December 6, 2005

By Facsimile and U.S. Mail

John E. Aguirre, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050

	Re:	The Gap, Inc.
		Schedule TO-I
		Filed November 23, 2005

Dear Mr. Aguirre:

	We have the following comments on the above-referenced
filing:

Schedule TO
1. Please provide us your analysis regarding why the pro forma
financial information in Item 10(b) of Schedule TO is not
applicable.

Offer to Purchase

Cover Page
2. You state, "You should not assume that the information provided
in
this offer to exchange is accurate as of any date other than the
date
as of which it is shown, or if no date is otherwise indicated, the
date of this offer."  Please revise this language to clarify your
obligation under Rules 13e-4(c)(3) and 13e-4(e)(3) to amend the
Schedule and disseminate notice of any material change in the
information previously disclosed.  Also eliminate the disclaimer
that
the "summaries are qualified in their entirety by reference to the
documents and information to which they relate" and confirm, if
true,
that you have disclosed all material information in the document
or
revise the document accordingly.
Summary Term Sheet and Q&A
Terms Used in this Offer, page 3
3. Confirm that you will avoid the use of defined terms such as
the
page of definitions on page 3 in all future filings.

Why is Gap Inc. making this offer?, page 5
4. Tell us whether The Gap is also making this offer to avoid
adverse
tax or accounting consequences to the company in light of the new
regulations.  If so, it appears you should highlight this
information
in the summary and revise an appropriate section of the document
to
provide a more complete description of the effect of the offer and
the consequences if the offer is not completed.

What will I receive in exchange for my tendered options?, page 6
5. Please provide us your detailed analysis regarding why it is
appropriate to determine treatment of tendered options based on
the
market price of your common stock on the date the offer expires.

When will I receive my new options and cash payments?, page 7
6. Provide us your detailed analysis regarding how Gap`s payment
of
cash in the future according to the vesting schedule of exchanged
options and contingent upon continued employment with the company
satisfies the prompt payment and all holders requirements of Rules
13e-4(f)(5) and (f)(8)(ii).

Are there any tax consequences to my participation in the offer?,
page 9
7. You tell option holders that they should consult with The Ayco
Co.
"through the AnswerLine . . .or through [their] Ayco financial
advisor for assistance on how this may affect [their] individual
[tax] situation" and for other advice.  Tell us your relationship
to
The Ayco Co., their role, and whether they have consented to be
named
in the document for this purpose.

Conditions of the offer, page 27
8. We note the language in the closing paragraph about your
ability
to exercise your rights.  Confirm that if a condition is triggered
and you continue with the offer anyway, you will disseminate
notice
of the waived condition.  Also confirm that, if the condition is
material, you will extend the offer if necessary so that five
business days remain in the offer once the notice of waiver has
been
disseminated.
Closing Comments

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      *  *  *

      Please respond to these comments by promptly amending the
filing and submitting a response letter filed via EDGAR under the
label "CORRESP."  If the information you provide in response to
our
comments materially changes the information that you have already
provided to security holders, disseminate the revised materials in
a
manner reasonably calculated to inform them of the new
information.
If you do not agree with a comment, please tell us why in your
response.  Direct any questions to me at (202) 551-3262.  You may
also contact me by facsimile at (202) 772-9203.

      Sincerely,



      Abby Adams
      Special Counsel
      Office of Mergers and Acquisitions
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John E. Aguirre, Esq.
December 6, 2005
Page 3



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

         DIVISION OF
CORPORATION FINANCE