8-K

                       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)

                                November 16, 2001

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


           Delaware                  1-7562               94-1697231
        --------------          ----------------      -------------------
          (State of             (Commission File        (IRS Employer
        incorporation)               Number)          Identification No.)


             One Harrison
       San Francisco, California                               94105
- ----------------------------------------                     ----------
(Address of principal executive offices)                     (Zip Code)


                                 (650) 952-4400
                         -------------------------------
                         (Registrant's telephone number,
                              including area code)

                                       N/A
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)



Item 5.  Other Events.

         On November 16, 2001, The Gap, Inc. (the "Company") issued a press
release announcing that it agreed to sell certain senior unsecured 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 November 16, 2001



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:  November 16, 2001          By:             /s/ Heidi Kunz
                                       ----------------------------------------
                                       Heidi Kunz
                                       Executive Vice President and
                                       Chief Financial Officer



                                  EXHIBIT INDEX

Exhibit Number                     Description
- --------------                     -----------
99.1              Press Release dated November 16, 2001

EX-99.1

                                                                    Exhibit 99.1


Investor Relations Contact:
Michelle Weaver
650-874-7780

                 Gap Inc. Announces Pricing of Intermediate Term
                             Private Placement Notes

SAN FRANCISCO -- November 16, 2001 -- Gap Inc. (NYSE: GPS) announced today that
it has agreed to sell in a private placement $200,000,000 aggregate principal
amount of 8.15% Notes due December 15, 2005 and $500,000,000 aggregate principal
amount of 8.80% Notes due December 15, 2008. The net proceeds from the note
offering will be used for general corporate purposes including possible
repayment of short-term indebtedness. The offering is expected to close on
November 21, 2001.

The notes have not been registered under the Securities Act, and may 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.