          August 27, 1996

                            
    Doris F. Fisher	            Director	

 /s/Robert J. Fisher        
    Robert J. Fisher	           Director	          August 27, 1996

 /s/Lucie J. Fjeldstad      
    Lucie J. Fjeldstad	         Director	          August 27, 1996

 /s/William A. Hasler       
    William A. Hasler	          Director	          August 27, 1996

                             
    John M. Lillie	             Director	

 /s/Charles R. Schwab        
    Charles R. Schwab	          Director	          August 27, 1996

 /s/Books Walker, Jr.        
    Brooks Walker, Jr.	         Director	          August 27, 1996

*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. 1996 Stock Option and Award Plan (incorporated by reference 
to Exhibit A to the registrant's Proxy statement for its May 21, 1996 
annual meeting of stockholders, Commission File No. 1-7562).

4.2	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	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).

4.4	Amended  Article IV of Registrant's By-Laws, (incorporated by reference 
to Exhibit 4.4 to the Registrant's Registration Statement on Form S-8, 
Registration No. 333-00417, Commission File  No. 1-7562.)

4.5	Form of Nonqualified Stock Option Agreement for employees under the 1996 
Stock Option and Award Plan (incorporated by reference to Exhibit 10.1 to 
the registrant's Form 10-Q for the year period ended May 4, 1996, 
Commission File No. 1-7562).

4.6	Form of Nonqualified Stock Option Agreement for non-employee directors 
under the 1996 Stock Option and Award Plan (incorporated by reference to 
Exhibit 10.2 to the registrant's Form 10-Q for the year period ended May 4, 
1996, Commission File No. 1-7562).

5.1	Opinion of Orrick, Herrington & Sutcliffe.

23.1	Consent of Deloitte & Touche LLP.

23.2	Consent of Orrick, Herrington & Sutcliffe is contained in Exhibit 5.1 to 
this Registration Statement.

24.1	Power of Attorney of Directors.