SEC FORM 3/A

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

HANSEN MARKA

(Last)

(First)

(Middle)

C/O GAP INC.

2 FOLSOM

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/01/2007

3. Issuer Name and Ticker or Trading Symbol
GAP INC [ GPS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, Gap North America

5. If Amendment, Date of Original Filed (Month/Day/Year)
02/09/2007

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	9,436.9524	D
Common Stock	43,921	I	By Joseph F. Brubaker & Marka V. Hansen Family Trust
Common Stock	3,350	I	By Son
Common Stock	3,320.2624	I	By 401(K) Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽¹⁾	03/31/2008	Common Stock	22,500	$15.1562	D
Stock Option (Right to Buy)	⁽¹⁾	03/31/2008	Common Stock	84,375	$20.2083	D
Stock Option (Right to Buy)	⁽¹⁾	10/28/2008	Common Stock	22,500	$24.3611	D
Stock Option (Right to Buy)	⁽¹⁾	03/29/2009	Common Stock	30,000	$44.4375	D
Stock Option (Right to Buy)	⁽¹⁾	04/10/2010	Common Stock	50,000	$45.5625	D
Stock Option (Right to Buy)	⁽¹⁾	10/30/2010	Common Stock	80,000	$23.3125	D
Stock Option (Right to Buy)	⁽¹⁾	10/19/2011	Common Stock	162,000	$14.27	D
Stock Option (Right to Buy)	⁽²⁾	03/07/2013	Common Stock	115,000	$12.87	D
Stock Option (Right to Buy)	⁽⁵⁾	06/03/2013	Common Stock	375,000	$17.46	D
Stock Option (Right to Buy)	⁽⁴⁾	03/23/2014	Common Stock	200,000	$20.48	D
Stock Option (Right to Buy)	⁽¹⁾	03/11/2015	Common Stock	130,000	$22.42	D
Stock Option (Right to Buy)	⁽¹⁾	04/02/2011	Common Stock	2,500	$17.62	D
Stock Option (Right to Buy)	⁽³⁾	03/13/2016	Common Stock	130,000	$17.84	D
Stock Option (Right to Buy)	⁽¹⁾	10/02/2008	Common Stock	2,250	$21.1388	D
Stock Option (Right to Buy)	⁽¹⁾	04/08/2012	Common Stock	50,000	$15.42	D
Stock Option (Right to Buy)	⁽¹⁾	03/11/2015	Common Stock	20,000	$22.42	D
Performance Unit	⁽⁶⁾	⁽⁶⁾	Common Stock	50,000	⁽⁷⁾	D

Explanation of Responses:

1. These shares are fully vested and exercisable.

2. These shares become exercisable in four equal annual installments beginning March 7, 2004.

3. These shares become exercisable in four equal annual installments beginning March 13, 2007.

4. These shares become exercisable in four equal annual installments beginning March 23, 2005.

5. 50,000 shares vested on June 3, 2004, 75,000 shares vested on June 3, 2005 and 125,000 shares vested on June 3, 3006. The remaining shares become exercisable on June 3, 2007.

6. Subject to continued employment and the attainment of Gap Inc. cumulative earnings targets (as defined in and determined under the 2006 Long Term Incentive Plan, as amended) for the period beginning on January 29, 2006 and ending on February 2, 2008, the option will vest in two equal annual installments beginning April 24, 2008.

7. Each performance unit represents a contingent right to receive one share of Gap Inc. common stock.

	/s/ Ingrid Freire, Power of Attorney	02/16/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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