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 7, 2001

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


                                                             
        Delaware                           1-7562                               94-1697231
- -------------------------       ----------------------------       -------------------------------------
 (State of incorporation)         (Commission File Number)           (IRS Employer 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 7, 2001, The Gap, Inc. (the "Company") issued a press
release announcing that it will 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 7, 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 7, 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 7, 2001

EX-99.1

                                                                    Exhibit 99.1


Investor Relations Contact:
Michelle Weaver
650-874-7780


                     Gap Inc. Announces Intermediate Term
                        Private Placement Note Offering

SAN FRANCISCO -- November 7, 2001 -- Gap Inc. (NYSE: GPS) announced today that
it intends to offer senior unsecured interest bearing intermediate term notes in
an amount and with specific terms to be determined. The company expects to
complete the note offering later this month, subject to market conditions.  The
net proceeds from the note offering are expected to be used for general
corporate purposes including possible repayment of short-term indebtedness.

The notes will be 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, and will not be, 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 senior 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 senior 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.