Exhibit 99.1


Investor Relations Contact:
Michelle Weaver
650-874-7780

                   Gap Inc. Announces Closing of $1.2 Billion
                        Convertible Note Private Offering

SAN FRANCISCO -- March 7, 2002 -- Gap Inc. (NYSE: GPS) announced today that it
has closed the sale of $1.2 billion aggregate principal amount of 5.75%
convertible notes due March 15, 2009. The initial purchasers have exercised
their option to acquire an additional $180 million aggregate principal amount of
these convertible notes. The sale of the additional convertible notes is
expected to close on March 8, 2002. These convertible notes are convertible at
the option of the holders into shares of Gap Inc. common stock at a conversion
price of $16.12.

The notes have been privately offered only to qualified institutional buyers
under Rule 144A under the Securities Act of 1933 and outside the United States
to non-U.S. persons under Regulation S under the Securities Act. 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" or "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.